Common use of Adjustment of Exercise Price and Shares Clause in Contracts

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment (a) If at any time prior to the expiration of the Exercise Price pursuant to this Section 8Warrants by their terms or by exercise, the Company increases or decreases the number of its issued and outstanding shares of Common Stock, or changes in any way the rights and privileges of such shares of Common Stock, by means of (i) the payment of a share dividend or the making of any other distribution on such shares of Common Stock payable in its shares of Common Stock, (ii) a split or subdivision of shares of Common Stock Stock, or (iii) a consolidation or combination of shares of Common Stock, then the Exercise Price in effect at the time of such action and the number of Warrants required to purchase each Warrant Share at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Warrant Shares then purchasable on upon the exercise of each Warrant the Warrants shall be increased, decreased or changed in like manner, for the number derived by dividing such adjusted pertinent Exercise Price same aggregate purchase price set forth in the Warrants, as if the Warrant Shares purchasable upon the exercise of the Warrants immediately prior to the event had been issued, outstanding, fully paid and non-assessable at the time of that event. Any dividend paid or distributed on the shares of Common Stock in shares of any other class of shares of the Company or securities convertible into the original pertinent Exercise Price. The pertinent Exercise Price shares of Common Stock shall be subject treated as a dividend paid in shares of Common Stock to adjustment as follows:the extent shares of Common Stock are issuable on the payment or conversion thereof. (ab) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of be recapitalized by reclassifying its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into shares with a greater number of sharesdifferent par value, then, in either of such events, the Exercise Price per share or by changing its outstanding shares of Common Stock purchasable pursuant to shares without par value or in the event of any other material change in the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any Registered Owner of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in effect at this Agreement, in lieu of the time Warrant Shares theretofore purchasable on the exercise of any Warrant, such action shall securities or assets as may be reduced proportionately and issued or payable with respect to or in exchange for the number of shares Warrant Shares theretofore purchasable pursuant to on exercise of the Warrants shall be increased proportionately. Converselyhad such reclassification, recapitalization or conveyance not taken place; and in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in any such event, the Exercise Price per share purchasable pursuant rights of any Registered Owner of a Warrant to the Warrants any adjustment in effect at the time of such action shall be increased proportionately and the number of shares Warrant Shares purchasable on exercise of Common Stock at that time purchasable pursuant to the Warrants such Warrant, as set forth above, shall continue and be decreased proportionately. Any dividend paid or distributed on the Common Stock preserved in shares respect of any other class of stock, securities or assets which the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock Registered Owner becomes entitled to the extent that shares of Common Stock are issuable on the conversion thereofpurchase. (bc) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder Registered Owner of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of Warrant Share which the Company which he Registered Owner would have been entitled to receive, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m.5:00 P.M., Eastern Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Owners thereof at such addresses as may appear on the books of the companyCompany. (cd) In the event, event prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled entitling them to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the purchase its shares of Common Stock or other securities or assets deliverable on exercise of at a price per share more than 10% below the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants then-current market price per share (as defined below) at the addresses as may appear on the books date of the Company at least 10 days prior written notice to the effect that it intends to take taking such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amountthen, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance number of Warrant Shares purchasable pursuant to the Warrants shall be redetermined as follows: the number of Warrant Shares purchasable pursuant to a Warrant immediately prior to such adjustment (taking into account fractional interests to the nearest 1,000th of a share) shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock of the Company pursuant outstanding (excluding shares of Common Stock then owned by the Company) immediately prior to optionsthe taking of such record, warrants and share purchase agreements outstanding or in effect on plus the date hereof, (ii) the establishment number of additional option plans shares offered for purchase, and the denominator of which shall be the Company, the modification, renewal or extension number of any plan now in effect or hereafter created, or the issuance shares of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents Stock of the Company or any subsidiary, and the like or outstanding (iii) the issuance excluding shares of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken owned by the Company). (e) This Agreement shall be incorporated by reference on immediately prior to the Warrant Certificates. Upon any adjustment taking of such record, plus the number of shares which the aggregate offering price of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after total number of additional shares so offered would purchase at such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.current market price; and

Adjustment of Exercise Price and Shares. After each adjustment (a) If at any time prior to the expiration of the Exercise Price pursuant to this Section 8Warrants by their terms or by exercise, the Company increases or decreases the number of its issued and outstanding shares of Common Stock, or changes in any way the rights and privileges of such shares of Common Stock, by means of (i) the payment of a share dividend or the making of any other distribution on such shares of Common Stock payable in its shares of Common Stock, (ii) a split or subdivision of shares of Common Stock Stock, or (iii) a consolidation or combination of shares of Common Stock, then the Exercise Price in effect at the time of such action and the number of Warrants required to purchase each Warrant Share at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Warrant Shares then purchasable on upon the exercise of each Warrant the Warrants shall be increased, decreased or changed in like manner, for the number derived by dividing such adjusted pertinent Exercise Price same aggregate purchase price set forth in the Warrants, as if the Warrant Shares purchasable upon the exercise of the Warrants immediately prior to the event had been issued, outstanding, fully paid and nonassessable at the time of that event. Any dividend paid or distributed on the shares of Common Stock in shares of any other class of shares of the Company or securities convertible into the original pertinent Exercise Price. The pertinent Exercise Price shares of Common Stock shall be subject treated as a dividend paid in shares of Common Stock to adjustment as follows:the extent shares of Common Stock are issuable on the payment or conversion thereof. (ab) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of be recapitalized by reclassifying its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into shares with a greater number of sharesdifferent par value, then, in either of such events, the Exercise Price per share or by changing its outstanding shares of Common Stock purchasable pursuant to shares without par value or in the event of any other material change in the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any Registered Owner of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in effect at this Agreement, in lieu of the time Warrant Shares theretofore purchasable on the exercise of any Warrant, such action shall securities or assets as may be reduced proportionately and issued or payable with respect to or in exchange for the number of shares Warrant Shares theretofore purchasable pursuant to on exercise of the Warrants shall be increased proportionately. Converselyhad such reclassification, recapitalization or conveyance not taken place; and in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in any such event, the Exercise Price per share purchasable pursuant rights of any Registered Owner of a Warrant to the Warrants any adjustment in effect at the time of such action shall be increased proportionately and the number of shares Warrant Shares purchasable on exercise of Common Stock at that time purchasable pursuant to the Warrants such Warrant, as set forth above, shall continue and be decreased proportionately. Any dividend paid or distributed on the Common Stock preserved in shares respect of any other class of stock, securities or assets which the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock Registered Owner becomes entitled to the extent that shares of Common Stock are issuable on the conversion thereofpurchase. (bc) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder Registered Owner of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company Warrant Share which he would have been entitled to receive, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m.5:00 P.M., Eastern Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Owners thereof at such addresses as may appear on the books of the companyCompany. (cd) In the event, event prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled entitling them to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the purchase its shares of Common Stock or other securities or assets deliverable on exercise of at a price per share more than 10% below the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants then-current market price per share (as defined below) at the addresses as may appear on the books date of the Company at least 10 days prior written notice to the effect that it intends to take taking such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amountthen, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance number of Warrant Shares purchasable pursuant to the Warrants shall be redetermined as follows: the number of Warrant Shares purchasable pursuant to a Warrant immediately prior to such adjustment (taking into account fractional interests to the nearest 1,000th of a share) shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock of the Company pursuant outstanding (excluding shares of Common Stock then owned by the Company) immediately prior to optionsthe taking of such record, warrants and share purchase agreements outstanding or in effect on plus the date hereof, (ii) the establishment number of additional option plans shares offered for purchase, and the denominator of which shall be the Company, the modification, renewal or extension number of any plan now in effect or hereafter created, or the issuance shares of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents Stock of the Company or any subsidiary, and the like or outstanding (iii) the issuance excluding shares of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken owned by the Company). (e) This Agreement shall be incorporated by reference on immediately prior to the Warrant Certificates. Upon any adjustment taking of such record, plus the number of shares which the aggregate offering price of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after total number of additional shares so offered would purchase at such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.current market price; and

Adjustment of Exercise Price and Shares. After each In the event of any adjustment of the Exercise Price pursuant to this Section 87, the number of shares Shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing any such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares Shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares Shares of Common Stock into a greater number of sharesShares, then, in either of such events, the Exercise Price per share Share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares Shares of its outstanding Common Stock by combining such shares Shares into a smaller number of sharesShares, then, in such event, the Exercise Price per share Share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares Shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares Shares of any other class of the Company Company's securities, or in securities convertible into shares of Common Stock of the Company, shall be treated as a dividend paid in Common Stock to the extent that shares Shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision provisions shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share Share of Common Stock of the Company which he he/she/ it would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share Share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this a Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 5:00 p.m., Eastern Pacific Standard Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Holders thereof at such addresses as may appear on the books records of the companyof the Company and the Warrant Agent. (c) Notwithstanding the provisions of this Section 7, no adjustment on the Exercise Price shall be made whereby such Price is adjusted in an amount less than $0.001, the par value of the Company's Common Stock, or until the aggregate of such adjustments shall equal or exceed $0.001. (d) In the event, prior to the expiration of the Warrants Warrant Certificates by exercise or by their terms, the Company shall determine to take a record of the holders Registered Holders of its Common Stock for the purpose of determining shareholders entitled to receive any share Share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares Shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 15 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares Stock or other sharesShares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (de) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution anti-dilution provisions of this Section 8 7 will not apply in the event a merger or acquisition is undertaken by the Company), in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, or the like. (ef) This Agreement Before taking any action which would cause an adjustment reducing the Exercise Price below the then par value of the Shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any corporate action which may, in the opinion of its counsel, be incorporated by reference on necessary in order that the Warrant CertificatesCompany may validly and legally issue fully paid and non-assessable Shares of such Common Stock at such adjusted Exercise Price. Upon any adjustment of the exercise Exercise Price required to be made pursuant to this Section 87, the Company Company, within 30 days thereafter thereafter, shall (Aa) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (Bb) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) A. In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share stock dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares of Common Stock purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of its outstanding shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any Such stock dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid or distributed in shares of Common Stock to the extent that shares of Common Stock are issuable on the payment or conversion thereof. B. In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall be recapitalized by reclassifying its outstanding shares of Common Stock into shares with a different par value, or by changing its outstanding Common Stock to shares without par value or in the event of any other material change of the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any holder of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in this Agreement, in lieu of the shares of Common Stock of the Company theretofore purchasable on the exercise of any Warrant, such securities or assets as may be issued or payable with respect to, or in exchange for, the number of shares of Common Stock of the Company theretofore purchasable on exercise of the Warrants had such reclassification, recapitalization or conveyance not taken place; and, in any such event, the rights of any holder of a Warrant to any adjustment in the number of shares of Common Stock purchasable on exercise of such Warrant, as set forth above, shall continue and be preserved in respect of any stock, securities or assets which the holder becomes entitled to purchase; provided, however, that a merger, acquisition of a going business or a portion thereof (b) whether for cash, stock, notes, other securities, or a combination of cash and securities), exchange of stock for stock, exchange of stock for assets, or like transaction involving the Company will not be considered a "material change" for purposes of this paragraph, and no adjustment shall be made under this paragraph 10 by reason of any such merger, acquisition, exchange of stock for stock, exchange of stock for assets, or like transaction. C. In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereofof such Warrant, in lieu of each share of Common Stock of the Company which he such holder would have been entitled to receivereceive upon exercise of such Warrant, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that that, in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 5:00 p.m., Eastern Central Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the companyCompany. (c) D. In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled entitling them to receive any purchase shares of its Common Stock at a price per share dividend or other right which will cause any change or adjustment in more than 10% below the numberthen-current market price per share (as defined below) of its Common Stock at the date of taking such record, amount, price or nature then (i) the number of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants purchasable pursuant to the foregoing provisionsWarrants shall be redetermined as follows: the number of shares of Common Stock purchasable pursuant to a Warrant immediately prior to such adjustment (taking into account fractional interests to the nearest 1,000th of a share) shall be multiplied by a fraction, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as numerator of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result the number of or in connection with (i) the issuance shares of Common Stock of the Company pursuant then outstanding (excluding the Common Stock then owned by the Company) immediately prior to optionsthe taking of such record, warrants and share purchase agreements outstanding or in effect on plus the date hereof, (ii) the establishment number of additional option plans shares offered for purchase, and the denominator of which shall be the Company, the modification, renewal or extension number of any plan now in effect or hereafter created, or the issuance shares of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents Stock of the Company or any subsidiary, and outstanding (excluding the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken owned by the Company). (e) This Agreement shall be incorporated by reference on immediately prior to the Warrant Certificates. Upon any adjustment taking of such record, plus the number of shares which the aggregate offering price of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after total number of additional shares so offered would purchase at such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.current market price; and

Adjustment of Exercise Price and Shares. After each adjustment (a) In the event of changes in the outstanding Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, consolidation, acquisition of the Company (whether through merger or acquisition of substantially all the assets or stock of the Company), or the like, the number and class of shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares or other property as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number of Exercise Shares subject to this Warrant. (b) If at any time or from time to time the holders of Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor, (i) Common Stock or any shares of stock or other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution (other than a dividend or distribution covered in section 5(a) above), (ii) any cash paid or payable otherwise than as a cash dividend, or (iii) Common Stock or additional stock or other securities or property (including cash) by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement (other than shares of Common Stock pursuant to Section 5(a) above), then and in each such case, the Holder hereof will, upon the exercise of this Section 8Warrant, be entitled to receive, in addition to the number of shares of Common Stock purchasable receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses (ii) and (iii) above) which such Holder would hold on the date of such exercise had he been the holder of each Warrant shall be the number derived by dividing record of such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders received or became entitled to receive any share dividend such shares or all other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or additional stock and other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Companyproperty. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment (a) If at any time prior to the expiration of the Exercise Price pursuant to this Section 8Warrants by their terms or by exercise, the Company increases or decreases the number of its issued and outstanding shares of Common Stock, or changes in any way the rights and privileges of such shares of Common Stock, by means of (i) the payment of a share dividend or the making of any other distribution on such shares of Common Stock payable in its shares of Common Stock, (ii) a split or subdivision of shares of Common Stock Stock, or (iii) a consolidation or combination of shares of Common Stock, then the Exercise Price in effect at the time of such action and the number of Warrants required to purchase each Warrant Share at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Warrant Shares then purchasable on upon the exercise of each Warrant the Warrants shall be increased, decreased or changed in like manner, for the number derived by dividing such adjusted pertinent Exercise Price same aggregate purchase price set forth in the Warrants, as if the Warrant Shares purchasable upon the exercise of the Warrants immediately prior to the event had been issued, outstanding, fully paid and non-assessable at the time of that event. Any dividend paid or distributed on the shares of Common Stock in shares of any other class of shares of the Company or securities convertible into the original pertinent Exercise Price. The pertinent Exercise Price shares of Common Stock shall be subject treated as a dividend paid in shares of Common Stock to adjustment as follows:the extent shares of Common Stock are issuable on the payment or conversion thereof. (ab) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of be recapitalized by reclassifying its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into shares with a greater number of sharesdifferent par value, then, in either of such events, the Exercise Price per share or by changing its outstanding shares of Common Stock purchasable pursuant to shares without par value or in the event of any other material change in the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any Registered Owner of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in effect at this Agreement, in lieu of the time Warrant Shares theretofore purchasable on the exercise of any Warrant, such action shall securities or assets as may be reduced proportionately and issued or payable with respect to or in exchange for the number of shares Warrant Shares theretofore purchasable pursuant to on exercise of the Warrants shall be increased proportionately. Converselyhad such reclassification, recapitalization or conveyance not taken place; and in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in any such event, the Exercise Price per share purchasable pursuant rights of any Registered Owner of a Warrant to the Warrants any adjustment in effect at the time of such action shall be increased proportionately and the number of shares Warrant Shares purchasable on exercise of Common Stock at that time purchasable pursuant to the Warrants such Warrant, as set forth above, shall continue and be decreased proportionately. Any dividend paid or distributed on the Common Stock preserved in shares respect of any other class of stock, securities or assets which the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock Registered Owner becomes entitled to the extent that shares of Common Stock are issuable on the conversion thereofpurchase. (bc) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder Registered Owner of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of Warrant Share which the Company which he Registered Owner would have been entitled to receive, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m.5:00 P.M., Eastern Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Owners thereof at such addresses as may appear on the books of the companyCompany. (cd) In the event, event prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled entitling them to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the purchase its shares of Common Stock or other securities or assets deliverable on exercise of at a price per share more than 10% below the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants then-current market price per share (as defined below) at the addresses as may appear on the books date of the Company at least 10 days prior written notice to the effect that it intends to take taking such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amountthen, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance number of Warrant Shares purchasable pursuant to the Warrants shall be redetermined as follows: the number of Warrant Shares purchasable pursuant to a Warrant immediately prior to such adjustment (taking into account fractional interests to the nearest 1,000th of a share) shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock of the Company pursuant outstanding (excluding shares of Common Stock then owned by the Company) immediately prior to optionsthe taking of such record, warrants and share purchase agreements outstanding or in effect on plus the date hereof, (ii) the establishment number of additional option plans shares offered for purchase, and the denominator of which shall be the Company, the modification, renewal or extension number of any plan now in effect or hereafter created, or the issuance shares of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents Stock of the Company or any subsidiary, and the like or outstanding (iii) the issuance excluding shares of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken owned by the Company). (e) This Agreement shall be incorporated by reference on immediately prior to the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice taking of such adjustment.record, plus

Adjustment of Exercise Price and Shares. After The Exercise Price and number of Exercise Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 5. (a) If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each adjustment of such case (x) the Exercise Price pursuant to this Section 8, shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock purchasable on outstanding immediately before such event and of which the exercise of each Warrant denominator shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to outstanding immediately after such event and (y) the Warrants Exercise Shares shall be decreased proportionately. Any dividend paid or distributed on multiplied by a fraction of which the Common Stock in shares numerator shall be the number of any other class of the Company or securities convertible into shares of Common Stock outstanding immediately after such event and of which the denominator shall be treated as a dividend paid in Common Stock to the extent that number of shares of Common Stock are issuable on outstanding immediately before such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the conversion thereofrecord date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. (b) In Upon the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms occurrence of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 85, the Company within 30 days thereafter shall (A) cause to be filed at its expense will, at the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Warrant Agent and prepare a certificate setting forth such adjustment, including a statement of the pertinent adjusted Exercise Price after and adjusted number or type of Exercise Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustment adjustments and setting forth showing in reasonable detail the method of calculation and the facts upon which such calculation adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustmentCompany’s transfer agent.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) A. In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share stock dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares of Common Stock purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of its outstanding shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any Such stock dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid or distributed in shares of Common Stock to the extent that shares of Common Stock are issuable on the payment or conversion thereof. B. In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall be recapitalized by reclassifying its outstanding shares of Common Stock into shares with a different par value, or by changing its outstanding Common Stock to shares without par value or in the event of any other material change of the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any holder of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in this Agreement, in lieu of the shares of Common Stock of the Company theretofore purchasable on the exercise of any Warrant, such securities or assets as may be issued or payable with respect to, or in exchange for, the number of shares of Common Stock of the Company theretofore purchasable on exercise of the Warrants had such reclassification, recapitalization or conveyance not taken place; and, in any such event, the rights of any holder of a Warrant to any adjustment in the number of shares of Common Stock purchasable on exercise of such Warrant, as set forth above, shall continue and be preserved in respect of any stock, securities or assets which the holder becomes entitled to purchase; provided, however, that a merger, acquisition of a going business or a portion thereof (b) whether for cash, stock, notes, other securities, or a combination of cash and securities), exchange of stock for stock, exchange of stock for assets, or like transaction involving the Company will not be considered a "material change" for purposes of this paragraph, and no adjustment shall be made under this paragraph 9 by reason of any such merger, acquisition, exchange of stock for stock, exchange of stock for assets, or like transaction. C. In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereofof such Warrant, in lieu of each share of Common Stock of the Company which he such holder would have been entitled to receivereceive upon exercise of such Warrant, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that that, in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 5:00 p.m., Eastern Central Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the companyCompany. (c) D. In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled entitling them to receive any purchase shares of its Common Stock at a price per share dividend or other right which will cause any change or adjustment in more than 10% below the numberthen-current market price per share (as defined below) of its Common Stock at the date of taking such record, amount, price or nature then (i) the number of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants purchasable pursuant to the foregoing provisionsWarrants shall be redetermined as follows: the number of shares of Common Stock purchasable pursuant to a Warrant immediately prior to such adjustment (taking into account fractional interests to the nearest 1,000th of a share) shall be multiplied by a fraction, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as numerator of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result the number of or in connection with (i) the issuance shares of Common Stock of the Company pursuant then outstanding (excluding the Common Stock then owned by the Company) immediately prior to optionsthe taking of such record, warrants and share purchase agreements outstanding or in effect on plus the date hereof, (ii) the establishment number of additional option plans shares offered for purchase, and the denominator of which shall be the Company, the modification, renewal or extension number of any plan now in effect or hereafter created, or the issuance shares of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents Stock of the Company or any subsidiary, and outstanding (excluding the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken owned by the Company). (e) This Agreement shall be incorporated by reference on immediately prior to the Warrant Certificates. Upon any adjustment taking of such record, plus the number of shares which the aggregate offering price of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after total number of additional shares so offered would purchase at such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.current market price; and

Adjustment of Exercise Price and Shares. After each adjustment (a) In the event of changes in the outstanding Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, consolidation, acquisition of the Company (whether through merger or acquisition of substantially all the assets or stock of the Company), or the like, the number, class and type of shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and type of shares or other property as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number of Exercise Shares subject to this Warrant. (b) If at any time or from time to time the holders of Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor, (i) Common Stock or any shares of stock or other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution (other than a dividend or distribution covered in Section 5(a) above), (ii) any cash paid or payable otherwise than as a cash dividend or (iii) Common Stock or additional stock or other securities or property (including cash) by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement (other than shares of Common Stock pursuant to Section 5(a) above), then and in each such case, the Holder hereof will, upon the exercise of this Section 8Warrant, be entitled to receive, in addition to the number of shares of Common Stock purchasable receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses (ii) and (iii) above) which such Holder would hold on the date of such exercise had such Holder been the holder of each Warrant shall be the number derived by dividing record of such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice holders of Common Stock received or became entitled to receive such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the companyshares or all other additional stock and other securities and property. (c) In Upon the event, prior to the expiration occurrence of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or each adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 85, the Company within 30 days thereafter shall (A) cause to be filed at its expense will, at the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Warrant Agent and prepare a certificate setting forth such adjustment, including a statement of the pertinent adjusted Exercise Price after and adjusted number or type of Exercise Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustment adjustments and setting forth showing in reasonable detail the method of calculation and the facts upon which such calculation adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustmentCompany’s transfer agent.

Adjustment of Exercise Price and Shares. After each adjustment (a) In the event of changes in the outstanding Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, consolidation, acquisition of the Company (whether through merger or acquisition of substantially all the assets or stock of the Company), or the like, the number and class of shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares or other property as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number of Exercise Shares subject to this Warrant. (b) If at any time or from time to time the holders of Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor, (i) Common Stock or any shares of stock or other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution (other than a dividend or distribution covered in Section 5(a) above), (ii) any cash paid or payable otherwise than as a cash dividend or (iii) Common Stock or additional stock or other securities or property (including cash) by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement (other than shares of Common Stock pursuant to Section 5(a) above), then and in each such case, the Holder hereof will, upon the exercise of this Section 8Warrant, be entitled to receive, in addition to the number of shares of Common Stock purchasable receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses (ii) and (iii) above) which such Holder would hold on the date of such exercise had he been the holder of each Warrant shall be the number derived by dividing record of such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders received or became entitled to receive any share dividend such shares or all other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or additional stock and other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Companyproperty. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each this Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration termination of the Warrants this Warrant by exercise thereof or by their its terms, the Company Corporation shall issue any shares of its Common Stock as a share dividend or shall declare a stock split or otherwise subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such eventsevents (referred to hereinafter as an "Adjustment Event"), the Exercise Price per share of Common Stock purchasable that may be purchased pursuant to the Warrants this Warrant in effect at the time of such action shall be reduced proportionately and the number of shares purchasable of Common Stock that may be purchased pursuant to the Warrants this Warrant shall be increased proportionatelyproportionately to the nearest full amount so as to ensure that the Holder hereof is in the same economic position as such Holder was in prior to such share dividend or subdivision. Conversely, in the event the Company Corporation shall reduce the number of shares of its outstanding Common Stock by declaring a reverse stock split or otherwise combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable that may be purchased pursuant to the Warrants this Warrant in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants this Warrant shall be decreased proportionatelyproportionately to the nearest full amount so as to ensure that the Holder hereof is in the same economic position as such Holder was in prior to such share combination. Any dividend paid or distributed on the Common Stock in shares of any other class of capital stock of the Company Corporation or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. An adjustment in the Exercise Price or the number of shares of Common Stock to be received upon exercise of this Warrant made pursuant to this Section 8(a) shall become effective immediately after the effective date of such Adjustment Event retroactive to the record date, if any, for such Adjustment Event. (b) In the event the CompanyCorporation, at any time while the Warrants this Warrant shall remain unexpired and unexercised, shall (i) effect a reorganization, (ii) consolidate with or merge into any person, (iii) transfer or sell all or substantially all of its property, or dissolves(iv) dissolve, liquidates liquidate or winds wind up its affairsaffairs (a "Reorganization Event"), prompt, the Corporation will take prompt action to ensure that proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up Reorganization Event such that the holder Holder of a this Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he such Holder would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any pursuant to such sale, dissolution, liquidation or winding up Reorganization Event with respect to each share of Common Stock which the Holder would have been entitled to receive if such Holder had exercised this Warrant immediately prior to such Reorganization Event. Upon any Reorganization Event referred to in this paragraph 8(b), this Warrant shall continue in full force and effect and the terms hereof shall be applicable to all securities and other property receivable on the exercise of this Warrant after the Companyconsummation of such Reorganization Event; provided, however, that in and shall be binding upon the event issuer of any such salesecurities or other property, dissolutionincluding, liquidation or winding upin the case of any such transfer, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination person acquiring all or substantially all of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books properties or assets of the companyCorporation, whether or not such person shall have expressly assumed the terms of this Warrant. (c) Notwithstanding the provisions of this Section 8, no adjustment of the Exercise Price or the shares of Common Stock to be received upon exercise of the Warrant shall be made unless Exercise Price is the aggregate of such adjustments to the Exercise Price equals or exceeds $0.005. (d) In the event, prior to the expiration of the Warrants this Warrant by exercise thereof or by their its terms, the Company Corporation shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants this Warrant pursuant to the foregoing provisions, the Company Corporation shall give to the Registered Holders registered Holder of the Warrants this Warrant at the addresses such Holder's address as may appear on the books of the Company Corporation at least 10 days fifteen (15) days' prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; , and the number, amount, price and nature of the Common Shares Stock or other shares, securities or assets which will be deliverable on exercise of the Warrants this Warrant after the action for which such record will be taken has been completed. Without limiting the obligation of the Company Corporation to provide notice to the Registered Holders registered Holder of the this Warrant Certificates of any corporate action hereunder, the failure of the Company Corporation to give notice shall not invalidate such corporate action of the CompanyCorporation. (de) No adjustment of the Exercise Price pursuant to this Section 8 or Section 9 shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional stock option or other benefit plans of the CompanyCorporation, the modification, renewal or extension of any stock option or other benefit plan now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any options pursuant to such stock option or other benefit plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions provision of this Section 8 will not apply in the event a merger or acquisition is undertaken by the CompanyCorporation as long as the Corporation is the survivor thereof). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (Biv) cause to be mailed to each in connection with compensation arrangements for present or former officers, direct employees or agents of the Registered Holders Corporation or any indirect or direct subsidiary of the Warrant Certificates written notice of such adjustmentCorporation, and the like.

Adjustment of Exercise Price and Shares. After each adjustment of the The Exercise Price pursuant to this Section 8, the and number of shares of Common Stock purchasable on the Warrant Shares issuable upon exercise of each this Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be are subject to adjustment from time to time as follows:set forth in this Section 4 . (aA) In If the eventCompany, prior to at any time while this Warrant is outstanding, (i) pays a stock dividend on the expiration Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of the Warrants by exercise or by their termsCommon Stock, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of (ii) subdivides outstanding shares of the Common Stock into a greater larger number of shares, then, in either or (iii) combines outstanding shares of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, then in each such event, case the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and multiplied by a fraction of which the numerator shall be the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in outstanding immediately before such event and of which the denominator shall be the number of shares of any other class of the Company or securities convertible into shares of Common Stock outstanding immediately after such event and the number of Warrant Shares issuable upon exercise of this Warrant shall be treated as a proportionately adjusted. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend paid in Common Stock or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the extent that shares effective date of Common Stock are issuable on the conversion thereofsuch subdivision or combination. (bB) In the event If the Company, at any time while this Warrant is outstanding, distributes to holders of the Warrants Common Stock (i) evidences of its indebtedness, (ii) any security (other than a distribution of the Common Stock covered by the preceding paragraph), (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each case, “Distributed Property”), then in each such case the Holder shall remain unexpired and unexercised, shall sell all be entitled upon exercise of this Warrant for the purchase of any or substantially all of the Warrant Shares, to receive the amount of Distributed Property which would have been payable to the Holder had such Holder been the holder of such Warrant Shares on the record date for the determination of stockholders entitled to such Distributed Property. The Company will at all times set aside in escrow and keep available for distribution to such holder upon exercise of this Warrant a portion of the Distributed Property to satisfy the distribution to which such Holder is entitled pursuant to the preceding sentence. (C) Upon the occurrence of each adjustment pursuant to this Section 4, the Company at its propertyexpense will, or dissolvespromptly provide written notice thereof to the Holder and, liquidates or winds up its affairsat the written request of the Holder, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of promptly compute such adjustment in accordance with the terms of any this Warrant and prepare a certificate setting forth such saleadjustment, dissolutionincluding a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), liquidation or winding up describing the transactions giving rise to such that adjustments and showing in detail the holder of facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a Warrant may thereafter receive, on exercise thereof, in lieu copy of each share of Common Stock of such certificate to the Company which he would have been entitled Holder and to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company’s transfer agent. (D) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.0001; provided, however, that any adjustments which by reason of this Section 4(D) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the event provisions of any this Section 4 (other than this Section 4(D)) not later than such saletime as may be required in order to preserve the tax-free nature of a distribution, dissolutionif any, liquidation or winding up, to the right to exercise Holder of this Warrant or the Warrant Shares issuable upon the exercise hereof. All calculations under this Section 4 shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail made to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior $0.0001 or to the expiration nearest 1/1000th of a share, as the Warrants by exercise or by their termscase may be. Anything in this Section 4 to the contrary notwithstanding, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders be entitled to receive any share dividend or other right which will cause any change or adjustment make such reductions in the numberExercise Price, amountin addition to those required by this Section 4, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company as it in its discretion shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is deem to be taken; the purpose advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of stock hereafter made by the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice its stockholders shall not invalidate such corporate action of the Companybe taxable. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After The Exercise Price and number of Exercise Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 4. (A) If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each adjustment of such case the Exercise Price pursuant to this Section 8, shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock purchasable on outstanding immediately before such event and of which the exercise of each Warrant denominator shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the Warrants record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall be decreased proportionately. Any dividend paid become effective immediately after the effective date of such subdivision or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereofcombination. (bB) In the event If the Company, at any time while the Warrants shall remain unexpired and unexercisedthis Warrant is outstanding, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share distributes to holders of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance evidences of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereofits indebtedness, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance security (other than a distribution of Common StockStock covered by the preceding paragraph), on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each case, “Distributed Property”), then in each such case the issuance Holder shall be entitled upon exercise of Common Stock in connection with an acquisition or merger this Warrant for the purchase of any type (thereforeor all of the Exercise Shares, to receive the antidilution provisions amount of Distributed Property which would have been payable to the Holder had such Holder been the holder of such Exercise Shares on the record date for the determination of stockholders entitled to such Distributed Property. The Company will at all times set aside in escrow and keep available for distribution to such holder upon exercise of this Section 8 will not apply in Warrant a portion of the event a merger or acquisition Distributed Property to satisfy the distribution to which such Holder is undertaken by entitled pursuant to the Company)preceding sentence. (eC) This Agreement shall be incorporated by reference on Upon the Warrant Certificates. Upon any occurrence of each adjustment of the exercise Price required to be made pursuant to this Section 84, the Company within 30 days thereafter shall (A) cause to be filed at its expense will, at the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Warrant Agent and prepare a certificate setting forth such adjustment, including a statement of the pertinent adjusted Exercise Price after and adjusted number or type of Exercise Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustment adjustments and setting forth showing in reasonable detail the method of calculation and the facts upon which such calculation adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustmentCompany’s transfer agent.

Adjustment of Exercise Price and Shares. After each adjustment (A) In the event of changes in the outstanding Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, consolidation, acquisition of the Company (whether through merger or acquisition of substantially all the assets or stock of the Company), or the like, the number, class and type of shares available under this Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of this Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and type of shares or other property as the Holder would have owned had this Warrant been exercised prior to the event and had the Holder continued to hold such shares until the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number of Exercise Shares subject to this Warrant. (B) If at any time or from time to time the holders of all outstanding shares of Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) pursuant to a dividend or distribution declared by the Company (other than a dividend or distribution covered in Section 4(A) above), shall have received or become entitled to receive, without payment therefor: (I) Common Stock or any shares of stock or other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution; (II) any cash paid or payable otherwise than as a cash dividend; or (III) Common Stock or additional stock or other securities or property (including cash) by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement, then and in each such case, the Holder hereof will, upon the exercise of this Section 8Warrant, be entitled to receive, in addition to the number of shares of Common Stock purchasable receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses (II) and (III) above) which such Holder would hold on the date of such exercise had such Holder been the holder of each Warrant shall be the number derived by dividing record of such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice holders of Common Stock received or became entitled to receive such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the companyshares or all other additional stock and other securities and property. (cC) In Upon the event, prior to the expiration occurrence of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or each adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 84, the Company within 30 days thereafter shall (A) cause to be filed at its expense will, at the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Warrant Agent and prepare a certificate setting forth such adjustment, including a statement of the pertinent adjusted Exercise Price after and adjusted number or type of Exercise Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustment adjustments and setting forth showing in reasonable detail the method of calculation and the facts upon which such calculation adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and (B) cause to be mailed to each of the Registered Holders of transfer agent for the Warrant Certificates written notice of such adjustmentWarrants, if other than the Company.

Adjustment of Exercise Price and Shares. After each adjustment (a) If at any time prior to the expiration of the Exercise Price pursuant to this Section 8Warrants by their terms or by exercise, the Company increases or decreases the number of its issued and outstanding shares of Common Stock, or changes in any way the rights and privileges of such shares of Common Stock, by means of (i) the payment of a share dividend or the making of any other distribution on such shares of Common Stock payable in its shares of Common Stock, (ii) a split or subdivision of shares of Common Stock Stock, or (iii) a consolidation or combination of shares of Common Stock, then the Exercise Price in effect at the time of such action and the number of Warrants required to purchase each Warrant Share at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Warrant Shares then purchasable on upon the exercise of each Warrant the Warrants shall be increased, decreased or changed in like manner, for the number derived by dividing such adjusted pertinent Exercise Price same aggregate purchase price set forth in the Warrants, as if the Warrant Shares purchasable upon the exercise of the Warrants immediately prior to the event had been issued, outstanding, fully paid and nonassessable at the time of that event. Any dividend paid or distributed on the shares of Common Stock in shares of any other class of shares of the Company or securities convertible into the original pertinent Exercise Price. The pertinent Exercise Price shares of Common Stock shall be subject treated as a dividend paid in shares of Common Stock to adjustment as follows:the extent shares of Common Stock are issuable on the payment or conversion thereof. (ab) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of be recapitalized by reclassifying its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into shares with a greater number of sharesdifferent par value, then, in either of such events, the Exercise Price per share or by changing its outstanding shares of Common Stock purchasable pursuant to shares without par value or in the event of any other material change in the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any Registered Owner of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in effect at this Agreement, in lieu of the time Warrant Shares theretofore purchasable on the exercise of any Warrant, such action shall securities or assets as may be reduced proportionately and issued or payable with respect to or in exchange for the number of shares Warrant Shares theretofore purchasable pursuant to on exercise of the Warrants shall be increased proportionately. Converselyhad such reclassification, recapitalization or conveyance not taken place; and in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in any such event, the Exercise Price per share purchasable pursuant rights of any Registered Owner of a Warrant to the Warrants any adjustment in effect at the time of such action shall be increased proportionately and the number of shares Warrant Shares purchasable on exercise of Common Stock at that time purchasable pursuant to the Warrants such Warrant, as set forth above, shall continue and be decreased proportionately. Any dividend paid or distributed on the Common Stock preserved in shares respect of any other class of stock, securities or assets which the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock Registered Owner becomes entitled to the extent that shares of Common Stock are issuable on the conversion thereofpurchase. (bc) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder Registered Owner of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company Warrant Share which he would have been entitled to receive, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m.[5:00 P.M., Eastern Time, on the 10th 30th] day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Owners thereof at such addresses as may appear on the books of the companyCompany. (cd) In the event, event prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled entitling them to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the purchase its shares of Common Stock or other securities or assets deliverable on exercise of at a price per share more than 10% below the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants then-current market price per share (as defined below) at the addresses as may appear on the books date of the Company at least 10 days prior written notice to the effect that it intends to take taking such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amountthen, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance number of Warrant Shares purchasable pursuant to the Warrants shall be redetermined as follows: the number of Warrant Shares purchasable pursuant to a Warrant immediately prior to such adjustment (taking into account fractional interests to the nearest 1,000th of a share) shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock of the Company pursuant outstanding (excluding shares of Common Stock then owned by the Company) immediately prior to optionsthe taking of such record, warrants and share purchase agreements outstanding or in effect on plus the date hereof, (ii) the establishment number of additional option plans shares offered for purchase, and the denominator of which shall be the Company, the modification, renewal or extension number of any plan now in effect or hereafter created, or the issuance shares of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents Stock of the Company or any subsidiary, and the like or outstanding (iii) the issuance excluding shares of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken owned by the Company). (e) This Agreement shall be incorporated by reference on immediately prior to the Warrant Certificates. Upon any adjustment taking of such record, plus the number of shares which the aggregate offering price of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after total number of additional shares so offered would purchase at such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.current market price; and

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each this Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration termination of the Warrants this Warrant by exercise thereof or by their its terms, the Company Corporation shall issue any shares of its Common Stock as a share dividend or shall declare a stock split or otherwise subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such eventsevents (referred to hereinafter as an "Adjustment Event"), the Exercise Price per share of Common Stock purchasable that may be purchased pursuant to the Warrants this Warrant in effect at the time of such action shall be reduced proportionately and the number of shares purchasable of Common Stock that may be purchased pursuant to the Warrants this Warrant shall be increased proportionatelyproportionately to the nearest full amount so as to ensure that the Holder hereof is in the same economic position as such Holder was in prior to such share dividend or subdivision. Conversely, in the event the Company Corporation shall reduce the number of shares of its outstanding Common Stock by declaring a reverse stock split or otherwise combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable that may be purchased pursuant to the Warrants this Warrant in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants this Warrant shall be decreased proportionatelyproportionately to the nearest full amount so as to ensure that the Holder hereof is in the same economic position as such Holder was in prior to such share combination. Any dividend paid or distributed on the Common Stock in shares of any other class of capital stock of the Company Corporation or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof.. An adjustment in the Exercise Price or the number of shares of Common (b) In the event the CompanyCorporation, at any time while the Warrants this Warrant shall remain unexpired and unexercised, shall (i) effect a reorganization, (ii) consolidate with or merge into any person, (iii) transfer or sell all or substantially all of its property, or dissolves(iv) dissolve, liquidates liquidate or winds wind up its affairsaffairs (a "Reorganization Event"), prompt, the Corporation will take prompt action to ensure that proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up Reorganization Event such that the holder Holder of a this Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he such Holder would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any pursuant to such sale, dissolution, liquidation or winding up Reorganization Event with respect to each share of Common Stock which the Holder would have been entitled to receive if such Holder had exercised this Warrant immediately prior to such Reorganization Event. Upon any Reorganization Event referred to in this paragraph 8(b), this Warrant shall continue in full force and effect and the terms hereof shall be applicable to all securities and other property receivable on the exercise of this Warrant after the Companyconsummation of such Reorganization Event; provided, however, that in and shall be binding upon the event issuer of any such salesecurities or other property, dissolutionincluding, liquidation or winding upin the case of any such transfer, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination person acquiring all or substantially all of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books properties or assets of the companyCorporation, whether or not such person shall have expressly assumed the terms of this Warrant. (c) Notwithstanding the provisions of this Section 8, no adjustment of the Exercise Price or the shares of Common Stock to be received upon exercise of the Warrant shall be made unless Exercise Price is the aggregate of such adjustments to the Exercise Price equals or exceeds $0.005. (d) In the event, prior to the expiration of the Warrants this Warrant by exercise thereof or by their its terms, the Company Corporation shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants this Warrant pursuant to the foregoing provisions, the Company Corporation shall give to the Registered Holders registered Holder of the Warrants this Warrant at the addresses such Holder's address as may appear on the books of the Company Corporation at least 10 days fifteen (15) days' prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; , and the number, amount, price and nature of the Common Shares Stock or other shares, securities or assets which will be deliverable on exercise of the Warrants this Warrant after the action for which such record will be taken has been completed. Without limiting the obligation of the Company Corporation to provide notice to the Registered Holders registered Holder of the this Warrant Certificates of any corporate action hereunder, the failure of the Company Corporation to give notice shall not invalidate such corporate action of the CompanyCorporation. (de) No adjustment of the Exercise Price pursuant to this Section 8 or Section 9 shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional stock option or other benefit plans of the CompanyCorporation, the modification, renewal or extension of any stock option or other benefit plan now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any options pursuant to such stock option or other benefit plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions provision of this Section 8 will not apply in the event a merger or acquisition is undertaken by the CompanyCorporation as long as the Corporation is the survivor thereof). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (Biv) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.in connection with compensation arrangements for present or former

Adjustment of Exercise Price and Shares. After each In the event of any adjustment of the Exercise Price pursuant to this Section 87, the number of shares Shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing any such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares Shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares Shares of Common Stock into a greater number of sharesShares, then, in either of such events, the Exercise Price per share Share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares Shares of its outstanding Common Stock by combining such shares Shares into a smaller number of sharesShares, then, in such event, the Exercise Price per share Share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares Shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares Shares of any other class of the Company Company's securities, or in securities convertible into shares of Common Stock of the Company, shall be treated as a dividend paid in Common Stock to the extent that shares Shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision provisions shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share Share of Common Stock of the Company which he he/she/ it would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share Share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this a Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 5:00 p.m., Eastern Pacific Standard Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Holders thereof at such addresses as may appear on the books records of the companyof the Company and the Warrant Agent. (c) Notwithstanding the provisions of this Section 7, no adjustment on the Exercise Price shall be made whereby such Price is adjusted in an amount less than $0.001, the par value of the Company's Common Stock, or until the aggregate of such adjustments shall equal or exceed $0.001. (d) In the event, prior to the expiration of the Warrants Warrant Certificates by exercise or by their terms, the Company shall determine to take a record of the holders Registered Holders of its Common Stock for the purpose of determining shareholders entitled to receive any share Share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares Shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 15 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares Stock or other sharesShares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (de) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any options pursuant to such plans, or (iii) the issuance of Common Stock in connection ith an acquisition or merger of any type (therefore, the anti-dilution provisions of this Section 7 will not apply in the event a merger or acquisition is undertaken by the Company), in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and or the like or like. (iiif) Before taking any action which would cause an adjustment reducing the issuance Exercise Price below the then par value of the Shares of Common Stock in connection with an acquisition or merger issuable upon exercise of any type (thereforethe Warrants, the antidilution provisions of this Section 8 will not apply Company shall take any corporate action which may, in the event a merger or acquisition is undertaken by opinion of its counsel, be necessary in order that the Company). (e) This Agreement shall be incorporated by reference on the Warrant CertificatesCompany may validly and legally issue fully paid and non-assessable Shares of such Common Stock at such adjusted Exercise Price. Upon any adjustment of the exercise Exercise Price required to be made pursuant to this Section 87, the Company Company, within 30 days thereafter thereafter, shall (Aa) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (Bb) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment of the The Exercise Price pursuant to this Section 8, the and number of shares of Common Stock purchasable on the Warrant Shares issuable upon exercise of each this Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be are subject to adjustment from time to time as follows:set forth in this Section 4 . (aA) In If the eventCompany, prior to at any time while this Warrant is outstanding, (i) pays a stock dividend on the expiration Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of the Warrants by exercise or by their termsCommon Stock, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of (ii) subdivides outstanding shares of the Common Stock into a greater larger number of shares, then, in either or (iii) combines outstanding shares of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, then in each such event, case the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and multiplied by a fraction of which the numerator shall be the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in outstanding immediately before such event and of which the denominator shall be the number of shares of any other class of the Company or securities convertible into shares of Common Stock outstanding immediately after such event and the number of Warrant Shares issuable upon exercise of this Warrant shall be treated as a proportionately adjusted. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend paid in Common Stock or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the extent that shares effective date of Common Stock are issuable on the conversion thereofsuch subdivision or combination. (bB) In the event If the Company, at any time while this Warrant is outstanding, distributes to holders of the Warrants Common Stock (i) evidences of its indebtedness, (ii) any security (other than a distribution of the Common Stock covered by the preceding paragraph), (iii) rights or warrants to subscribe for or purchase any security, or (iv) any cash dividend or other asset (in each case, “Distributed Property”), then in each such case the Holder shall remain unexpired and unexercised, shall sell all be entitled upon exercise of this Warrant for the purchase of any or substantially all of the Warrant Shares, to receive the amount of Distributed Property which would have been payable to the Holder had such Holder been the holder of such Warrant Shares on the record date for the determination of stockholders entitled to such Distributed Property. The Company will at all times set aside in escrow and keep available for distribution to such holder upon exercise of this Warrant a portion of the Distributed Property to satisfy the distribution to which such Holder is entitled pursuant to the preceding sentence. (C) Upon the occurrence of each adjustment pursuant to this Section 4, the Company at its propertyexpense will, or dissolvespromptly provide written notice thereof to the Holder and, liquidates or winds up its affairsat the written request of the Holder, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of promptly compute such adjustment in accordance with the terms of any this Warrant and prepare a certificate setting forth such saleadjustment, dissolutionincluding a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), liquidation or winding up describing the transactions giving rise to such that adjustments and showing in detail the holder of facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a Warrant may thereafter receive, on exercise thereof, in lieu copy of each share of Common Stock of such certificate to the Company which he would have been entitled Holder and to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company’s transfer agent. (D) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.0001; provided, however, that any adjustments which by reason of this Section 4(D) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the event provisions of any this Section 4 (other than this Section 4(D)) not later than such saletime as may be required in order to preserve the tax-free nature of a distribution, dissolutionif any, liquidation or winding up, to the right to exercise Holder of this Warrant or the Warrant Shares issuable upon the exercise hereof. All calculations under this Section 4 shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail made to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior $0.0001 or to the expiration nearest 1/1000th of a share, as the Warrants by exercise or by their termscase may be. Anything in this Section 4 to the contrary notwithstanding, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders be entitled to receive any share dividend or other right which will cause any change or adjustment make such reductions in the numberExercise Price, amountin addition to those required by this Section 4, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company as it in its discretion shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is deem to be taken; the purpose advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of stock hereafter made by the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice its stockholders shall not invalidate such corporate action of the Companybe taxable. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 87, the number of shares of Common Stock Option Shares purchasable on the exercise of each Warrant such Options shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants Options by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants Options in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants Options shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants Options in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants Options shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class Common Stock of the Company or securities convertible into shares of Common Stock shall be treated as a share dividend pursuant to the preceding sentence. However, any dividend paid in or distributed on the Common Stock in securities other than Common Stock of the Company, regardless if exercisable for or convertible into Common Stock of the Company, shall not he treated as a share dividend pursuant to the extent that shares of Common Stock are issuable on the conversion thereofpenumbra sentence. (b) In the event the Company, at any time while the Warrants Options shall remain unexpired and unexercised, shall sell all or substantially all of its property, or and thereafter dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate then no provision shall need be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on to allow Option holders to exercise thereofall or any Options held, in lieu of each share of Common Stock of the Company which he would have been entitled order to receive, receive the same kind and amount of any share, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In Notwithstanding the eventprovisions of this Section 7, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or no adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books Exercise Price shall be made whereby such price is adjusted in an amount less than $0.00 or until the aggregate of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice adjustments shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares equal or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Companyexceed $0.00. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with with: (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, : (ii) the establishment of additional option plans plans, common stock purchase warrants or security offerings of the Company, the modification, renewal or extension of any plan such plan, warrants or offerings now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any such options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like warrants; or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company)type. (e) This Option Agreement shall be incorporated by reference on the Warrant Option Certificates. Before taking any action which would cause an adjustment reducing the Exercise Price below the then par value of the shares of Common Stock issuable upon exercise of the Options, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Exercise Price. Upon any adjustment of the exercise Exercise Price required to be made pursuant to this Section 87, the Company within 30 thirty (30) days thereafter shall shall: (Ai) cause to be filed with notify the Warrant Agent a certificate Registered Holder of such adjustment setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, ; and (Bii) cause to be mailed to each of the Registered Holders Holder(s) of the Warrant Option Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) 9.1 In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock Shares as a share stock dividend or shall subdivide the number of outstanding shares of Common Stock Shares into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares Common Shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock Shares by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock Shares at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any Such stock dividend paid or distributed on the Common Stock Shares in shares of any other class of the Company or securities convertible into shares of Common Stock Shares shall be treated as a dividend paid or distributed in Common Stock Shares to the extent that shares of Common Stock Shares are issuable on the payment or conversion thereof. 9.2 In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall be recapitalised by reclassifying its outstanding Common Shares into shares with a different par value, or by changing its outstanding Common Shares to shares without par value or in the event of any other material change of the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalisation or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any holder of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in this agreement, in lieu of the Common Shares of the Company theretofore purchasable on the exercise of any Warrant, such securities or assets as may be issued or payable with respect to or in exchange for the number of Common Shares of the Company theretofore purchasable on exercise of the Warrants had such reclassification, recapitalisation or conveyance not taken place; and in any such event, the rights of any holder of a Warrant to any adjustment in the number of Common Shares purchasable on exercise of such Warrant, as set forth above, shall continue and be preserved in respect of any stock, securities or assets which the holder becomes entitled to purchase; provided, however, that a merger, acquisition of a going business or a portion thereof (b) whether for cash, stock, notes, other securities, or a combination of cash and securities), exchange of stock for stock, exchange of stock for assets, or like transaction involving the Company will not be considered a "MATERIAL CHANGE" for purposes of this clause 9.2, and no adjustment shall be made under this clause 9 by reason of any such merger, acquisition, exchange of stock for stock, exchange of stock for assets, or like transaction. 9.3 In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereofof such Warrant, in lieu of each share of Common Stock Share of the Company which he such holder would have been entitled to receivereceive upon exercise of such Warrant, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock Share of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 5.00 p.m., Eastern Central Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the companyCompany. (c) 9.4 In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock Shares for the purpose of determining shareholders entitled entitling them to receive any purchase its Common Shares at a price per share dividend or other right which will cause any change or adjustment in more than ten per cent. below the numberthen current market price per share (as defined below) of its Common Shares at the date of taking such record, amount, price or nature of then (a) the shares number of Common Stock or other securities or assets deliverable on exercise of the Warrants Shares purchasable pursuant to the foregoing provisionsWarrants shall be redetermined as follows: the number of Common Shares purchasable pursuant to a Warrant immediately prior to such adjustment (taking in account fractional interests to the nearest 1,000th of a share) shall be multiplied by a fraction, the Company numerator of which shall give to be the Registered Holders number of the Warrants at the addresses as may appear on the books Common Shares of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of then outstanding (excluding the Common Shares or other sharesthen owned by the Company) immediately prior to the taking of such record, securities or assets plus the number of additional shares offered for purchase, and the denominator of which will shall be deliverable on exercise the number of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation Common Shares of the Company to provide notice to outstanding (excluding the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken Shares owned by the Company). (e) This Agreement shall be incorporated by reference on immediately prior to the Warrant Certificates. Upon any adjustment taking of such record, plus the number of shares which the aggregate offering price of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after total number of additional shares so offered would purchase at such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.current market price; and

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 87, the number of shares of Common Stock purchasable on the exercise of each Warrant the Warrants shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time anytime while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or and thereafter dissolves, liquidates or winds up its affairs, then prompt, proportionate, ; equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant Warrantholders, may thereafter receive, on elect to exercise thereofall or any Warrants held, in lieu of each share of Common Stock of the Company which he would have been entitled order to receive, receive the same kind and amount of any share, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m.5:00 p.m,, Eastern Mountain Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by my mail to the holders thereof at such addresses as may appear on the books of the companyCompany. (c) Notwithstanding the provisions of this Section 8, no adjustment on the Exercise Price shall be made whereby such price is adjusted in an amount less than $.50 or until the aggregate of such adjustments shall equal or exceed $.50. (d) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days 15 days' prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; taken and the number, amount, price and nature of the shares of Common Shares Stock or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Companyaction. (de) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional stock option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common StockStock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional stock option plans of the Company, the modification, renewal or extension of any plan now in effect or created, or the issuance of Common Stock on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company)type. (ef) This Warrant Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Exercise Price required to be made pursuant to this Section 87, the Company within 30 days thereafter shall (Ai) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (Bii) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment of the The Exercise Price pursuant to this Section 8, the and number of shares of Common Stock purchasable on the Warrant Shares issuable upon exercise of each this Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be are subject to adjustment from time to time as follows:set forth in this Section 4. (aA) In If the eventCompany, prior to at any time while this Warrant is outstanding, (i) pays a stock dividend on the expiration Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of the Warrants by exercise or by their termsCommon Stock, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of (ii) subdivides outstanding shares of the Common Stock into a greater larger number of shares, then, in either or (iii) combines outstanding shares of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, then in each such event, case the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and multiplied by a fraction of which the numerator shall be the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in outstanding immediately before such event and of which the denominator shall be the number of shares of any other class of the Company or securities convertible into shares of Common Stock outstanding immediately after such event and the number of Warrant Shares issuable upon exercise of this Warrant shall be treated as a proportionately adjusted. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend paid in Common Stock or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the extent that shares effective date of Common Stock are issuable on the conversion thereofsuch subdivision or combination. (bB) In the event If the Company, at any time while this Warrant is outstanding, distributes to holders of the Warrants Common Stock (i) evidences of its indebtedness, (ii) any security (other than a distribution of the Common Stock covered by the preceding paragraph), (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each case, “Distributed Property”), then in each such case the Holder shall remain unexpired and unexercised, shall sell all be entitled upon exercise of this Warrant for the purchase of any or substantially all of the Warrant Shares, to receive the amount of Distributed Property which would have been payable to the Holder had such Holder been the holder of such Warrant Shares on the record date for the determination of stockholders entitled to such Distributed Property. The Company will at all times set aside in escrow and keep available for distribution to such holder upon exercise of this Warrant a portion of the Distributed Property to satisfy the distribution to which such Holder is entitled pursuant to the preceding sentence. (C) Upon the occurrence of each adjustment pursuant to this Section 4, the Company at its propertyexpense will, or dissolvesat the written request of the Holder, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of promptly compute such adjustment in accordance with the terms of any this Warrant and prepare a certificate setting forth such saleadjustment, dissolutionincluding a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), liquidation or winding up describing the transactions giving rise to such that adjustments and showing in detail the holder of facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a Warrant may thereafter receive, on exercise thereof, in lieu copy of each share of Common Stock of such certificate to the Company which he would have been entitled Holder and to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company’s transfer agent. (D) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.0001; provided, however, that any adjustments which by reason of this Section 4(D) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the event provisions of any this Section 4 (other than this Section 4(D)) not later than such saletime as may be required in order to preserve the tax-free nature of a distribution, dissolutionif any, liquidation or winding up, to the right to exercise Holder of this Warrant or the Warrant Shares issuable upon the exercise hereof. All calculations under this Section 4 shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail made to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior $0.0001 or to the expiration nearest 1/1000th of a share, as the Warrants by exercise or by their termscase may be. Anything in this Section 4 to the contrary notwithstanding, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders be entitled to receive any share dividend or other right which will cause any change or adjustment make such reductions in the numberExercise Price, amountin addition to those required by this Section 4, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company as it in its discretion shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is deem to be taken; the purpose advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of stock hereafter made by the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice its stockholders shall not invalidate such corporate action of the Companybe taxable. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 87, the number of shares of Common Stock Option Shares purchasable on the exercise of each Warrant such Options shall be in the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants Options by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants Options in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants Option shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants Options in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants Options shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class Common Stock of the Company or securities convertible into shares of Common Stock shall be treated as a share dividend pursuant to the preceding sentence. However, any dividend paid in or distributed on the Common Stock in securities other than Common Stock of the Company, regardless if exercisable for or convertible into Common Stock of the Company, shall not be treated as a share dividend pursuant to the extent that shares of Common Stock are issuable on the conversion thereofpenumbra sentence. (b) In the event the Company, at any time while the Warrants Options shall remain unexpired and unexercised, shall sell all or substantially all of its property, or and thereafter dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate then no provision shall need be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on to allow Option holders to exercise thereofall or any Options held, in lieu of each share of Common Stock of the Company which he would have been entitled order to receive, receive the same kind and amount of any shareshares, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In Notwithstanding the eventprovisions of this Section 7, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or no adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books Exercise Price shall be made whereby such price is adjusted in an amount less than $0.00 or until the aggregate of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice adjustments shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares equal or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Companyexceed $0.00. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with with: (i) the issuance of Common Stock stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, ; (ii) the establishment of additional option plans plans, common stock purchase warrants or security offerings of the Company, the modification, renewal or extension of any plan such plan, warrants or offerings now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any such options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like warrants; or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company)type. (e) This Option Agreement shall be incorporated by reference on the Warrant Option Certificates. Before taking any action which would cause an adjustment reducing the Exercise Price below the then par value of the shares of Common Stock issuable upon exercise of the Options, the Company will take any corporate action which may, in the opinion of counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Exercise Price. Upon any adjustment of the exercise Exercise Price required to be made pursuant to this Section 87, the Company within 30 thirty (30) days thereafter shall shall: (Ai) cause to be filed with notify the Warrant Agent a certificate Registered Holder of such adjustment setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, ; and (Bii) cause to be mailed to each of the Registered Holders Holder(s) of the Warrant Option Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 87, the number of shares of Common Stock Option Units purchasable on the exercise of each Warrant such Options shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. , The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants Options by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants Options in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants Options shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants Options in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants Options shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class Common Stock of the Company or securities convertible into shares of Common Stock shall be treated as a share dividend pursuant to the preceding sentence. However any dividend paid in or distributed on the Common Stock in securities other than Common Stock of the Company, regardless if exercisable for or convertible into Common Stock of the Company, shall be treated as a share dividend pursuant to the extent that shares of Common Stock are issuable on the conversion thereofpenumbra sentence. (b) In the event the Company, at any time while the Warrants Options shall remain unexpired and unexercised, shall sell all or substantially all of its property, or and thereafter dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate then provision shall need be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on to allow Option holders to exercise thereofall or any Options held, in lieu of each share of Common Stock of the Company which he would have been entitled order to receive, receive the same kind and amount of any share, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In Notwithstanding the eventprovisions of this Section 7, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or no adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books Exercise Price shall be made whereby such price is adjusted in an amount less than $0.00 or until the aggregate of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice adjustments shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares equal or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Companyexceed $0.00. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with with: (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans plans, common stock purchase warrants or security offerings of the Company, the modification, renewal or extension of any plan such plan, warrants or offerings now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any such options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like warrants; or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Option Agreement shall be incorporated by reference on the Warrant Option Certificates. Before taking any action which would cause an adjustment reducing the Exercise Price below the then par value of the shares of Common Stock issuable upon exercise of the Options, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares Of such Common Stock at such adjusted Exercise Price. Upon any adjustment of the exercise Exercise Price required to be made pursuant to this Section 87, the Company within 30 thirty (30) days thereafter shall shall: (Ai) cause to be filed with notify the Warrant Agent a certificate Registered Holder of such adjustment setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, ; and (Bii) cause to be mailed to each of the Registered Holders Holder(s) of the Warrant Option Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company.any (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment (a) If at any time prior to the expiration of the Exercise Price pursuant to this Section 8Warrants by their terms or by exercise, the Company increases or decreases the number of its issued and outstanding shares of Common Stock, or changes in any way the rights and privileges of such shares of Common Stock, by means of (i) the payment of a share dividend or the making of any other distribution on such shares of Common Stock payable in its shares of Common Stock, (ii) a split or subdivision of shares of Common Stock Stock, or (iii) a consolidation or combination of shares of Common Stock, then the Exercise Price in effect at the time of such action and the number of Warrants required to purchase each Warrant Share at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Warrant Shares then purchasable on upon the exercise of each Warrant the Warrants shall be increased, decreased or changed in like manner, for the number derived by dividing such adjusted pertinent Exercise Price same aggregate purchase price set forth in the Warrants, as if the Warrant Shares purchasable upon the exercise of the Warrants immediately prior to the event had been issued, outstanding, fully paid and nonassessable at the time of that event. Any dividend paid or distributed on the shares of Common Stock in shares of any other class of shares of the Company or securities convertible into the original pertinent Exercise Price. The pertinent Exercise Price shares of Common Stock shall be subject treated as a dividend paid in shares of Common Stock to adjustment as follows:the extent shares of Common Stock are issuable on the payment or conversion thereof. (ab) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of be recapitalized by reclassifying its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into shares with a greater number of sharesdifferent par value, then, in either of such events, the Exercise Price per share or by changing its outstanding shares of Common Stock purchasable pursuant to shares without par value or in the event of any other material change in the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any Registered Owner of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in effect at this Agreement, in lieu of the time Warrant Shares theretofore purchasable on the exercise of any Warrant, such action shall securities or assets as may be reduced proportionately and issued or payable with respect to or in exchange for the number of shares Warrant Shares theretofore purchasable pursuant to on exercise of the Warrants shall be increased proportionately. Converselyhad such reclassification, recapitalization or conveyance not taken place; and in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in any such event, the Exercise Price per share purchasable pursuant rights of any Registered Owner of a Warrant to the Warrants any adjustment in effect at the time of such action shall be increased proportionately and the number of shares Warrant Shares purchasable on exercise of Common Stock at that time purchasable pursuant to the Warrants such Warrant, as set forth above, shall continue and be decreased proportionately. Any dividend paid or distributed on the Common Stock preserved in shares respect of any other class of stock, securities or assets which the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock Registered Owner becomes entitled to the extent that shares of Common Stock are issuable on the conversion thereofpurchase. (bc) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder Registered Owner of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of Warrant Share which the Company which he Registered Owner would have been entitled to receive, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m.5:00 P.M., Eastern Mountain Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Owners thereof at such addresses as may appear on the books of the companyCompany. (cd) On exercise of the Warrants by the Registered Owners, the Company shall not be required to deliver fractions of Warrant Shares; provided, however, that the Company shall make prompt, proportionate, equitable, lawful and adequate provisions in respect of any such fraction of one Warrant Share either on the basis of adjustment in the then applicable Exercise Price or a purchase of the fractional interest at the price of the Company's shares of Common Stock or such other reasonable basis as the Company may determine. (e) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its shares of Common Stock for the purpose of determining shareholders entitled to receive any share dividend stock dividend, distribution or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other stock, securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders Owners of the Warrants at the addresses as may appear on the books of the Company at least 10 days days' prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the shares of Common Shares Stock or other sharesstock, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders Owners of the Warrant Certificates Warrants of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (df) No adjustment The Warrants shall not entitle the Registered Owner thereof to any of the rights of shareholders or to any dividend declared on the shares of Common Stock unless the Warrant is exercised and the Warrant Shares purchased prior to the record date fixed by the Board of Directors of the Company for the determination of holders of shares of Common Stock entitled to such dividend or other right. (g) The Company shall be empowered, in the sole and unconditional discretion of the Board of Directors, at any time during the Exercise Period, to reduce the applicable Exercise Price of the Warrants. Any reduction in the applicable Exercise Price shall be effective upon written notice to the Warrant Agent, which notice shall be given pursuant to a duly and validly authorized resolution of the Board of Directors of the Company. Any such reduction in the Exercise Price shall be made not entitle the Registered Owners to issuance of any additional Common Shares pursuant to the adjustment provisions set forth elsewhere herein, regardless of whether the reduction in the Exercise Price was effected either prior to or following exercise of Warrants by the Registered Owners thereof. A nonexercising Registered Owner shall have no remedy or rights to receive any additional Warrant Shares as a result of or any reduction in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise applicable Exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustmentsubsection.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to the adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 5:00 p.m., Eastern Mountain Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the companyCompany. (c) Notwithstanding the provisions of this Section 8, no adjustment on the Exercise Price shall be made whereby such Price is adjusted in an amount less than $.01 or until the aggregate of such adjustments shall equal or exceed $.01. (d) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares share of Common Stock or other other, securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days thirty (30) days' prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (de) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any options pursuant to such plans, or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore the anti-dilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company), in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company)like. (ef) This Warrant Agent Agreement shall be incorporated by reference on the Warrant Certificates. Before taking any action which would cause an adjustment reducing the Exercise Price below the then par value of the shares of Common Stock issuable upon exercise of the Warrants, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Exercise Price. Upon any adjustment of the exercise Exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) 9.1 In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock Shares as a share stock dividend or shall subdivide the number of outstanding shares of Common Stock Shares into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares Common Shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock Shares by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock Shares at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any Such stock dividend paid or distributed on the Common Stock Shares in shares of any other class of the Company or securities convertible into shares of Common Stock Shares shall be treated as a dividend paid or distributed in Common Stock Shares to the extent that shares of Common Stock Shares are issuable on the payment or conversion thereof. 9.2 In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall be recapitalised by reclassifying its outstanding Common Shares into shares with a different nominal value, or by changing its outstanding Common Shares to shares without nominal value or in the event of any other material change of the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalisation or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any holder of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in this agreement, in lieu of the Common Shares of the Company theretofore purchasable on the exercise of any Warrant, such securities or assets as may be issued or payable with respect to or in exchange for the number of Common Shares of the Company theretofore purchasable on exercise of the Warrants had such reclassification, recapitalisation or conveyance not taken place; and in any such event, the rights of any holder of a Warrant to any adjustment in the number of Common Shares purchasable on exercise of such Warrant, as set forth above, shall continue and be preserved in respect of any stock, securities or assets which the holder becomes entitled to purchase; provided, however, that a merger, acquisition of a going business or a portion thereof (b) whether for cash, stock, notes, other securities, or a combination of cash and securities), exchange of stock for stock, exchange of stock for assets, or like transaction involving the Company will not be considered a "MATERIAL CHANGE" for purposes of this clause 9.2, and no adjustment shall be made under this clause 9 by reason of any such merger, acquisition, exchange of stock for stock, exchange of stock for assets, or like transaction. 9.3 In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereofof such Warrant, in lieu of each share of Common Stock Share of the Company which he such holder would have been entitled to receivereceive upon exercise of such Warrant, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock Share of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 5.00 p.m., Eastern Central Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the companyCompany. (c) 9.4 In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock Shares for the purpose of determining shareholders entitled entitling them to receive any purchase its Common Shares at a price per share dividend or other right which will cause any change or adjustment in more than ten per cent. below the numberthen current market price per share (as defined below) of its Common Shares at the date of taking such record, amount, price or nature of then (a) the shares number of Common Stock or other securities or assets deliverable on exercise of the Warrants Shares purchasable pursuant to the foregoing provisionsWarrants shall be redetermined as follows: the number of Common Shares purchasable pursuant to a Warrant immediately prior to such adjustment (taking in account fractional interests to the nearest 1,000th of a share) shall be multiplied by a fraction, the Company numerator of which shall give to be the Registered Holders number of the Warrants at the addresses as may appear on the books Common Shares of the Company at least 10 days then outstanding immediately prior written notice to the effect that it intends to take taking of such a record. Such notice shall specify , plus the date as number of additional shares offered for purchase, and the denominator of which such record is to shall be taken; the purpose for which such record is to be taken; and the number, amount, price and nature number of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice outstanding immediately prior to the Registered Holders taking of such record, plus the number of shares which the aggregate offering price of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment total number of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to shares so offered would purchase at such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.current market price; and

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock Shares as a share stock dividend or shall subdivide the number of outstanding shares of Common Stock common Shares into a greater number of shares, then, in either of such events, the then applicable Exercise Price per share of Common Stock Share purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares Common Shares purchasable pursuant to the tot he Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock Shares by combining such shares into a smaller number of shares, then, in such event, the then applicable Exercise Price per share Common Share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock Shares at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock Shares in shares of any other class of the Company or securities convertible into shares of Common Stock Shares shall be treated as a dividend paid in Common Stock Shares to the extent that shares of Common Stock Shares are issuable on the payment of conversion thereof. (b) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall be recapitalized by reclassifying its outstanding Common Shares into shares with a different par value, or by changing its outstanding Common Shares into shares with a different par value, or by changing its outstanding Common Shares to shares without par value or in the event of any other material change of the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any holder of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified on this Agreement, in lieu of the Common Shares of the Company theretofore purchasable on the exercise of any Warrant, such securities or assets as may be issued or payable with respect to or in exchange for the number of Common Shares of the Company theretofore purchasable on exercise of the Warrants had such reclassification, recapitalization or conveyance not taken place; and in any such event, the rights of any holder of a Warrant to any adjustment in the number of Common Shares purchasable on exercise of such Warrant, as set forth above, shall continue and be preserved in respect of any stock, securities or assets which the holder becomes entitled to purchase; provided, however, a merger, acquisition, stock exchange, stock for asset exchange or like transaction by the Company will not be considered a material change for purposes of this paragraph, and no adjustment shall be made under this paragraph by reason of any merger, acquisition, stock exchange or like transaction. (c) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share Common Share of the (d) On exercise of the Warrants by the holders, the Company shall not be required to deliver fractions of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the CompanyShares; provided, however, that prompt, proportionate, equitable, lawful and adequate adjustment in the event Exercise Price payable shall be made in respect of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, fraction of one Common Share on the 10th day next succeeding the date on which notice of such termination basis of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the companyapplicable Exercise Price per share. (ce) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock Shares for the purpose of determining shareholders entitled to receive any share dividend stock dividend, distribution or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock Shares or other stock, securities or assets deliverable on exercise of the Warrants Warrant pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days 30 days' prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other sharesstock, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (df) The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Shares unless the Warrant is exercised and the Common Shares purchased prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Shares entitled to such dividend or other right. (g) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock Shares of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, Shares on exercise of any options pursuant to such plans, (iii) the issuance of Common Shares in connection with compensation arrangements for officers, employees or agents of the Company or and any subsidiary, and the like or like, (iiiiv) the issuance of Common Stock Shares in connection with an acquisition acquisition, merger, stock exchange or merger stock for asset exchange of a similar transaction by or with the Company of any type (thereforeentity, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken as contemplated by the Company)'s plan of operation. (eh) This Agreement The foregoing subparagraphs (a) through (g) shall be incorporated by reference included on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders reverse side of the Warrant Certificates written notice Certificate as a "Statement of such adjustmentrights of Warrant Holders."

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, If at any time prior to the redemption of the Warrants by the Company or the expiration of the Warrants by exercise their terms or by their termsexercise, the Company shall issue any increases or decreases the number of its issued and outstanding shares of its Common Stock as Stock, or changes in any way the rights and privileges of such shares of Common Stock, by means of (i) the payment of a share dividend or shall subdivide the number making of outstanding any other distribution on such shares of Common Stock into payable in its shares of Common Stock, (ii) a greater number split or subdivision of sharesshares of Common Stock, thenor (iii) a consolidation or combination of shares of Common Stock, in either of such events, then the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares Warrants required to purchase each Warrant Share at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Warrant Shares then purchasable pursuant to upon the exercise of the Warrants shall be increased proportionately. Converselyincreased, decreased or changed in like manner, for the same aggregate purchase price set forth in the event Warrants, as if the Company shall reduce Warrant Shares purchasable upon the number exercise of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant Warrants immediately prior to the Warrants in effect event had been issued and outstanding at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionatelyevent. Any dividend paid or distributed on the shares of Common Stock in shares of any other class of shares of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in shares of Common Stock to the extent that shares of Common Stock are issuable on the payment or conversion thereof. (b) In the event that, prior to the redemption of the Warrants by the Company or the expiration of the Warrants by exercise or by their terms, the Company shall be recapitalized by reclassifying its outstanding shares of Common Stock into shares with a different par value, or by changing its outstanding shares of Common Stock to shares without par value or in the event of any other material change of the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any Registered Owner of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in this Agreement, in lieu of the Warrant Shares theretofore purchasable on the exercise of any Warrant, such securities or assets as may be issued or payable with respect to or in exchange for the number of Warrant Shares theretofore purchasable on exercise of the Warrants had such reclassification, recapitalization or conveyance not taken place, and in any such event, the rights of any Registered Owner of a Warrant to any adjustment in the number of Warrant Shares purchasable on exercise of such Warrant, as set forth above, shall continue and be preserved in respect of any stock, securities or assets which the Registered Owner becomes entitled to purchase. (c) In the event the Company, at any time while the Warrants shall remain unreedemed, unexpired and unexercised, shall sell all or substantially all of its propertyassets, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder Registered Owner of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company Warrant Share which he would have been entitled to receive, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, 5:00 p.m. Pacific Standard Time on the 10th thirtieth (30th) day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Owners thereof at such addresses as may appear on the books of the companyCompany. (cd) On exercise of the Warrants by the Registered Owners, the Company shall not be required to deliver fractions of Warrant Shares; provided, however, that the Company shall make prompt, proportionate, equitable, lawful and adequate provisions in respect of any such fraction of one Warrant Share either on the basis of adjustment in the then applicable Exercise Price or a purchase of the fractional interest at the price of the Company's shares of Common Stock on the Exercise Date or such other reasonable basis as the Company may determine. (e) In the event, prior to the redemption of the Warrants by the Company or the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its shares of Common Stock for the purpose of determining shareholders entitled to receive any share dividend stock dividend, distribution or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other stock, securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders Owners of the Warrants at the addresses as may appear on the books of the Company at least 10 days thirty (30) days' prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the shares of Common Shares Stock or other sharesstock, securities or assets which that will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders Owners of the Warrant Certificates Warrants of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (df) The Warrants shall not entitle the Registered Owner thereof to any of the rights of shareholders or to any dividend declared on the shares of Common Stock unless the Exercise Date for the relevant Warrant Shares purchased is prior to the record date fixed by the Board of Directors of the Company for the determination of holders of shares of Common Stock entitled to such dividend or other right. (g) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of shares of Common Stock of the Company pursuant to options, warrants warrants, employee stock ownership plans and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of shares of Common Stock, Stock on exercise of any options pursuant to such plans, and (iii) the issuance of shares of Common Stock in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company)like. (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each Warrant such Warrants shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class Common Stock of the Company or securities convertible into shares of Common Stock shall be treated as a share dividend pursuant to the preceding sentence. However, any dividend paid in or distributed on the Common Stock in securities of the Company other than Common Stock, regardless if exercisable for or convertible into Common Stock of the Company, shall not be treated as a share dividend pursuant to the extent that shares of Common Stock are issuable on the conversion thereofpenumbra sentence. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or and thereafter dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate then no provision shall need be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on to allow Warrantholders to exercise thereofall or any Warrants held, in lieu of each share of Common Stock of order to receive the Company which he would have been entitled to receive, the 8 9 same kind and amount of any share, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In Notwithstanding the eventprovisions of this Section 8, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or no adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books Exercise Price shall be made whereby such price is adjusted in an amount less than $.05 or until the aggregate of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice adjustments shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares equal or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Companyexceed $.05. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with with: (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, ; (ii) the establishment of additional option plans plans, common stock purchase warrants or security offerings of the Company, the modification, renewal or extension of any plan such plan, warrants or offerings now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any such options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like warrants; or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company)type. (e) This Warrant Agreement shall be incorporated by reference referenced on the Warrant Certificates. Before taking any action which would cause an adjustment reducing the Exercise Price below the then par value of the shares of Common Stock issuable upon exercise of the Warrants, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Exercise Price. Upon any adjustment of the exercise Exercise Price required to be made pursuant to this Section 8, the Company within 30 thirty (30) days thereafter shall shall: (Ai) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, ; and (Bii) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price Price(s) pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each Warrant such Warrants shall be the number derived by dividing such adjusted pertinent Exercise Price Price(s) into the original pertinent Exercise PricePrice(s). The pertinent Exercise Price Price(s) shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price Price(s) per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price Price(s) per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or and thereafter dissolves, liquidates or winds up its affairs, then prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant Warrantholders may thereafter receive, on elect to exercise thereofall or any Warrants held, in lieu of each share of Common Stock of the Company which he would have been entitled order to receive, receive the same kind and amount of any share, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 5:00 p.m., Eastern Mountain Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the companyCompany. (c) Notwithstanding the provisions of this Section 8, no adjustment on the Exercise Price(s) shall be made whereby such price is adjusted in an amount less than $1.00 or until the aggregate of such adjustments shall equal or exceed $1.00. (d) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days 15 days' prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; taken and the number, amount, price and nature of the shares of Common Shares Stock or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Companyaction. (de) No adjustment of the Exercise Price Price(s) shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a any merger or acquisition is undertaken by the Company). (ef) This Warrant Agreement shall be incorporated by reference on the Warrant Certificates. Before taking any action which would cause an adjustment reducing the Exercise Price(s) below the then par value of the shares of Common Stock issuable upon exercise of the Warrants, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Exercise Price. Upon any adjustment of the exercise Price Exercise Price(s) required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (Ai) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (Bii) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment (a) If at any time prior to the expiration of the Exercise Price pursuant to this Section 8Warrants by their terms or by exercise, the Company increases or decreases the number of its issued and outstanding shares of Common Stock, or changes in any way the rights and privileges of such shares of Common Stock, by means of (i) the payment of a share dividend or the making of any other distribution on such shares of Common Stock payable in its shares of Common Stock, (ii) a split or subdivision of shares of Common Stock Stock, or (iii) a consolidation or combination of shares of Common Stock, then the Exercise Price in effect at the time of such action and the number of Warrants required to purchase each Warrant Share at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Warrant Shares then purchasable on upon the exercise of each Warrant the Warrants shall be increased, decreased or changed in like manner, for the number derived by dividing such adjusted pertinent Exercise Price same aggregate purchase price set forth in the Warrants, as if the Warrant Shares purchasable upon the exercise of the Warrants immediately prior to the event had been issued, outstanding, fully paid and nonassessable at the time of that event. Any dividend paid or distributed on the shares of Common Stock in shares of any other class of shares of the Company or securities convertible into the original pertinent Exercise Price. The pertinent Exercise Price shares of Common Stock shall be subject treated as a dividend paid in shares of Common Stock to adjustment as follows:the extent shares of Common Stock are issuable on the payment or conversion thereof. (ab) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of be recapitalized by reclassifying its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into shares with a greater number of sharesdifferent par value, then, in either of such events, the Exercise Price per share or by changing its outstanding shares of Common Stock purchasable pursuant to shares without par value or in the event of any other material change in the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any Registered Owner of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in effect at this Agreement, in lieu of the time Warrant Shares theretofore purchasable on the exercise of any Warrant, such action shall securities or assets as may be reduced proportionately and issued or payable with respect to or in exchange for the number of shares Warrant Shares theretofore purchasable pursuant to on exercise of the Warrants shall be increased proportionately. Converselyhad such reclassification, recapitalization or conveyance not taken place; and in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in any such event, the Exercise Price per share purchasable pursuant rights of any Registered Owner of a Warrant to the Warrants any adjustment in effect at the time of such action shall be increased proportionately and the number of shares Warrant Shares purchasable on exercise of Common Stock at that time purchasable pursuant to the Warrants such Warrant, as set forth above, shall continue and be decreased proportionately. Any dividend paid or distributed on the Common Stock preserved in shares respect of any other class of stock, securities or assets which the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock Registered Owner becomes entitled to the extent that shares of Common Stock are issuable on the conversion thereofpurchase. (bc) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder Registered Owner of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company Warrant Share which he would have been entitled to receive, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m.5:00 P.M., Eastern Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Owners thereof at such addresses as may appear on the books of the companyCompany. (cd) On exercise of the Warrants by the Registered Owners, the Company shall not be required to deliver fractions of Warrant Shares; provided, however, that the Company shall make prompt, proportionate, equitable, lawful and adequate provisions in respect of any such fraction of one Warrant Share either on the basis of adjustment in the then applicable Exercise Price or a purchase of the fractional interest at the price of the Company's shares of Common Stock or such other reasonable basis as the Company may determine. (e) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its shares of Common Stock for the purpose of determining shareholders entitled to receive any share dividend stock dividend, distribution or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other stock, securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders Owners of the Warrants at the addresses as may appear on the books of the Company at least 10 days 30 days' prior written notice to the effect that it intends to take such a recordrecord provided, however, that notice to the Registered Owners of an extension of the Expiration Date may be made by publication or by release to Dow Jones, P.R. Newswire or other means of general distribution. Such notice Sxxx xxxxxx shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the shares of Common Shares Stock or other sharesstock, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders Owners of the Warrant Certificates Warrants of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (df) No adjustment The Warrants shall not entitle the Registered Owner thereof to any of the rights of shareholders or to any dividend declared on the shares of Common Stock unless the Warrant is exercised and the Warrant Shares purchased prior to the record date fixed by the Board of Directors of the Company for the determination of holders of shares of Common Stock entitled to such dividend or other right. (g) The Company shall be empowered, in the sole and unconditional discretion of the Board of Directors, at any time during the Exercise Period, to reduce the applicable Exercise Price of the Warrants. Any such reduction in the applicable Exercise Price shall be effective upon written notice to the Warrant Agent, which notice shall be given pursuant to a duly and validly authorized resolution of the Board of Directors of the Company. Any such reduction in the Exercise Price shall be made not entitle the Registered Owners to issuance of any additional Common Shares pursuant to the adjustment provisions set forth elsewhere herein, regardless of whether the reduction in the Exercise Price was effected either prior to or following exercise of Warrants by the Registered Owners thereof. A non-exercising Registered Owner shall have no remedy or rights to receive any additional Warrant Shares as a result of or any reduction in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise applicable Exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustmentsubsection.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock common stock as a share dividend dividend, or shall subdivide the number of outstanding shares of Common Stock common stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock common stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately proportionately, and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock common stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable purchasable, pursuant to the Warrants in effect at the time of such action action, shall be increased proportionately proportionately, and the number of shares of Common Stock common stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock common stock in shares of any other class of the Company Company, or securities convertible into shares of Common Stock common stock shall be treated as a dividend paid in Common Stock common stock to the extent that shares of Common Stock common stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock common stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock common stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 5:00 p.m., Eastern Mountain Standard Time, on the 10th 30th day next succeeding the date on which notice of such termination of or the right to exercise the Warrants has been given by mail to the holders Registered Holders thereof at such addresses as may appear on the books of the companyCompany. (c) Notwithstanding the provisions of this Section 7, no adjustment on the Exercise Price shall be made whereby such Price is adjusted in an amount less than $.02 or until the aggregate of such adjustments shall equal or exceed $.05. (d) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares share of Common Stock or other other, securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days days' prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (de) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the sale of additional shares of Common Stock for less than the exercise price of the Warrants or the current market price of the Company's securities, (ii) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (iiiii) the establishment of additional option plans of the Company, the modification, renewal or extension of or any plan now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iiiiv) the issuance of Common Stock in connection with an acquisition or merger of any type in which the Company is the surviving corporation (therefore, the antidilution anti-dilution provisions of this Section 8 will not apply in the event such a merger or acquisition is undertaken by the Company), or (v) in connection with compensation arrangements for officers, employees or agents or the Company or any subsidiary, and the like. (ef) This Warrant Agent Agreement shall be incorporated by reference on the Warrant Certificates. Before taking any action which would cause an adjustment reducing the Exercise Price below the then par value of the shares of Common Stock issuable upon exercise of the Warrants, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Exercise Price. Upon any adjustment of the exercise Exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment (a) If at any time prior to the expiration of the Exercise Price pursuant to this Section 8Warrants by their terms or by exercise, the Company increases or decreases the number of its issued and outstanding shares of Common Stock, or changes in any way the rights and privileges of such shares of Common Stock, by means of (i) the payment of a share dividend or the making of any other distribution on such shares of Common Stock payable in its shares of Common Stock, (ii) a split or subdivision of shares of Common Stock Stock, or (iii) a consolidation or combination of shares of Common Stock, then the Exercise Price in effect at the time of such action and the number of Warrants required to purchase each Warrant Share at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Warrant Shares then purchasable on upon the exercise of each Warrant the Warrants shall be increased, decreased or changed in like manner, for the number derived by dividing such adjusted pertinent Exercise Price same aggregate purchase price set forth in the Warrants, as if the Warrant Shares purchasable upon the exercise of the Warrants immediately prior to the event had been issued, outstanding, fully paid and nonassessable at the time of that event. Any dividend paid or distributed on the shares of Common Stock in shares of any other class of shares of the Company or securities convertible into the original pertinent Exercise Price. The pertinent Exercise Price shares of Common Stock shall be subject treated as a dividend paid in shares of Common Stock to adjustment as follows:the extent shares of Common Stock are issuable on the payment or conversion thereof. (ab) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of be recapitalized by reclassifying its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into shares with a greater number of sharesdifferent par value, then, in either of such events, the Exercise Price per share or by changing its outstanding shares of Common Stock purchasable pursuant to shares without par value or in the event of any other material change in the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any Registered Owner of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in effect at this Agreement, in lieu of the time Warrant Shares theretofore purchasable on the exercise of any Warrant, such action shall securities or assets as may be reduced proportionately and issued or payable with respect to or in exchange for the number of shares Warrant Shares theretofore purchasable pursuant to on exercise of the Warrants shall be increased proportionately. Converselyhad such reclassification, recapitalization or conveyance not taken place; and in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in any such event, the Exercise Price per share purchasable pursuant rights of any Registered Owner of a Warrant to the Warrants any adjustment in effect at the time of such action shall be increased proportionately and the number of shares Warrant Shares purchasable on exercise of Common Stock at that time purchasable pursuant to the Warrants such Warrant, as set forth above, shall continue and be decreased proportionately. Any dividend paid or distributed on the Common Stock preserved in shares respect of any other class of stock, securities or assets which the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock Registered Owner becomes entitled to the extent that shares of Common Stock are issuable on the conversion thereofpurchase. (bc) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder Registered Owner of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company Warrant Share which he would have been entitled to receive, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m.5:00 P.M., Eastern Mountain Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Owners thereof at such addresses as may appear on the books of the companyCompany. (cd) In the event, event prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled entitling them to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the purchase its shares of Common Stock or other securities or assets deliverable on exercise of at a price per share more than 10% below the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants then-current market price per share (as defined below) at the addresses as may appear on the books date of the Company at least 10 days prior written notice to the effect that it intends to take taking such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amountthen, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance number of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.Shares purchasable pursuant

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price Price(s) pursuant to this Section 8, the number of shares of Common Stock purchasable on upon the exercise of each Warrant shall be the number derived receivable upon exercise thereof prior to such adjustment multiplied by dividing a fraction, the numerator of which shall be the original Exercise Price as defined in Section 3 above and the denominator of which shall be such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price of the Warrants shall be subject to adjustment as followsset forth below: (ai) In the event, prior to the expiration of the Warrants by exercise or by their terms, If the Company shall issue any shares of subdivides its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either shares of such eventsCommon Stock, the Exercise Price per share in effect immediately prior to such subdivision shall be proportionately reduced. Conversely, if the Company combines its outstanding shares of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the lesser number of shares of Common Stock at that time purchasable pursuant Stock, the Exercise Price in effect immediately prior to the Warrants such combination shall be decreased proportionatelyproportionately increased. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder case of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he would have been entitled to receivesubdivision or combination, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as of the effective date of the applicable event. A distribution on shares of Common Stock, including a result distribution of Convertible Securities, to shareholders of the Company on a pro rata basis shall be considered a subdivision of shares of Common Stock for the purposes of this subsection (a)(i) of this Section 8, except that the adjustment will be made as of the record date for such distribution and any such distribution of Convertible Securities shall be deemed to be a distribution of the shares of Common Stock underlying such Convertible Securities. (ii) If the Company shall at any time distribute or cause to be distributed to its shareholders, on a pro rata basis, cash or assets of the Company, or cash, assets, or securities of any entity other than the Company including a subsidiary of the Company, then the Exercise Price in connection with effect immediately prior to such distribution shall automatically be reduced by an amount determined by dividing (x) the amount (if cash) or the value (if assets or securities) of the holders' of Warrants pro rata share of such distribution determined assuming that all holders of Warrants had exercised their Warrants on the day prior to such distribution, by (y) the number of shares of Common Stock issuable upon the exercise of this Warrant by the Holder on the day prior to such distribution. (b) Anything in this Section 8 to the contrary notwithstanding, the Company shall not be required to give effect to any adjustment in the Exercise Price unless and until the net effect of one or more adjustments, determined as above provided, shall have required a change of the Exercise Price by at least one cent, but when the cumulative net effect of more than one adjustment so determined shall be to change the actual Exercise Price by at least one cent, such change in the Exercise Price shall thereupon be given effect. (c) Upon any adjustment of the Exercise Price, the Holder of this Warrant shall thereafter (until another such adjustment) be entitled to purchase, at the new Exercise Price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of this Warrant by the Exercise Price specified in the first paragraph hereof and dividing the product so obtained by the new Exercise Price. (i) Whenever reference is made in this Section 8 to the issuance distribution of shares of Common Stock, the term "Common Stock" shall mean the Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on authorized as of the date hereof, (ii) the establishment hereof and any other class of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of stock ranking on a parity with such Common Stock. However, on exercise of any options pursuant subject to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). subsection (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, shares issuable upon exercise hereof shall include only shares of the class designated as Common Stock of the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each as of the Registered Holders of the Warrant Certificates written notice of such adjustmentdate hereof.

Adjustment of Exercise Price and Shares. After The Exercise Price and number of Exercise Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 4. (A) If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each adjustment of such case (x) the Exercise Price pursuant to this Section 8, shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock purchasable on outstanding immediately before such event and of which the exercise of each Warrant denominator shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to outstanding immediately after such event and (y) the Warrants Exercise Shares shall be decreased proportionately. Any dividend paid or distributed on multiplied by a fraction of which the Common Stock in shares numerator shall be the number of any other class of the Company or securities convertible into shares of Common Stock outstanding immediately after such event and of which the denominator shall be treated as a dividend paid in Common Stock to the extent that number of shares of Common Stock are issuable on outstanding immediately before such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a record date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose determination of determining shareholders stockholders entitled to receive any share such dividend or other right which will cause distribution, and any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, clause (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in paragraph shall become effective immediately after the event a merger effective date of such subdivision or acquisition is undertaken by the Company)combination. (eB) This Agreement shall be incorporated by reference on Upon the Warrant Certificates. Upon occurrence of any adjustment of the exercise Price required to be made pursuant to this Section 84, the Company within 30 days thereafter shall (A) cause to be filed at its expense will, at the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Warrant Agent and prepare a certificate setting forth such adjustment, including a statement of the pertinent adjusted Exercise Price after and adjusted number or type of Exercise Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustment adjustments and setting forth showing in reasonable detail the method of calculation and the facts upon which such calculation adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustmentCompany’s transfer agent.

Adjustment of Exercise Price and Shares. After The Exercise Price and number of Exercise Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 4. (A) If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each adjustment of such case the Exercise Price pursuant to this Section 8, shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock purchasable on outstanding immediately before such event and of which the exercise of each Warrant denominator shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the Warrants record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall be decreased proportionatelybecome effective immediately after the effective date of such subdivision or combination. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (bB) In the event If the Company, at any time while the Warrants shall remain unexpired and unexercisedthis Warrant is outstanding, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share distributes to holders of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance evidences of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereofits indebtedness, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance security (other than a distribution of Common StockStock covered by the preceding paragraph), on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each case, “Distributed Property”), then in each such case the issuance Holder shall be entitled upon exercise of Common Stock in connection with an acquisition or merger this Warrant for the purchase of any type (thereforeor all of the Exercise Shares, to receive the antidilution provisions amount of Distributed Property which would have been payable to the Holder had such Holder been the holder of such Exercise Shares on the record date for the determination of stockholders entitled to such Distributed Property. The Company will at all times set aside in escrow and keep available for distribution to such holder upon exercise of this Section 8 will not apply in Warrant a portion of the event a merger or acquisition Distributed Property to satisfy the distribution to which such Holder is undertaken by entitled pursuant to the Company)preceding sentence. (eC) This Agreement shall be incorporated by reference on Upon the Warrant Certificates. Upon any occurrence of each adjustment of the exercise Price required to be made pursuant to this Section 84, the Company within 30 days thereafter shall (A) cause to be filed at its expense will, at the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Warrant Agent and prepare a certificate setting forth such adjustment, including a statement of the pertinent adjusted Exercise Price after and adjusted number or type of Exercise Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustment adjustments and setting forth showing in reasonable detail the method of calculation and the facts upon which such calculation adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustmentCompany’s transfer agent.

Adjustment of Exercise Price and Shares. After each In the event of any adjustment of the Exercise Price pursuant to this Section 87, the number of shares Shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing any such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares Shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares Shares of Common Stock into a greater number of sharesShares, then, in either of such events, the Exercise Price per share Share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares Shares of its outstanding Common Stock by combining such shares Shares into a smaller number of sharesShares, then, in such event, the Exercise Price per share Share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares Shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares Shares of any other class of the Company Company's securities, or in securities convertible into shares of Common Stock of the Company, shall be treated as a dividend paid in Common Stock to the extent that shares Shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision provisions shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share Share of Common Stock of the Company which he he/she/ it would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share Share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this a Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 5:00 p.m., Eastern Pacific Standard Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Holders thereof at such addresses as may appear on the books records of the companyof the Company and the Warrant Agent. (c) Notwithstanding the provisions of this Section 7, no adjustment on the Exercise Price shall be made whereby such Price is adjusted in an amount less than $0.001, the par value of the Company's Common Stock, or until the aggregate of such adjustments shall equal or exceed $0.001. (d) In the event, prior to the expiration of the Warrants Warrant Certificates by exercise or by their terms, the Company shall determine to take a record of the holders Registered Holders of its Common Stock for the purpose of determining shareholders entitled to receive any share Share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares Shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 15 days prior written notice to the effect that it intends to take such a record. Such notice shall hall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares Stock or other sharesShares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (de) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any options pursuant to such plans, or (iii) the issuance of Common Stock in connection ith an acquisition or merger of any type (therefore, the anti-dilution provisions of this Section 7 will not apply in the event a merger or acquisition is undertaken by the Company), in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and or the like or like. (iiif) Before taking any action which would cause an adjustment reducing the issuance Exercise Price below the then par value of the Shares of Common Stock in connection with an acquisition or merger issuable upon exercise of any type (thereforethe Warrants, the antidilution provisions of this Section 8 will not apply Company shall take any corporate action which may, in the event a merger or acquisition is undertaken by opinion of its counsel, be necessary in order that the Company). (e) This Agreement shall be incorporated by reference on the Warrant CertificatesCompany may validly and legally issue fully paid and non- assessable Shares of such Common Stock at such adjusted Exercise Price. Upon any adjustment of the exercise Exercise Price required to be made pursuant to this Section 87, the Company Company, within 30 days thereafter thereafter, shall (Aa) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (Bb) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After The Exercise Price and number of Exercise Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 4. (A) If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each adjustment such case the number of Exercise Shares issuable upon exercise of this Warrant shall be proportionately adjusted to reflect the distribution, subdivision or combination and the Exercise Price pursuant to this Section 8, shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock purchasable on outstanding immediately before such event and of which the exercise of each Warrant denominator shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the Warrants record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall be decreased proportionately. Any dividend paid become effective immediately after the effective date of such subdivision or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereofcombination. (bB) In the event If the Company, at any time while the Warrants shall remain unexpired and unexercisedthis Warrant is outstanding, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share distributes to holders of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance evidences of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereofits indebtedness, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance security (other than a distribution of Common StockStock covered by the preceding paragraph), on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each case, “Distributed Property”), then in each such case the issuance Holder shall be entitled upon exercise of Common Stock in connection with an acquisition or merger this Warrant for the purchase of any type (thereforeor all of the Exercise Shares, to receive the antidilution provisions amount of Distributed Property which would have been payable to the Holder had such Holder been the holder of such Exercise Shares on the record date for the determination of stockholders entitled to such Distributed Property. The Company will at all times set aside in escrow and keep available for distribution to such holder upon exercise of this Section 8 will not apply in Warrant a portion of the event a merger or acquisition Distributed Property to satisfy the distribution to which such Holder is undertaken by entitled pursuant to the Company)preceding sentence. (eC) This Agreement shall be incorporated by reference on Upon the Warrant Certificates. Upon any occurrence of each adjustment of the exercise Price required to be made pursuant to this Section 84, the Company within 30 days thereafter shall (A) cause to be filed at its expense will, at the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Warrant Agent and prepare a certificate setting forth such adjustment, including a statement of the pertinent adjusted Exercise Price after and adjusted number or type of Exercise Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustment adjustments and setting forth showing in reasonable detail the method of calculation and the facts upon which such calculation adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustmentCompany’s transfer agent.

Adjustment of Exercise Price and Shares. After each adjustment (a) If at any time prior to the expiration of the Exercise Price pursuant to this Section 8Warrants by their terms or by exercise, the Company increases or decreases the number of its issued and outstanding shares of Common Stock, or changes in any way the rights and privileges of such shares of Common Stock, by means of (i) the payment of a share dividend or the making of any other distribution on such shares of Common Stock payable in its shares of Common Stock, (ii) a split or subdivision of shares of Common Stock Stock, or (iii) a consolidation or combination of shares of Common Stock, then the Exercise Price in effect at the time of such action and the number of Warrants required to purchase each Warrant Share at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Warrant Shares then purchasable on upon the exercise of each Warrant the Warrants shall be increased, decreased or changed in like manner, for the number derived by dividing such adjusted pertinent Exercise Price same aggregate purchase price set forth in the Warrants, as if the Warrant Shares purchasable upon the exercise of the Warrants immediately prior to the event had been issued, outstanding, fully paid and nonassessable at the time of that event. Any dividend paid or distributed on the shares of Common Stock in shares of any other class of shares of the Company or securities convertible into the original pertinent Exercise Price. The pertinent Exercise Price shares of Common Stock shall be subject treated as a dividend paid in shares of Common Stock to adjustment as follows:the extent shares of Common Stock are issuable on the payment or conversion thereof. (ab) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of be recapitalized by reclassifying its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into shares with a greater number of sharesdifferent par value, then, in either of such events, the Exercise Price per share or by changing its outstanding shares of Common Stock purchasable pursuant to shares without par value or in the event of any other material change of the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any Registered Owner of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in effect at this Agreement, in lieu of the time Warrant Shares theretofore purchasable on the exercise of any Warrant, such action shall securities or assets as may be reduced proportionately and issued or payable with respect to or in exchange for the number of shares Warrant Shares theretofore purchasable pursuant to on exercise of the Warrants shall be increased proportionately. Converselyhad such reclassification, recapitalization or conveyance not taken place; and in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in any such event, the Exercise Price per share purchasable pursuant rights of any Registered Owner of a Warrant to the Warrants any adjustment in effect at the time of such action shall be increased proportionately and the number of shares Warrant Shares purchasable on exercise of Common Stock at that time purchasable pursuant to the Warrants such Warrant, as set forth above, shall continue and be decreased proportionately. Any dividend paid or distributed on the Common Stock preserved in shares respect of any other class of stock, securities or assets which the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock Registered Owner becomes entitled to the extent that shares of Common Stock are issuable on the conversion thereofpurchase. (bc) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder Registered Owner of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company Warrant Share which he would have been entitled to receive, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m.5:00 P.M., Eastern Mountain Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Owners thereof at such addresses as may appear on the books of the companyCompany. (cd) On exercise of the Warrants by the Registered Owners, the Company shall not be required to deliver fractions of Warrant Shares; provided, however, that the Company shall make prompt, proportionate, equitable, lawful and adequate provisions in respect of any such fraction of one Warrant Share either on the basis of adjustment in the then applicable Exercise Price or a purchase of the fractional interest at the price of the Company's shares of Common Stock or such other reasonable basis as the Company may determine. (e) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its shares of Common Stock for the purpose of determining shareholders entitled to receive any share dividend stock dividend, distribution or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other stock, securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders Owners of the Warrants at the addresses as may appear on the books of the Company at least 10 days 30 days' prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the shares of Common Shares Stock or other sharesstock, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders Owners of the Warrant Certificates Warrants of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (df) The Warrants shall not entitle the Registered Owner thereof to any of the rights of shareholders or to any dividend declared on the shares of Common Stock unless the Warrant is exercised and the Warrant Shares purchased prior to the record date fixed by the Board of Directors of the Company for the determination of holders of shares of Common Stock entitled to such dividend or other right. (g) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of shares of Common Stock of the Company pursuant to options, warrants warrants, employee stock ownership plans and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of shares of Common Stock, Stock on exercise of any options pursuant to such plans, and (iii) the issuance of shares of Common Stock in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company)like. (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment (a) If at any time prior to the expiration of the Exercise Price pursuant to this Section 8Warrants by their terms or by exercise, the Company increases or decreases the number of its issued and outstanding shares of Common Stock, or changes in any way the rights and privileges of such shares of Common Stock, by means of (i) the payment of a share dividend or the making of any other distribution on such shares of Common Stock payable in its shares of Common Stock, (ii) a split or subdivision of shares of Common Stock Stock, or (iii) a consolidation or combination of shares of Common Stock, then the Exercise Price in effect at the time of such action and the number of Warrants required to purchase each Warrant Share at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Warrant Shares then purchasable on upon the exercise of each Warrant the Warrants shall be increased, decreased or changed in like manner, for the number derived by dividing such adjusted pertinent Exercise Price same aggregate purchase price set forth in the Warrants, as if the Warrant Shares purchasable upon the exercise of the Warrants immediately prior to the event had been issued, outstanding, fully paid and non-assessable at the time of that event. Any dividend paid or distributed on the shares of Common Stock in shares of any other class of shares of the Company or securities convertible into the original pertinent Exercise Price. The pertinent Exercise Price shares of Common Stock shall be subject treated as a dividend paid in shares of Common Stock to adjustment as follows:the extent shares of Common Stock are issuable on the payment or conversion thereof. (ab) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of be recapitalized by reclassifying its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into shares with a greater number of sharesdifferent par value, then, in either of such events, the Exercise Price per share or by changing its outstanding shares of Common Stock purchasable pursuant to shares without par value or in the event of any other material change in the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any Registered Owner of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in effect at this Agreement, in lieu of the time Warrant Shares theretofore purchasable on the exercise of any Warrant, such action shall securities or assets as may be reduced proportionately and issued or payable with respect to or in exchange for the number of shares Warrant Shares theretofore purchasable pursuant to on exercise of the Warrants shall be increased proportionately. Converselyhad such reclassification, recapitalization or conveyance not taken place; and in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in any such event, the Exercise Price per share purchasable pursuant rights of any Registered Owner of a Warrant to the Warrants any adjustment in effect at the time of such action shall be increased proportionately and the number of shares Warrant Shares purchasable on exercise of Common Stock at that time purchasable pursuant to the Warrants such Warrant, as set forth above, shall continue and be decreased proportionately. Any dividend paid or distributed on the Common Stock preserved in shares respect of any other class of stock, securities or assets which the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock Registered Owner becomes entitled to the extent that shares of Common Stock are issuable on the conversion thereofpurchase. (bc) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder Registered Owner of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of Warrant Share which the Company which he Registered Owner would have been entitled to receive, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m.5:00 P.M., Eastern Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Owners thereof at such addresses as may appear on the books of the companyCompany. (cd) In the event, event prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled entitling them to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the purchase its shares of Common Stock or other securities or assets deliverable on exercise of at a price per share more than 10% below the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants then-current market price per share (as defined below) at the addresses as may appear on the books date of the Company at least 10 days prior written notice to the effect that it intends to take taking such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amountthen, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance number of Warrant Shares purchasable pursuant to the Warrants shall be redetermined as follows: the number of Warrant Shares purchasable pursuant to a Warrant immediately prior to such adjustment (taking into account fractional interests to the nearest 1,000th of a share) shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock of the Company pursuant outstanding (excluding shares of Common Stock then owned by the Company) immediately prior to optionsthe taking of such record, warrants and share purchase agreements outstanding or in effect on plus the date hereof, (ii) the establishment number of additional option plans shares offered for purchase, and the denominator of which shall be the Company, the modification, renewal or extension number of any plan now in effect or hereafter created, or the issuance shares of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents Stock of the Company or any subsidiary, and the like or outstanding (iii) the issuance excluding shares of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken owned by the Company). (e) This Agreement shall be incorporated by reference on immediately prior to the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice taking of such adjustment.record, plus the

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 87, the number of shares of Common Stock purchasable on the exercise of each Warrant the Warrants shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or and thereafter dissolves, liquidates or winds up its affairs, then prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant Warrantholders may thereafter receive, on elect to exercise thereofall or any Warrants held, in lieu of each share of Common Stock of the Company which he would have been entitled order to receive, receive the same kind and amount of any share, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 5:00 p.m., Eastern Mountain Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by my mail to the holders thereof at such addresses as may appear on the books books, of the companyCompany. (c) Notwithstanding the provisions of this Section 8, no adjustment on the Exercise Price shall be made whereby such price is adjusted in an amount less than $.50 or until the aggregate of such adjustments shall equal or exceed $.50. (d) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days 15 days' prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; taken and the number, amount, price and nature of the shares of Common Shares Stock or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Companyaction. (de) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional stock option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company)type. (ef) This Warrant Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Exercise Price required to be made pursuant to this Section 87, the Company within 30 days thereafter shall (Ai) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (Bii) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment (a) If at any time prior to the expiration of the Exercise Price pursuant to this Section 8Warrants by their terms or by exercise, the Company increases or decreases the number of its issued and outstanding shares of Common Stock, or changes in any way the rights and privileges of such shares of Common Stock, by means of (i) the payment of a share dividend or the making of any other distribution on such shares of Common Stock payable in its shares of Common Stock, (ii) a split or subdivision of shares of Common Stock Stock, or (iii) a consolidation or combination of shares of Common Stock, then the Exercise Price in effect at the time of such action and the number of Warrants required to purchase each Warrant Share at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Warrant Shares then purchasable on upon the exercise of each Warrant the Warrants shall be increased, decreased or changed in like manner, for the number derived by dividing such adjusted pertinent Exercise Price same aggregate purchase price set forth in the Warrants, as if the Warrant Shares purchasable upon the exercise of the Warrants immediately prior to the event had been issued, outstanding, fully paid and nonassessable at the time of that event. Any dividend paid or distributed on the shares of Common Stock in shares of any other class of shares of the Company or securities convertible into the original pertinent Exercise Price. The pertinent Exercise Price shares of Common Stock shall be subject treated as a dividend paid in shares of Common Stock to adjustment as follows:the extent shares of Common Stock are issuable on the payment or conversion thereof. (ab) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of be recapitalized by reclassifying its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into shares with a greater number of sharesdifferent par value, then, in either of such events, the Exercise Price per share or by changing its outstanding shares of Common Stock purchasable pursuant to shares without par value or in the event of any other material change in the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any Registered Owner of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in effect at this Agreement, in lieu of the time Warrant Shares theretofore purchasable on the exercise of any Warrant, such action shall securities or assets as may be reduced proportionately and issued or payable with respect to or in exchange for the number of shares Warrant Shares theretofore purchasable pursuant to on exercise of the Warrants shall be increased proportionately. Converselyhad such reclassification, recapitalization or conveyance not taken place; and in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in any such event, the Exercise Price per share purchasable pursuant rights of any Registered Owner of a Warrant to the Warrants any adjustment in effect at the time of such action shall be increased proportionately and the number of shares Warrant Shares purchasable on exercise of Common Stock at that time purchasable pursuant to the Warrants such Warrant, as set forth above, shall continue and be decreased proportionately. Any dividend paid or distributed on the Common Stock preserved in shares respect of any other class of stock, securities or assets which the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock Registered Owner becomes entitled to the extent that shares of Common Stock are issuable on the conversion thereofpurchase. (bc) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder Registered Owner of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of Warrant Share which the Company which he Registered Owner would have been entitled to receive, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m.5:00 P.M., Eastern Mountain Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Owners thereof at such addresses as may appear on the books of the companyCompany. (cd) In the event, event prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled entitling them to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the purchase its shares of Common Stock or other securities or assets deliverable on exercise of at a price per share more than 10% below the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants then-current market price per share (as defined below) at the addresses as may appear on the books date of the Company at least 10 days prior written notice to the effect that it intends to take taking such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amountthen, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance number of Warrant Shares purchasable pursuant to the Warrants shall be redetermined as follows: the number of Warrant Shares purchasable pursuant to a Warrant immediately prior to such adjustment (taking into account fractional interests to the nearest 1,000th of a share) shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock of the Company pursuant outstanding (excluding shares of Common Stock then owned by the Company) immediately prior to optionsthe taking of such record, warrants plus the number of additional shares offered for purchase, and share the denominator of which shall be the number of shares of Common Stock of the Company outstanding (excluding shares of Common Stock owned by the Company) immediately prior to the taking of such record, plus the number of shares which the aggregate offering price of the total number of additional shares so offered would purchase agreements outstanding or in effect on the date hereof, at such current market price; and (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.Exercise

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each this Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration termination of the Warrants this Warrant by exercise thereof or by their its terms, the Company Corporation shall issue any shares of its Common Stock as a share dividend or shall declare a stock split or otherwise subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such eventsevents (referred to hereinafter as an "Adjustment Event"), the Exercise Price per share of Common Stock purchasable that may be purchased pursuant to the Warrants this Warrant in effect at the time of such action shall be reduced proportionately and the number of shares purchasable of Common Stock that may be purchased pursuant to the Warrants this Warrant shall be increased proportionatelyproportionately to the nearest full amount so as to ensure that the Holder hereof is in the same economic position as such Holder was in prior to such share dividend or subdivision. Conversely, in the event the Company Corporation shall reduce the number of shares of its outstanding Common Stock by declaring a reverse stock split or otherwise combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable that may be purchased pursuant to the Warrants this Warrant in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants this Warrant shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock proportionately to the extent nearest full amount so as to ensure that shares of Common Stock are issuable on the conversion thereof.Holder (b) In the event the CompanyCorporation, at any time while the Warrants this Warrant shall remain unexpired and unexercised, shall (i) effect a reorganization, (ii) consolidate with or merge into any person, (iii) transfer or sell all or substantially all of its property, or dissolves(iv) dissolve, liquidates liquidate or winds wind up its affairsaffairs (a "Reorganization Event"), prompt, the Corporation will take prompt action to ensure that proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up Reorganization Event such that the holder Holder of a this Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he such Holder would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any pursuant to such sale, dissolution, liquidation or winding up Reorganization Event with respect to each share of Common Stock which the Holder would have been entitled to receive if such Holder had exercised this Warrant immediately prior to such Reorganization Event. Upon any Reorganization Event referred to in this paragraph 8(b), this Warrant shall continue in full force and effect and the terms hereof shall be applicable to all securities and other property receivable on the exercise of this Warrant after the Companyconsummation of such Reorganization Event; provided, however, that in and shall be binding upon the event issuer of any such salesecurities or other property, dissolutionincluding, liquidation or winding upin the case of any such transfer, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination person acquiring all or substantially all of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books properties or assets of the companyCorporation, whether or not such person shall have expressly assumed the terms of this Warrant. (c) Notwithstanding the provisions of this Section 8, no adjustment of the Exercise Price or the shares of Common Stock to be received upon exercise of the Warrant shall be made unless Exercise Price is the aggregate of such adjustments to the Exercise Price equals or exceeds $0.005. (d) In the event, prior to the expiration of the Warrants this Warrant by exercise thereof or by their its terms, the Company Corporation shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants this Warrant pursuant to the foregoing provisions, the Company Corporation shall give to the Registered Holders registered Holder of the Warrants this Warrant at the addresses such Holder's address as may appear on the books of the Company Corporation at least 10 days fifteen (15) days' prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; , and the number, amount, price and nature of the Common Shares Stock or other shares, securities or assets which will be deliverable on exercise of the Warrants this Warrant after the action for which such record will be taken has been completed. Without limiting the obligation of the Company Corporation to provide notice to the Registered Holders registered Holder of the this Warrant Certificates of any corporate action hereunder, the failure of the Company Corporation to give notice shall not invalidate such corporate action of the CompanyCorporation. (de) No adjustment of the Exercise Price pursuant to this Section 8 or Section 9 shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional stock option or other benefit plans of the CompanyCorporation, the modification, renewal or extension of any stock option or other benefit plan now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.such

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each this Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration termination of the Warrants this Warrant by exercise thereof or by their its terms, the Company Corporation shall issue any shares of its Common Stock as a share dividend or shall declare a stock split or otherwise subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such eventsevents (referred to hereinafter as an "Adjustment Event"), the Exercise Price per share of Common Stock purchasable that may be purchased pursuant to the Warrants this Warrant in effect at the time of such action shall be reduced proportionately and the number of shares purchasable of Common Stock that may be purchased pursuant to the Warrants this Warrant shall be increased proportionatelyproportionately to the nearest full amount so as to ensure that the Holder hereof is in the same economic position as such Holder was in prior to such share dividend or subdivision. Conversely, in the event the Company Corporation shall reduce the number of shares of its outstanding Common Stock by declaring a reverse stock split or otherwise combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable that may be purchased pursuant to the Warrants this Warrant in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants this Warrant shall be decreased proportionatelyproportionately to the nearest full amount so as to ensure that the Holder hereof is in the same economic position as such Holder was in prior to such share combination. Any dividend paid or distributed on the Common Stock in shares of any other class of capital stock of the Company Corporation or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof.. An adjustment in the Exercise Price or the number of shares of Common (b) In the event the CompanyCorporation, at any time while the Warrants this Warrant shall remain unexpired and unexercised, shall (i) effect a reorganization, (ii) consolidate with or merge into any person, (iii) transfer or sell all or substantially all of its property, or dissolves(iv) dissolve, liquidates liquidate or winds wind up its affairsaffairs (a "Reorganization Event"), prompt, the Corporation will take prompt action to ensure that proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up Reorganization Event such that the holder Holder of a this Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he such Holder would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any pursuant to such sale, dissolution, liquidation or winding up Reorganization Event with respect to each share of Common Stock which the Holder would have been entitled to receive if such Holder had exercised this Warrant immediately prior to such Reorganization Event. Upon any Reorganization Event referred to in this paragraph 8(b), this Warrant shall continue in full force and effect and the terms hereof shall be applicable to all securities and other property receivable on the exercise of this Warrant after the Companyconsummation of such Reorganization Event; provided, however, that in and shall be binding upon the event issuer of any such salesecurities or other property, dissolutionincluding, liquidation or winding upin the case of any such transfer, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination person acquiring all or substantially all of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books properties or assets of the companyCorporation, whether or not such person shall have expressly assumed the terms of this Warrant. (c) Notwithstanding the provisions of this Section 8, no adjustment of the Exercise Price or the shares of Common Stock to be received upon exercise of the Warrant shall be made unless Exercise Price is the aggregate of such adjustments to the Exercise Price equals or exceeds $0.005. (d) In the event, prior to the expiration of the Warrants this Warrant by exercise thereof or by their its terms, the Company Corporation shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants this Warrant pursuant to the foregoing provisions, the Company Corporation shall give to the Registered Holders registered Holder of the Warrants this Warrant at the addresses such Holder's address as may appear on the books of the Company Corporation at least 10 days fifteen (15) days' prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; , and the number, amount, price and nature of the Common Shares Stock or other shares, securities or assets which will be deliverable on exercise of the Warrants this Warrant after the action for which such record will be taken has been completed. Without limiting the obligation of the Company Corporation to provide notice to the Registered Holders registered Holder of the this Warrant Certificates of any corporate action hereunder, the failure of the Company Corporation to give notice shall not invalidate such corporate action of the CompanyCorporation. (de) No adjustment of the Exercise Price pursuant to this Section 8 or Section 9 shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional stock option or other benefit plans of the CompanyCorporation, the modification, renewal or extension of any stock option or other benefit plan now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any options pursuant to such stock option or other benefit plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions provision of this Section 8 will not apply in the event a merger or acquisition is undertaken by the CompanyCorporation as long as the Corporation is the survivor thereof). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (Biv) cause to be mailed to each in connection with compensation arrangements for present or former officers, direct employees or agents of the Registered Holders Corporation or any indirect or direct subsidiary of the Warrant Certificates written notice of such adjustmentCorporation, and the like.

Adjustment of Exercise Price and Shares. After each adjustment (a) If at any time prior to the expiration of the Exercise Price pursuant to this Section 8Warrants by their terms or by exercise, the Company increases or decreases the number of its issued and outstanding shares of Common Stock, or changes in any way the rights and privileges of such shares of Common Stock, by means of (i) the payment of a share dividend or the making of any other distribution on such shares of Common Stock payable in its shares of Common Stock, (ii) a split or subdivision of shares of Common Stock Stock, or (iii) a consolidation or combination of shares of Common Stock, then the Exercise Price in effect at the time of such action and the number of Warrants required to purchase each Warrant Share at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Warrant Shares then purchasable on upon the exercise of each Warrant the Warrants shall be increased, decreased or changed in like manner, for the number derived by dividing such adjusted pertinent Exercise Price same aggregate purchase price set forth in the Warrants, as if the Warrant Shares purchasable upon the exercise of the Warrants immediately prior to the event had been issued, outstanding, fully paid and nonassessable at the time of that event. Any dividend paid or distributed on the shares of Common Stock in shares of any other class of shares of the Company or securities convertible into the original pertinent Exercise Price. The pertinent Exercise Price shares of Common Stock shall be subject treated as a dividend paid in shares of Common Stock to adjustment as follows:the extent shares of Common Stock are issuable on the payment or conversion thereof. (ab) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of be recapitalized by reclassifying its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into shares with a greater number of sharesdifferent par value, then, in either of such events, the Exercise Price per share or by changing its outstanding shares of Common Stock purchasable pursuant to shares without par value or in the event of any other material change in the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any Registered Owner of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in effect at this Agreement, in lieu of the time Warrant Shares theretofore purchasable on the exercise of any Warrant, such action shall securities or assets as may be reduced proportionately and issued or payable with respect to or in exchange for the number of shares Warrant Shares theretofore purchasable pursuant to on exercise of the Warrants shall be increased proportionately. Converselyhad such reclassification, recapitalization or conveyance not taken place; and in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in any such event, the Exercise Price per share purchasable pursuant rights of any Registered Owner of a Warrant to the Warrants any adjustment in effect at the time of such action shall be increased proportionately and the number of shares Warrant Shares purchasable on exercise of Common Stock at that time purchasable pursuant to the Warrants such Warrant, as set forth above, shall continue and be decreased proportionately. Any dividend paid or distributed on the Common Stock preserved in shares respect of any other class of stock, securities or assets which the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock Registered Owner becomes entitled to the extent that shares of Common Stock are issuable on the conversion thereofpurchase. (bc) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder Registered Owner of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of Warrant Share which the Company which he Registered Owner would have been entitled to receive, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m.5:00 P.M., Eastern Mountain Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Owners thereof at such addresses as may appear on the books of the companyCompany. (cd) In the event, event prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled entitling them to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the purchase its shares of Common Stock or other securities or assets deliverable on exercise of at a price per share more than 10% below the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants then-current market price per share (as defined below) at the addresses as may appear on the books date of the Company at least 10 days prior written notice to the effect that it intends to take taking such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amountthen, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance number of Warrant Shares purchasable pursuant to the Warrants shall be redetermined as follows: the number of Warrant Shares purchasable pursuant to a Warrant immediately prior to such adjustment (taking into account fractional interests to the nearest 1,000th of a share) shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock of the Company pursuant outstanding (excluding shares of Common Stock then owned by the Company) immediately prior to optionsthe taking of such record, warrants and share purchase agreements outstanding or in effect on plus the date hereof, (ii) the establishment number of additional option plans shares offered for purchase, and the denominator of which shall be the Company, the modification, renewal or extension number of any plan now in effect or hereafter created, or the issuance shares of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents Stock of the Company or any subsidiary, and the like or outstanding (iii) the issuance excluding shares of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken owned by the Company). (e) This Agreement shall be incorporated by reference on immediately prior to the Warrant Certificates. Upon any adjustment taking of such record, plus the number of shares which the aggregate offering price of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after total number of additional shares so offered would purchase at such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.current market price; and

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price Price(s) pursuant to this Section 8, the number of shares of Common Stock purchasable on upon the exercise of each Warrant shall be the number derived receivable upon exercise thereof prior to such adjustment multiplied by dividing a fraction, the numerator of which shall be the original Exercise Price as defined in Section 3 above and the denominator of which shall be such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price of the Warrants shall be subject to adjustment as followsset forth below: (ai) In the event, prior to the expiration of the Warrants by exercise or by their terms, If the Company shall issue any shares of subdivides its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either shares of such eventsCommon Stock, the Exercise Price per share in effect immediately prior to such subdivision shall be proportionately reduced. Conversely, if the Company combines its outstanding shares of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the lesser number of shares of Common Stock at that time purchasable pursuant Stock, the Exercise Price in effect immediately prior to the Warrants such combination shall be decreased proportionatelyproportionately increased. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder case of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he would have been entitled to receivesubdivision or combination, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as of the effective date of the applicable event. A distribution on shares of Common Stock, including a result distribution of Convertible Securities, to shareholders of the Company on a pro rata basis shall be considered a subdivision of shares of Common Stock for the purposes of this subsection (a)(i) of this Section 8, except that the adjustment will be made as of the record date for such distribution and any such distribution of Convertible Securities shall be deemed to be a distribution of the shares of Common Stock underlying such Convertible Securities. (ii) If the Company shall at any time distribute or cause to be distributed to its shareholders, on a pro rata basis, cash or assets of the Company, or cash, assets, or securities of any entity other than the Company including a subsidiary of the Company, then the Exercise Price in connection with effect immediately prior to such distribution shall automatically be reduced by an amount determined by dividing (ix) the issuance amount (if cash) or the value (if assets or securities) of the holders' of Warrants pro rata share of such distribution determined assuming that all holders of Warrants had exercised their Warrants on the day prior to such distribution, by (y) the number of shares of Common Stock issuable upon the exercise of this Warrant by the Holder on the day prior to such distribution. (b) Anything in this Section 8 to the contrary notwithstanding, the Company shall not be required to give effect to any adjustment in the Exercise Price unless and until the net effect of one or more adjustments, determined as above provided, shall have required a change of the Exercise Price by at least one cent, but when the cumulative net effect of more than one adjustment so determined shall be to change the actual Exercise Price by at least one cent, such change in the Exercise Price shall thereupon be given effect. (c) Upon any adjustment of the Exercise Price, the Holder of this Warrant shall thereafter (until another such adjustment) be entitled to purchase, at the new Exercise Price, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of this Warrant by the Exercise Price specified in the first paragraph hereof and dividing the product so obtained by the new Exercise Price. -6- (d)(i) Whenever reference is made in this Section 8 to the distribution of shares of Common Stock, the term "Common Stock" shall mean the Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on authorized as of the date hereof, (ii) the establishment hereof and any other class of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of stock ranking on a parity with such Common Stock. However, on exercise of any options pursuant subject to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). subsection (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, shares issuable upon exercise hereof shall include only shares of the class designated as Common Stock of the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each as of the Registered Holders of the Warrant Certificates written notice of such adjustmentdate hereof.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, If any time prior to the expiration of the Warrants by exercise their terms or by their termsexercise of the Warrants, the Company shall issue any increases or decreases the number of its issued and outstanding shares of its Common Stock as Stock, or changes in any way the rights and privileges of such shares of Common Stock, by means of (i) the payment of a share dividend or shall subdivide the number making of outstanding any other distribution on such shares of Common Stock into payable in its shares of Common Stock, (ii) a greater number split or subdivision of sharesshares of Common Stock, thenor (iii) a consolidation or combination of shares of Common Stock, in either of such events, then the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares Warrants required to purchase each Warrant Share at that time shall be proportionately adjusted so that the numbers of rights and privileges relating to the Warrant Shares then purchasable pursuant to upon the exercise of the Warrants shall be increased proportionately. Converselyincreased, decreased or changed in like manner, for the same aggregate purchase price set forth in the event Warrants, as if the Company shall reduce Warrant Shares purchasable upon the number exercise of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant Warrants immediately prior to the Warrants in effect event had been issued, outstanding, fully paid and nonassessable at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionatelyevent. Any dividend paid or distributed on the shares of Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in shares of Common Stock to the extent that shares of Common Stock are issuable on the payment or conversion thereof. Any adjustment made pursuant to this Section 8(a) shall, in the case of a stock dividend or distribution, become effective as of the record date therefor and, in the case of a split, subdivision, consolidation or combination, be made as of the effective date thereof. (b) shares with a par value or in the event of any other material change of the capital structure of the Company or of any successor corporation by reason of any reclassification, equitable, lawful and adequate provision shall be made whereby any Warrant Holder shall thereafter have the right to purchase, on the basis and the terms and conditions specified in this Agreement, in lieu of the Warrant Shares theretofore purchasable on the exercise of any Warrant, such securities or assets as may be issued or payable with respect to or in exchange for the number of Warrant Shares theretofore purchasable on exercise of the Warrants had such reclassification, recapitalization or conveyance not taken place; and in any such event, the rights of any Warrant Holder to any adjustment in the number of Warrant Shares purchasable on exercise of such Warrant, as set forth above, shall continue to be preserved in respect of any stock, securities or assets which the Warrant Holder becomes entitled to purchase. (c) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant Holder may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company Warrant Shares which he would have been entitled to receive, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the CompanyStock; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m.5:00 p.m. Colorado Springs, Eastern Time, Colorado time on the 10th 45th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Warrant Holders thereof at such addresses as may appear on the books of the companyCompany. (cd) In On exercise of the eventWarrants by the Warrant Holders, the Company shall not be required to deliver fractions of shares of Common Stock; provided, however, that the Company shall purchase such fraction for an amount in cash equal to the current value of such fraction computed on the basis of the average bid price on the trading day immediately preceding the day upon which such Warrant Certificate was surrendered for exercise in accordance with Section 4 hereof. By accepting a Warrant Certificate, the holder thereof expressly waives the right to receive a Warrant Certificate evidencing any fraction of a Warrant or to receive any fractional share of securities upon exercise of a Warrant, except as expressly provided in this Section 8(d). (e) If, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its shares of Common Stock for the purpose of determining shareholders entitled to receive any share dividend stock dividend, distribution or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other stock, securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Warrant Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days 20 days' prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the shares of Common Shares Stock or other sharesstock, securities or assets which will be deliverable on Warrant Shares following exercise of the Warrants after Warrants, if such exercise occurs prior to the action record date for which such record will be taken has been completedaction. Without limiting the obligation of the Company to provide notice to the Registered Warrant Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (df) No The Warrants shall not entitle the Warrant Holder to any of the rights of shareholders or to any dividend declared on the shares of Common Stock unless the Warrant is exercised and the Warrant Shares purchased prior to the record date fixed by the Board of Directors of the Company for the determination of holders of shares of Common Stock entitled to such dividend or other right. (g) Except as provided in Section 8(a) above, no adjustment of the Exercise Price shall be made as a result of or in connection with the issuance of shares of Common Stock. (h) The Company shall be empowered, in the sole and unconditional discretion of the Board of Directors, at any time during the Exercise Period, to reduce the applicable Exercise Price of the Warrants. Any such reduction in the applicable Exercise Price shall only be effective on 10 days' written notice to the Warrant Holders, which notice shall be given pursuant to a duly and validly authorized resolution of the Board of Directors of the Company. Any such reduction in the Exercise Price shall not entitle the Warrant Holders to issuance of any additional shares of Common Stock pursuant to the adjustment provisions set forth elsewhere herein, regardless of whether the reduction in the Exercise Price was effected either prior to or following exercise of Warrants by the Warrant Holders. A nonexercising Warrant Holder shall have no remedy or rights to receive any additional Warrant Shares as a result of any reduction in any applicable Exercise Price pursuant to this subsection. (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of Before taking any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with action that would cause an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 88 reducing the Exercise Price required to purchase one share of Common Stock below the then par value (if any) of a share of such Common Stock, the Company within 30 days thereafter shall (A) cause will use its best efforts to take any corporate action which, in the opinion of its counsel, may be filed with necessary in order that the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment Company may validly and setting forth in reasonable detail the method of calculation legally issue fully paid and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice non-assessable shares of such adjustmentCommon Stock.

Adjustment of Exercise Price and Shares. After each adjustment (a) If at any time prior to the expiration of the Exercise Price pursuant to this Section 8Warrants by their terms or by exercise, the Company increases or decreases the number of its issued and outstanding shares of Common Stock, or changes in any way the rights and privileges of such shares of Common Stock, by means of (i) the payment of a share dividend or the making of any other distribution on such shares of Common Stock payable in its shares of Common Stock, (ii) a split or subdivision of shares of Common Stock Stock, or (iii) a consolidation or combination of shares of Common Stock, then the Exercise Price in effect at the time of such action and the number of Warrants required to purchase each Warrant Share at that time shall be proportionately adjusted so that the numbers, rights and privileges relating to the Warrant Shares then purchasable on upon the exercise of each Warrant the Warrants shall be increased, decreased or changed in like manner, for the number derived by dividing such adjusted pertinent Exercise Price same aggregate purchase price set forth in the Warrants, as if the Warrant Shares purchasable upon the exercise of the Warrants immediately prior to the event had been issued, outstanding, fully paid and nonassessable at the time of that event. Any dividend paid or distributed on the shares of Common Stock in shares of any other class of shares of the Company or securities convertible into the original pertinent Exercise Price. The pertinent Exercise Price shares of Common Stock shall be subject treated as a dividend paid in shares of Common Stock to adjustment as follows:the extent shares of Common Stock are issuable on the payment or conversion thereof. (ab) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of be recapitalized by reclassifying its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into shares with a greater number of sharesdifferent par value, then, in either of such events, the Exercise Price per share or by changing its outstanding shares of Common Stock purchasable pursuant to shares without par value or in the event of any other material change in the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any Registered Owner of the Warrants shall thereafter have the right to purchase, on the basis and the terms and conditions specified in effect at this Agreement, in lieu of the time Warrant Shares theretofore purchasable on the exercise of any Warrant, such action shall securities or assets as may be reduced proportionately and issued or payable with respect to or in exchange for the number of shares Warrant Shares theretofore purchasable pursuant to on exercise of the Warrants shall be increased proportionately. Converselyhad such reclassification, recapitalization or conveyance not taken place; and in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in any such event, the Exercise Price per share purchasable pursuant rights of any Registered Owner of a Warrant to the Warrants any adjustment in effect at the time of such action shall be increased proportionately and the number of shares Warrant Shares purchasable on exercise of Common Stock at that time purchasable pursuant to the Warrants such Warrant, as set forth above, shall continue and be decreased proportionately. Any dividend paid or distributed on the Common Stock preserved in shares respect of any other class of stock, securities or assets which the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock Registered Owner becomes entitled to the extent that shares of Common Stock are issuable on the conversion thereofpurchase. (bc) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder Registered Owner of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company Warrant Share which he would have been entitled to receive, the same kind and amount of any sharestock, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant the Warrants shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m.5:00 P.M., Eastern Time, on the 10th 30th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders Registered Owners thereof at such addresses as may appear on the books of the companyCompany. (cd) In the event, event prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled entitling them to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the purchase its shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.per share

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 87, the number of shares of Common Stock Option Shares purchasable on the exercise of each Warrant such Options shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. , The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants Options by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants Options in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants Options shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants Options in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants Options shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class Common Stock of the Company or securities convertible into shares of Common Stock shall be treated as a share dividend pursuant to the preceding sentence. However any dividend paid in or distributed on the Common Stock in securities other than Common Stock of the Company, regardless if exercisable for or convertible into Common Stock of the Company, shall be treated as a share dividend pursuant to the extent that shares of Common Stock are issuable on the conversion thereof.penumbra sentence, (b) In the event the Company, at any time while the Warrants Options shall remain unexpired and unexercised, shall sell all or substantially all of its property, or and thereafter dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate then provision shall need be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on to allow Option holders to exercise thereofall or any Options held, in lieu of each share of Common Stock of the Company which he would have been entitled order to receive, receive the same kind and amount of any share, securities, securities or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In Notwithstanding the eventprovisions of this Section 7, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or no adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books Exercise Price shall be made whereby such price is adjusted in an amount less than $0.00 or until the aggregate of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice adjustments shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares equal or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Companyexceed $0.00. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with with: (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans plans, common stock purchase warrants or security offerings of the Company, the modification, renewal or extension of any plan such plan, warrants or offerings now in effect or hereafter created, or the issuance of Common Stock, Stock on exercise of any such options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like warrants; or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Option Agreement shall be incorporated by reference on the Warrant Option Certificates. Before taking any action which would cause an adjustment reducing the Exercise Price below the then par value of the shares of Common Stock issuable upon exercise of the Options, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares Of such Common Stock at such adjusted Exercise Price. Upon any adjustment of the exercise Exercise Price required to be made pursuant to this Section 87, the Company within 30 thirty (30) days thereafter shall shall: (Ai) cause to be filed with notify the Warrant Agent a certificate Registered Holder of such adjustment setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, ; and (Bii) cause to be mailed to each of the Registered Holders Holder(s) of the Warrant Option Certificates written notice of such adjustment.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price Price(s) pursuant to this Section 8, the number of shares of Common Stock purchasable on upon the exercise of each Class C Warrant shall be the number derived receivable upon exercise thereof prior to such adjustment multiplied by dividing a fraction, the numerator of which shall be the original Exercise Price as defined in Section 3 above and the denominator of which shall be such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price of the Class C Warrants shall be subject to adjustment as followsset forth below: (ai) In the event, prior to the expiration of the Warrants by exercise or by their terms, case the Company shall issue any hereafter (A) pay a dividend or make a distribution on its Common Stock in shares of its capital stock (whether shares of Common Stock as a share dividend or shall of capital stock of any other class), (B) subdivide the number its outstanding shares of Common Stock, (C) combine its outstanding shares of Common Stock into a greater smaller number of shares, then, in either or (D) issue by reclassification of such eventsits shares of Common Stock any shares of capital stock of the Company, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of immediately prior to such action shall be reduced proportionately and adjusted so that the number Registered Holder of shares purchasable pursuant to the Warrants any Class C Warrant thereafter exercised shall be increased proportionately. Conversely, in the event the Company shall reduce entitled to receive the number of shares of its outstanding capital stock of the Company which he would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this subsection shall become effective immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Registered Holder of any Class C Warrant thereafter exercised shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a statement filed with the Warrant Agent) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock. (ii) In any case in which this Section 8(a) shall require that an adjustment to the Exercise Price be made immediately following a record date, the Company may elect to defer (but only until five business days following the filing by the Company with the Warrant Agent of the certificate of independent public accountants described in subsection (i) of Section 8(d)) issuing to the holder of any Class C Warrants exercised after such record date the shares of Common Stock and other capital stock of the Company issuable upon such exercise over and above the shares of Common Stock and other capital stock of the Company issuable upon such exercise on the basis of the Exercise Price prior to adjustment. (iii) No adjustment in the Exercise Price shall be required to be made unless such adjustment would require an increase or decrease of at least $.05; provided, however, that any adjustments which by combining such reason of this subsection are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 8 shall be made to the nearest cent or to the nearest one tenth of a share, as the case may be, but in no event shall the Company be obligated to issue fractional shares upon the exercise of any Class C Warrant. (b) In case of any reclassification or change of outstanding shares of Common Stock issuable upon exercise of the Class C Warrants (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a smaller number merger with a Subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification or change of sharesthe then outstanding shares of Common Stock or other capital stock issuable upon exercise of the Class C Warrants other than a change in par value or from par value to no par value or from no par value to par value) or in the case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, then, in as a condition of such eventreclassification, change, consolidation, merger, sale or conveyance, the Exercise Price per share purchasable pursuant Company, or such successor or purchasing corporation, as the case may be, shall make lawful and adequate provision whereby the Registered Holder of each Class C Warrant then outstanding shall have the right thereafter to the Warrants in effect at the time receive on exercise of such action shall be increased proportionately Warrant the kind and amount of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock at that time purchasable pursuant issuable upon exercise of such Warrant immediately prior to the Warrants shall be decreased proportionately. Any dividend paid such reclassification, change, consolidation, merger, sale or distributed on the Common Stock in shares of any other class of conveyance and the Company or securities convertible into its successors shall forthwith file at the Corporate Office of the Warrant Agent a statement setting forth such provisions signed by (1) its Chairman of the Board or Vice Chairman of the Board or President or a Vice President and (2) by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary evidencing such provisions. Such provisions shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8(a). The above provisions of this Section 8(b) shall similarly apply to successive reclassifications and changes of shares of Common Stock shall be treated as a dividend paid in Common Stock and to the extent that shares of Common Stock are issuable on the conversion thereof. (b) In the event the Companysuccessive consolidations, at any time while the Warrants shall remain unexpired and unexercisedmergers, shall sell all sales or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the companyconveyances. (c) In Before taking any action which could cause an adjustment reducing either Exercise Price below the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature then par value of the shares of Common Stock or other securities or assets deliverable on issuable upon exercise of the Warrants pursuant to the foregoing provisionsany Class C Warrants, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to will take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunderwhich may, in the failure opinion of its counsel, be necessary in order that the Company to give notice shall not invalidate may validly and legally issue fully paid and nonassessable shares of such corporate action of the CompanyCommon Stock at such adjusted Exercise Price. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate of a firm of independent accountants setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate shall be conclusive evidence of the correctness of such adjustment, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates Class C Warrants written notice of such adjustment. Where appropriate, such notice may not be given in advance and included as a part of the notice required to be mailed under the provisions of subsection 8(d)(ii). (ii) In case at any time: (A) The Company shall declare any dividend upon its Common Stock payable otherwise than in cash or in Common Stock of the Company; or (B) The Company shall offer for subscription to the holders of its Common Stock any additional shares of stock of any class or any other securities convertible into shares of stock or any rights to subscribe thereto; or (C) There shall be any capital reorganization or reclassification of the capital stock of the Company, or a sale of all or substantially all of the shares of the assets of the Company, or a consolidation or merger of the Company with another corporation (other than a merger with a Subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification or change of the then outstanding shares of Common Stock or other capital stock issuable upon exercise of the Warrants other than a change in par value or from par value to no par value or from no par value to par value); or (D) There shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall cause to be mailed to each of the Registered Holders of the Class C Warrants, at the earliest practicable time (and, in any event, not less than 20 days before any record date or other date set for definitive action), written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or such reorganization, reclassification, sale, consolidation, merger, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also set forth such facts as shall indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Exercise Price and the kind and amount of the shares of stock and other securities and property deliverable upon exercise of the Class C Warrants. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, sale, consolidation, merger, dissolution, liquidation or winding up, as the case may be (on which date, in the event of voluntary or involuntary dissolution, liquidation or winding up of the Company, the right to exercise the Class C Warrants shall terminate). (e) Without limiting the obligation of the Company to provide notice to the Registered Holders of the Class C Warrants of corporate actions hereunder, is agreed that failure of the Company to give notice shall not invalidate such corporate action of the Company.

Adjustment of Exercise Price and Shares. After each adjustment of the Exercise Price pursuant to this Section 8, the number of shares of Common Stock purchasable on the exercise of each Warrant shall be the number derived by dividing such adjusted pertinent Exercise Price into the original pertinent Exercise Price. The pertinent Exercise Price shall be subject to adjustment as follows: (a) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall issue any shares of its Common Stock as a share dividend or shall subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either of such events, the Exercise Price per share of Common Stock purchasable pursuant to the Warrants in effect at the time of such action shall be reduced proportionately and the number of shares purchasable pursuant to the Warrants shall be increased proportionately. Conversely, in the event the Company shall reduce the number of shares of its outstanding Common Stock by combining such shares into a smaller number of shares, then, in such event, the Exercise Price per share purchasable pursuant to the Warrants in effect at the time of such action shall be increased proportionately and the number of shares of Common Stock at that time purchasable pursuant to the Warrants shall be decreased proportionately. Any dividend paid or distributed on the Common Stock in shares of any other class of the Company or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable on the conversion thereof. (b) In the event the Company, at any time while the Warrants shall remain unexpired and unexercised, shall sell all or substantially all of its property, or dissolves, liquidates or winds up its affairs, prompt, proportionate, equitable, lawful and adequate provision shall be made as part of the terms of any such sale, dissolution, liquidation or winding up such that the holder of a Warrant may thereafter receive, on exercise thereof, in lieu of each share of Common Stock of the Company which he would have been entitled to receive, the same kind and amount of any share, securities, or assets as may be issuable, distributable or payable on any such sale, dissolution, liquidation or winding up with respect to each share of Common Stock of the Company; provided, however, that in the event of any such sale, dissolution, liquidation or winding up, the right to exercise this Warrant shall terminate on a date fixed by the Company, such date to be not earlier than 4:00 p.m., Eastern Time, on the 10th day next succeeding the date on which notice of such termination of the right to exercise the Warrants has been given by mail to the holders thereof at such addresses as may appear on the books of the company. (c) In the event, prior to the expiration of the Warrants by exercise or by their terms, the Company shall determine to take a record of the holders of its Common Stock for the purpose of determining shareholders entitled to receive any share dividend or other right which will cause any change or adjustment in the number, amount, price or nature of the shares of Common Stock or other securities or assets deliverable on exercise of the Warrants pursuant to the foregoing provisions, the Company shall give to the Registered Holders of the Warrants at the addresses as may appear on the books of the Company at least 10 days prior written notice to the effect that it intends to take such a record. Such notice shall specify the date as of which such record is to be taken; the purpose for which such record is to be taken; and the number, amount, price and nature of the Common Shares or other shares, securities or assets which will be deliverable on exercise of the Warrants after the action for which such record will be taken has been completed. Without limiting the obligation of the Company to provide notice to the Registered Holders of the Warrant Certificates of any corporate action hereunder, the failure of the Company to give notice shall not invalidate such corporate action of the Company. (d) No adjustment of the Exercise Price shall be made as a result of or in connection with (i) the issuance of Common Stock of the Company pursuant to options, warrants and share purchase agreements outstanding or in effect on the date hereof, (ii) the establishment of additional option plans of the Company, the modification, renewal or extension of any plan now in effect or hereafter created, or the issuance of Common Stock, on exercise of any options pursuant to such plans, in connection with compensation arrangements for officers, employees or agents of the Company or any subsidiary, and the like or (iii) the issuance of Common Stock in connection with an acquisition or merger of any type (therefore, the antidilution anti-dilution provisions of this Section 8 will not apply in the event a merger or acquisition is undertaken by the Company). (e) This Agreement shall be incorporated by reference on the Warrant Certificates. Upon any adjustment of the exercise Price required to be made pursuant to this Section 8, the Company within 30 days thereafter shall (A) cause to be filed with the Warrant Agent a certificate setting forth the pertinent Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and (B) cause to be mailed to each of the Registered Holders of the Warrant Certificates written notice of such adjustment.