Common use of Attest Clause in Contracts

Attest. APPENDIX A I, Stephan L. Jones, President and X, Xxxxxx X. Xxxean, Vice President xxx Xxxxxxxxx xx _____________________________________, a Maryland corporation (the "Fund"), do hereby certify that: The following individuals serve in the following positions with the Fund and each has been duly elected or appointed by the Board of Directors of the Fund to each such position and qualified therefor in conformity with the Fund's Articles of Incorporation and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, ________________________________________ , a Vice President with THE BANK OF NEW YORK do hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, ________________________________, hereby certifies that he or she is the duly elected and acting _______________________ of ____________________________________, a Maryland corporation (the "Fund"), and further certifies that the following resolution was adopted by the Board of Directors of the Fund at a meeting duly held on ________________________, 19_____, at which a quorum was at all times present and that such resolution has not been modified or rescinded and is in full force and effect as of the date hereof. RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody Agreement between The Bank of New York and the Fund dated as of __________________, 19_____, (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time as it receives a Certificate, as defined in the Custody Agreement, to the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless of the Series to which the same are specifically allocated, as such terms are defined in the Custody Agreement, as provided in the Custody Agreement.

Attest. APPENDIX A IBy: -------------------------------------- Name ------------------------------------- Title: ----------------------------------- [SEAL] TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Subordinated Securities of the series designated "[designation of Subordinated Securities]" pursuant to the within-mentioned Indenture. -----------------------------, Stephan L. Jonesas Trustee By: ------------------------------------- Authorized Signatory ASSIGNMENT FORM FOR VALUE RECEIVED, President the undersigned hereby sells, assigns and X, Xxxxxx X. Xxxean, Vice President xxx Xxxxxxxxx xx transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please Print or Typewrite Name and Address including Zip Code of Assignee) _____________________________________, a Maryland corporation (the "Fund"), do hereby certify that: The following individuals serve in the following positions with the Fund and each has been duly elected or appointed by the Board of Directors of the Fund to each such position and qualified therefor in conformity with the Fund's Articles of Incorporation and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, ________________________________________ the within Subordinated Security of Koger Equity, a Vice President with THE BANK OF NEW YORK do hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, ________________________________, hereby certifies that he or she is the duly elected Inc. and acting _______________________ of hereby does irrevocably cxxxxxtute and appoint ____________________________________, a Maryland corporation (the "Fund"), and further certifies that the following resolution was adopted by the Board of Directors of the Fund at a meeting duly held on ________________________, 19_____, at which a quorum was at all times present and that such resolution has not been modified or rescinded and is in full force and effect as Attorney to transfer said Subordinated Security on the books of the date hereofwithin-named Corporation with full power of substitution in the premises. RESOLVED, that Dated: ---------------------------------------------- ---------------------------------------------- NOTICE: The Bank of New York, as Custodian pursuant signature to a Custody Agreement between The Bank of New York and this assignment must correspond with the Fund dated as of __________________, 19_____, (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time name as it receives a Certificate, as defined in appears on the Custody Agreement, to the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless first page of the Series to which the same are specifically allocatedwithin Subordinated Security in every particular, as such terms are defined in the Custody Agreement, as provided in the Custody Agreementwithout alteration or enlargement or any change whatever.

Attest. APPENDIX A IThomxx X. Xxxxxxxx Xxxef Executive Officer & President TRANSFER FORM For value received, Stephan L. Jonesthe undersigned hereby sells, President assigns, and X, Xxxxxx X. Xxxean, Vice President xxx Xxxxxxxxx xx transfers to Name__________________________________ Address_________________________________ this Warrant and irrevocable appoints ___________________ attorney (with full power of substitution) to transfer this Warrant on the books of the Corporation. Date: ----------------------------------------- ------------------------------------- (Please sign exactly as name appears on Warrant) Taxpayer ID No.______________________ In the presence of Signature guaranteed by ----------------------------- ------------------------------------- EXERCISE FORM The undersigned hereby: (1) irrevocably subscribes for ________________ shares of your Common Stock pursuant to this Warrant, and encloses payment of $____________________ therefor; (2) requests that a Maryland corporation (certificate for the "Fund"), do hereby certify that: The following individuals serve shares be issued in the following positions with the Fund and each has been duly elected or appointed by the Board of Directors name of the Fund undersigned and delivered to each the undersigned at the address below; and (3) if such position number of shares is not all of the shares purchasable hereunder, that a new Warrant of like tenor for the balance of the remaining shares purchasable hereunder be issued in the name of the undersigned and qualified therefor in conformity with delivered to the Fund's Articles of Incorporation and By-Laws, and undersigned at the signatures set forth opposite their respective names are their true and correct signaturesaddress below. Date: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, ____________________________ ________________________________________ , a Vice President with THE BANK OF NEW YORK do hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, (Please sign exactly as name appears on Warrant) Address:________________________________ ________________________________, hereby certifies that he or she is the duly elected and acting _______________________ of ____________________________________, a Maryland corporation (the "Fund"), and further certifies that the following resolution was adopted by the Board of Directors of the Fund at a meeting duly held on ________________________, 19_____, at which a quorum was at all times present and that such resolution has not been modified or rescinded and is in full force and effect as of the date hereof. RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody Agreement between The Bank of New York and the Fund dated as of __________________, 19_____, (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time as it receives a Certificate, as defined in the Custody Agreement, to the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless of the Series to which the same are specifically allocated, as such terms are defined in the Custody Agreement, as provided in the Custody Agreement.

Attest. APPENDIX A IXxxxxxx Xxxxxxxx, Stephan L. JonesSecretary PURCHASE FORM (To be signed only upon exercise of the Option) The undersigned, President the holder of the foregoing Option, hereby irrevocably elects to exercise the purchase rights represented by such Option for, and Xto purchase thereunder, Xxxxxx X. XxxeanUnits of Central European Distribution Corporation, Vice President xxx Xxxxxxxxx xx each Unit consisting of one share of $.01 par value Common Stock and one Warrant to purchase one share of Common Stock and herewith makes payment of $_____________________________________, a Maryland corporation (the "Fund"), do hereby certify that_ therefor. Dated: The following individuals serve in the following positions with the Fund and each has been duly elected or appointed by the Board of Directors of the Fund to each such position and qualified therefor in conformity with the Fund's Articles of Incorporation and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, ________________________________________ , a Vice President with THE BANK INSTRUCTIONS FOR REGISTRATION OF NEW YORK do hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION STOCK AND WARRANTS Name --------------------------------------- (Please type or print in block letters) Address ----------------------------------- Signature ---------------------------------- OPTION EXCHANGE The undersigned, pursuant to the provisions of the foregoing Option, hereby elects to exchange its Option for ________Units of Central European Distribution Corporation, each Unit consisting of one share of $.01 par value Common Stock and one Warrant to purchase one share of Common Stock, pursuant to the Option Exchange provisions of the Option. Dated: -------------- ------------------------------------------------- Print Name ------------------------------------------------- Address ------------------------------------------------- Signature TRANSFER FORM (To be signed only upon transfer of the Option) For value received, the undersigned hereby sells, assigns, and transfers unto the right to purchase Units represented by the foregoing Option to the extent of _________________________ Units , hereby certifies that he or she is the duly elected and acting _____________appoints __________ attorney to transfer such rights on the books of ____________________________________Central European Distribution Corporation, a Maryland corporation (the "Fund"), and further certifies that the following resolution was adopted by the Board with full power of Directors of the Fund at a meeting duly held on ________________________, 19_____, at which a quorum was at all times present and that such resolution has not been modified or rescinded and is in full force and effect as of the date hereof. RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody Agreement between The Bank of New York and the Fund dated as of __________________, 19_____, (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time as it receives a Certificate, as defined substitution in the Custody Agreement, to premises. Dated: ------------------ ----------------------------------- By: -------------------------------- -------------------------------- Address In the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless of the Series to which the same are specifically allocated, as such terms are defined in the Custody Agreement, as provided in the Custody Agreement.presence of:

Attest. APPENDIX By: --------------------------- -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- EXHIBIT A I, Stephan L. Jones, President and X, Xxxxxx X. Xxxean, Vice President xxx Xxxxxxxxx xx TO WARRANT PURCHASE FORM To Be Executed by the Holder Desiring to Exercise a Warrant of Kafus Environmental Industries Ltd. The undersigned holder hereby exercises the right to purchase ______________________________________ shares of Common Stock covered by the within Warrant, a Maryland corporation (according to the "Fund")conditions thereof, do hereby certify that: The following individuals serve and herewith undertakes to make payment in full of the following positions Exercise Price of such shares or to withdraw this notice of exercise, in accordance with the Fund and each has been duly elected or appointed terms of the Warrant. Name of Holder: ----------------------------------------- Signature: ------------------------------- Title: ----------------------------------- Address: --------------------------------- ----------------------------------------- ----------------------------------------- Dated: , . ------------------- ------- EXHIBIT B TO WARRANT ASSIGNMENT FORM To Be Executed by the Board Holder Desiring to Transfer a Warrant of Directors of Kafus Environmental Industries Ltd. FOR VALUE RECEIVED, the Fund to each such position and qualified therefor in conformity with the Fund's Articles of Incorporation and By-Lawsundersigned holder hereby sells, assigns, and transfers unto the signatures set forth opposite their respective names are their true right to purchase shares of Common Stock covered by the within Warrant, and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, _______________________does hereby irrevocably constitute and appoint _________________ , a Vice President with THE BANK OF NEW YORK do hereby designate Attorney to transfer the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, ________________________________, hereby certifies that he or she is said Warrant on the duly elected and acting _______________________ of ____________________________________, a Maryland corporation (the "Fund"), and further certifies that the following resolution was adopted by the Board of Directors books of the Fund at a meeting duly held on ________________________, 19_____, at which a quorum was at all times present and that such resolution has not been modified or rescinded and is in full force and effect as of the date hereof. RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody Agreement between The Bank of New York and the Fund dated as of __________________, 19_____, Company (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time as it receives a Certificate, as defined in the Custody Agreementsuch Warrant), to the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless full power of the Series to which the same are specifically allocated, as such terms are defined in the Custody Agreement, as provided in the Custody Agreementsubstitution.

Attest. APPENDIX A ISecretary SUBSCRIPTION FORM [To be executed only upon exercise of Warrants] The undersigned registered owner of this Warrant Certificate irrevocably exercises Warrants for the purchase of shares of Common Stock of [ ] and herewith makes payment therefor $_____ in cash all at the price and on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, Stephan L. Jones, President and X, Xxxxxx X. Xxxean, Vice President xxx Xxxxxxxxx xx requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of ____________________ and delivered to _____________________________ whose address is _________, a Maryland corporation (the "Fund"), do hereby certify that: The following individuals serve in the following positions with the Fund and each has been duly elected or appointed by the Board of Directors of the Fund to each such position and qualified therefor in conformity with the Fund's Articles of Incorporation and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, __________ ________________________________ and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in the Warrant Certificate, that a Vice President new Warrant Certificate of like tenor and date for the balance of the shares of Common Stock issuable thereunder be delivered to the undersigned. ---------------------------------------------- (Name of Registered Owner) ---------------------------------------------- (Signature of Registered Owner) ---------------------------------------------- (Street Address) ---------------------------------------------- (City) (State) (Zip Code) ASSIGNMENT FORM FOR VALUE RECEIVED the undersigned registered owner of the attached Warrant Certificate hereby sells, assigns and transfers unto the assignee named below all of the rights of the undersigned under this Warrant Certificate, with THE BANK OF NEW YORK do respect to the number of shares of Common Stock set forth below: Name and Address of Assignee: ---------------------------- ------------------------- ------------------------- ------------------------- No. of Shares of Common Stock ______ and does hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, irrevocably constitute and appoint _________________________________ attorney-in-fact to register such transfer on the books of [ ] maintained for that purpose, hereby certifies that he or she is the duly elected and acting _______________________ with full power of ____________________________________, a Maryland corporation (the "Fund"), and further certifies that the following resolution was adopted by the Board of Directors of the Fund at a meeting duly held on ________________________, 19_____, at which a quorum was at all times present and that such resolution has not been modified or rescinded and is in full force and effect as of the date hereof. RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody Agreement between The Bank of New York and the Fund dated as of __________________, 19_____, (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time as it receives a Certificate, as defined substitution in the Custody Agreement, to the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless of the Series to which the same are specifically allocated, as such terms are defined in the Custody Agreement, as provided in the Custody Agreement.premises. Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------

Attest. APPENDIX A ISecretary SUBSCRIPTION FORM [To be executed only upon exercise of Warrants] The undersigned registered owner of this Warrant Certificate irrevocably exercises Warrants for the purchase of shares of Common Stock of [ ] and herewith makes payment therefor $_____ in cash all at the price and on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, Stephan L. Jones, President and X, Xxxxxx X. Xxxean, Vice President xxx Xxxxxxxxx xx requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of ____________________ and delivered to _____________________________________, a Maryland corporation (the "Fund"), do hereby certify that: The following individuals serve in the following positions with the Fund and each has been duly elected or appointed by the Board of Directors of the Fund to each such position and qualified therefor in conformity with the Fund's Articles of Incorporation and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, _________ whose address is ________________________________ and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in the Warrant Certificate, that a Vice President new Warrant Certificate of like tenor and date for the balance of the shares of Common Stock issuable thereunder be delivered to the undersigned. ---------------------------------------------- (Name of Registered Owner) ---------------------------------------------- (Signature of Registered Owner) ---------------------------------------------- (Street Address) ---------------------------------------------- (City) (State) (Zip Code) ASSIGNMENT FORM FOR VALUE RECEIVED the undersigned registered owner of the attached Warrant Certificate hereby sells, assigns and transfers unto the assignee named below all of the rights of the undersigned under this Warrant Certificate, with THE BANK OF NEW YORK do respect to the number of shares of Common Stock set forth below: Name and Address of Assignee: --------------------------------- ----------------------------- ----------------------------- ----------------------------- No. of Shares of Common Stock ------- and does hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, ________________________________, hereby certifies that he or she is the duly elected irrevocably constitute and acting _________________appoint ______ attorney-in-fact to register such transfer on the books of ____________________________________[ ] maintained for that purpose, a Maryland corporation (the "Fund"), and further certifies that the following resolution was adopted by the Board with full power of Directors of the Fund at a meeting duly held on ________________________, 19_____, at which a quorum was at all times present and that such resolution has not been modified or rescinded and is in full force and effect as of the date hereof. RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody Agreement between The Bank of New York and the Fund dated as of __________________, 19_____, (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time as it receives a Certificate, as defined substitution in the Custody Agreement, to the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless of the Series to which the same are specifically allocated, as such terms are defined in the Custody Agreement, as provided in the Custody Agreement.premises. Dated: ------------------------------- Name: -------------------------------- Signature: ---------------------------

Attest. APPENDIX Secretary Exhibit A ITo Warrant Certificate SUBSCRIPTION FORM [To be executed only upon exercise of Warrants] The undersigned registered owner of this Warrant Certificate irrevocably exercises Warrants for the purchase of shares of Common Stock of [ ] and herewith makes payment therefor $ in cash ---- all at the price and on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement, Stephan L. Jones, President and X, Xxxxxx X. Xxxean, Vice President xxx Xxxxxxxxx xx requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of ____________________ and delivered to _____________________________________, a Maryland corporation (the "Fund"), do hereby certify that: The following individuals serve in the following positions with the Fund and each has been duly elected or appointed by the Board of Directors of the Fund to each such position and qualified therefor in conformity with the Fund's Articles of Incorporation and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, _________ whose address is ________________________________ and, a Vice President with THE BANK OF NEW YORK do hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, ________________________________, hereby certifies that he or she is the duly elected and acting _______________________ if such shares of ____________________________________, a Maryland corporation (the "Fund"), and further certifies that the following resolution was adopted by the Board of Directors Common Stock shall not include all of the Fund at a meeting duly held on ________________________, 19_____, at which a quorum was at all times present and that such resolution has not been modified or rescinded and is in full force and effect as shares of the date hereof. RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody Agreement between The Bank of New York and the Fund dated as of __________________, 19_____, (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time as it receives a Certificate, as defined in the Custody Agreement, to the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless of the Series to which the same are specifically allocated, as such terms are defined in the Custody Agreement, Common Stock issuable as provided in the Custody Agreement.Warrant Certificate, that a new Warrant Certificate of like tenor and date for the balance of the shares of Common Stock issuable thereunder be delivered to the undersigned. ---------------------------------------------- (Name of Registered Owner) ---------------------------------------------- (Signature of Registered Owner) ---------------------------------------------- (Street Address) ---------------------------------------------- (City) (State) (Zip Code) Exhibit B To Warrant Certificate ASSIGNMENT FORM FOR VALUE RECEIVED the undersigned registered owner of the attached Warrant Certificate hereby sells, assigns and transfers unto the assignee named below all of the rights of the undersigned under this Warrant Certificate, with respect to the number of shares of Common Stock set forth below: Name and Address of Assignee: ------------------------------- ------------------------- ------------------------- -------------------------

Attest. APPENDIX A ISecretary President Countersigned: EQUISERVE TRUST COMPANY, Stephan L. JonesN.A., President and X, Xxxxxx X. Xxxean, Vice President xxx Xxxxxxxxx xx as Rights Agent By: -------------------------------------------- Title: -------------------------------------------- Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________________________ hereby sells, a Maryland corporation (the "Fund"), do hereby certify that: The following individuals serve in the following positions with the Fund assigns and each has been duly elected or appointed by the Board of Directors of the Fund to each such position and qualified therefor in conformity with the Fund's Articles of Incorporation and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, transfers unto___________________________________________ , a Vice President with THE BANK OF NEW YORK do hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, ________________________________, hereby certifies that he or she is the duly elected -------------------------------------------------------------------------------- (Please print name and acting _______________________ address of transferee) ____________________________________, a Maryland corporation (the "Fund"), and further certifies that the following resolution was adopted by the Board of Directors of the Fund at a meeting duly held on ________________________, 19____________________ this Right Certificate, at which a quorum was at together with all times present right, title and that such resolution has not been modified or rescinded interest therein, and is in full force does hereby irrevocably constitute and effect as appoint ___________________________ Attorney, to transfer the within Right Certificate on the books of the date hereofwithin-named Company, with full power of substitution. RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody Agreement between The Bank of New York and the Fund dated as of Dated: ____________________, 19______ ------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by a 15% Stockholder or an Affiliate or Associate thereof (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time as it receives a Certificate, as defined in the Custody Rights Agreement). -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever) -------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless of the Series to which the same are specifically allocated, as such terms are defined in the Custody Agreement, as provided in the Custody AgreementRight Certificate.)

Attest. APPENDIX A IKevix Xxxxxxxx, Stephan L. JonesXxcretary EXHIBIT "A" FORM OF SUBSCRIPTION (CASH EXERCISE) (To be signed only upon exercise of Warrant) TO: 2Connect Express, President Inc. 1700 X.X. 00xx Xxxxxx Xxxxx, Xxxxxxx 00000 The undersigned, the Holder of Warrant Certificate number UWW- __ (the "Warrant"), representing 59,500 Representative Warrants of 2Connect Express, Inc. (the "Company"), which Warrant Certificate is being delivered herewith, hereby irrevocably elects to exercise the purchase right provided by the Warrant Certificate for, and Xto purchase thereunder, Xxxxxx X. Xxxean_________ Units of the Company, Vice President xxx Xxxxxxxxx xx and herewith makes payment of $______________________________________ therefor, a Maryland corporation (and requests that the "Fund"), do hereby certify that: The following individuals serve certificates for such securities be issued in the following positions with the Fund and each has been duly elected or appointed by the Board of Directors of the Fund to each such position and qualified therefor in conformity with the Fund's Articles of Incorporation and By-Lawsname of, and the signatures set forth opposite their respective names are their true and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C Idelivered to, ________________________________________ , a Vice President with THE BANK OF NEW YORK do hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, ________________________________, hereby certifies that he or she is the duly elected and acting _______________________ of ____________________________________, a Maryland corporation (the "Fund"), and further certifies that the following resolution was adopted by the Board of Directors of the Fund at a meeting duly held on whose address is ____________________________________________________, 19_____, at which a quorum was at all times present and that such resolution has not been modified or rescinded and is in full force and effect as of accordance with the date hereof. RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody Representative's Warrant Agreement between The Bank of New York and the Fund dated as of Warrant Certificate. Dated: __________________, 19__________ ----------------------------------------------- (Signature must conform in all respects to name of Holder as specified on the face of the Warrant Certificate) ----------------------------------------------- ----------------------------------------------- (FORM OF ASSIGNMENT) (To be exercised by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED ___________________________________________________________ hereby sells, assigns and transfers unto (the "Custody Agreement"Print name and address of transferee) is authorized and instructed on a continuous and ongoing basis until such time as it receives a this Warrant Certificate, as defined in the Custody Agreementtogether with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ Attorney, to transfer the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless within Warrant Certificate on the books of the Series within-named Company, and full power of substitution. Dated: Signature: --------------------------- ------------------------------------------ (Signature must conform in all respects to which name of holder as specified on the same are specifically allocated, as such terms are defined in face of the Custody Agreement, as provided in the Custody Agreement.Warrant Certificate) ------------------------------------------ (Insert Social Security or Other Identifying Number of Assignee)

Attest. APPENDIX A I, Stephan L. Jones, President and X, Xxxxxx X. Xxxean, Vice President xxx Xxxxxxxxx xx _____________________________________, a Maryland corporation By ------------------------------ --------------------------------- Title: Title: ------------------------ ----------------------------- Countersigned: UNITED NATIONAL BANK & TRUST COMPANY as Rights Agent A-33 37 By ----------------------------- Authorized Signature A-34 38 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (the "Fund"), do hereby certify that: The following individuals serve in the following positions with the Fund and each has been duly elected or appointed To be executed by the Board of Directors of registered holder if such holder desires to transfer the Fund to each such position and qualified therefor in conformity with the Fund's Articles of Incorporation and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures: Name Position Signature ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- ----------------------------- --------------------- ---------------------- APPENDIX B SERIES NONE APPENDIX C I, Right Certificate.) FOR VALUE RECEIVED _________________________________________ hereby sells, a Vice President with THE BANK OF NEW YORK do hereby designate the following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Service Xxxxxx Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal EXHIBIT A CERTIFICATION The undersigned, ________________________________, hereby certifies that he or she is the duly elected assigns and acting _______________________ of transfers unto _____________________________________________ (Please print name and address of transferee) ----------------------------------------------------------------------------- this Right Certificate, a Maryland corporation (the "Fund")together with all right, title and interest therein, and further certifies that the following resolution was adopted by the Board of Directors of the Fund at a meeting duly held on does hereby irrevocably constitute and appoint _________________________ Attorney, 19_____, at which a quorum was at all times present and that such resolution has not been modified or rescinded and is in full force and effect as to transfer the within Right Certificate on the books of the date hereofwithin-named Company, with full power of substitution. RESOLVEDDated: ----------------- ----------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker or other institution which is a member of a Medallion Signature Guarantee Program. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - The undersigned hereby certifies that The Bank of New York, as Custodian pursuant to a Custody Agreement between The Bank of New York and the Fund dated as of __________________, 19_____, Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (the "Custody Agreement") is authorized and instructed on a continuous and ongoing basis until such time as it receives a Certificate, as defined in the Custody Rights Agreement, ). ----------------------------------- Signature - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - A-35 39 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the contrary, to accept, utilize and act with respect to Clearing Member confirmations for Options and transaction in Options, regardless of the Series to which the same are specifically allocated, as such terms are defined in the Custody Agreement, as provided in the Custody AgreementRight Certificate.)