Common use of Date of Conversion Clause in Contracts

Date of Conversion. Number of Preferred Shares to be converted: ------------- Stock certificate no(s). of Preferred Shares to be converted: ----------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES NO ----- ------ Please confirm the following information: Conversion Price: ------------------------- Number of shares of Common Stock to be issued: ------------------------- Please issue the Common Stock into which the Preferred Shares are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue to: ------------------------- ------------------------- Facsimile Number: ------------------------- Authorization: ------------------------- By: -------------------------- Title: ----------------------- Dated: PRICES ATTACHED EXHIBIT II COMPUTER MOTION, INC. FORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTION, INC. The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of Computer Motion, Inc. covered by the within Warrant. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agent] Re: COMPUTER MOTION, INC. Ladies and Gentlemen: We are counsel to Computer Motion, Inc., a Delaware corporation (the "COMPANY"), and have represented the Company in connection with that certain Debenture and Warrant Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of August __, 2002, by and among the Company and the purchasers named therein (collectively, the "PURCHASERS") pursuant to which the Company issued to the Purchasers Debentures (the "DEBENTURES") and warrants (the "WARRANTS") to purchase shares of the Company's common stock, par value $.001 per share (the "COMMON STOCK"). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of August __, 2002, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Agreement, on ________________, 2002, the Company filed a Registration Statement on Form S-3 (File No. 333-________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names the Purchasers as selling stockholders thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: --------------------------

Date of Conversion. Number of Preferred Shares to be converted: ------------- Stock certificate no(s). of Preferred Shares to be converted: ----------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES NO ----- ------ Please confirm the following information: Conversion Price: ------------------------- ------------------------------------------------------------- Accrued Interest: ------------------------------------------------------------- Number of shares Shares of Common Stock to be issuedIssued: ------------------------- Please issue the Common Stock into which the Preferred Shares are being converted and-------------------------------- Name: ------------------------------------------------------------------------- Signature: -------------------------------------------------------------------- Address: ---------------------------------------------------------------------- EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if applicableAS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, any check drawn on an account of the Company in the following name and to the following address: Issue to: ------------------------- ------------------------- Facsimile Number: ------------------------- Authorization: ------------------------- By: -------------------------- Title: ----------------------- Dated: PRICES ATTACHED EXHIBIT II COMPUTER MOTIONOR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC. FORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTION, INC. The undersigned COMMON STOCK PURCHASE WARRANT RIGHT TO PURCHASE ________________ SHARES OF COMMON STOCK EXERCISE PRICE: $0.50 PER SHARE THIS CERTIFIES THAT, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of Computer Motion, Inc. covered by the within Warrant. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ ASSIGNMENT FOR VALUE RECEIVEDfor value received, _________________ hereby sells(the "Holder"), assigns is entitled, upon the terms and transfers unto _______subject to the conditions hereinafter set forth, at any time on or after the closing of the related Securities Purchase Agreement (the "Initial Exercise Date") entered into Peak Entertainment Holdings, Inc., a Nevada corporation (the "Company") and the Holder, as of even date, and on or prior to the close of business on the fifth year anniversary of this Warrant (the "Termination Date"), but not thereafter, to subscribe for and purchase from the Company, up to ___________ the within Warrant fully paid and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agent] Re: COMPUTER MOTION, INC. Ladies and Gentlemen: We are counsel to Computer Motion, Inc., a Delaware corporation (the "COMPANY"), and have represented the Company in connection with that certain Debenture and Warrant Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of August __, 2002, by and among the Company and the purchasers named therein (collectively, the "PURCHASERS") pursuant to which the Company issued to the Purchasers Debentures (the "DEBENTURES") and warrants (the "WARRANTS") to purchase nonassessable shares of the Company's common stockCommon Stock (the "Common Stock"), par value at the exercise price of $.001 0.50 per share (the "COMMON STOCKExercise Price"). Pursuant The Exercise Price and the number of shares for which this Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Securities Purchase Agreement, the Company has also entered into a Registration Rights Securities Purchase Agreement with shall control. Capitalized terms used and not otherwise defined herein shall have the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of August __, 2002, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined meanings set forth for such terms in the Registration Rights Securities Purchase Agreement), including the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Agreement, on ________________, 2002, the Company filed a Registration Statement on Form S-3 (File No. 333-________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names the Purchasers as selling stockholders thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: --------------------------.

Date of Conversion. Number of Preferred Shares to be converted: ------------- Stock certificate no(s). of Preferred Shares to be converted: ----------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES NO ----- ------ Please confirm the following information: Conversion Price: ------------------------- --------------------------------------------------------------- Accrued Interest: --------------------------------------------------------------- Number of shares Shares of Common Stock to be issuedIssued: ------------------------- Please issue the Common Stock into which the Preferred Shares are being converted and---------------------------------- Name: --------------------------------------------------------------------------- Signature: ---------------------------------------------------------------------- Address: ------------------------------------------------------------------------ EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if applicableAS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, any check drawn on an account of the Company in the following name and to the following address: Issue to: ------------------------- ------------------------- Facsimile Number: ------------------------- Authorization: ------------------------- By: -------------------------- Title: ----------------------- Dated: PRICES ATTACHED EXHIBIT II COMPUTER MOTIONOR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC. FORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTION, INC. The undersigned COMMON STOCK PURCHASE WARRANT RIGHT TO PURCHASE ________________ SHARES OF COMMON STOCK EXERCISE PRICE: $0.50 PER SHARE THIS CERTIFIES THAT, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of Computer Motion, Inc. covered by the within Warrant. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ ASSIGNMENT FOR VALUE RECEIVEDfor value received, _________________ hereby sells(the "Holder"), assigns is entitled, upon the terms and transfers unto _______subject to the conditions hereinafter set forth, at any time on or after the closing of the related Securities Purchase Agreement (the "Initial Exercise Date") entered into Peak Entertainment Holdings, Inc., a Nevada corporation (the "Company") and the Holder, as of even date, and on or prior to the close of business on the fifth year anniversary of this Warrant (the "Termination Date"), but not thereafter, to subscribe for and purchase from the Company, up to ___________ the within Warrant fully paid and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agent] Re: COMPUTER MOTION, INC. Ladies and Gentlemen: We are counsel to Computer Motion, Inc., a Delaware corporation (the "COMPANY"), and have represented the Company in connection with that certain Debenture and Warrant Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of August __, 2002, by and among the Company and the purchasers named therein (collectively, the "PURCHASERS") pursuant to which the Company issued to the Purchasers Debentures (the "DEBENTURES") and warrants (the "WARRANTS") to purchase nonassessable shares of the Company's common stockCommon Stock (the "Common Stock"), par value at the exercise price of $.001 0.50 per share (the "COMMON STOCKExercise Price"). Pursuant The Exercise Price and the number of shares for which this Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Securities Purchase Agreement, the Company has also entered into a Registration Rights Securities Purchase Agreement with shall control. Capitalized terms used and not otherwise defined herein shall have the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of August __, 2002, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined meanings set forth for such terms in the Registration Rights Securities Purchase Agreement), including the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Agreement, on ________________, 2002, the Company filed a Registration Statement on Form S-3 (File No. 333-________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names the Purchasers as selling stockholders thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: --------------------------.

Date of Conversion. Number of Preferred Shares to be converted: ------------- -------- Stock certificate no(s). of Preferred Shares to be converted: ----------- --------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES NO ----- ------ ____ NO____ Please confirm the following information: Conversion Price: ------------------------- --------------------------------------------------- Number of shares of Common Stock to be issued: ------------------------- --------------------------------------------------- Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion: _________________________ Please issue the Common Stock into which the Preferred Shares are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue to: ------------------------- ------------------------- --------------------------------------------------- --------------------------------------------------- Facsimile Number: ------------------------- --------------------------------------------------- Authorization: ------------------------- --------------------------------------------------- By: -------------------------- ------------------------------------------- Title: ----------------------- -------------------------------------------- Dated: PRICES ATTACHED EXHIBIT II COMPUTER MOTION, INC. FORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTION, INC. ASTRATA GROUP INCORPORATED The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of Computer Motion, Inc. Astrata Group Incorporated covered by the within Warrant. Dated: _________________ Signature ----------------- ---------------------------------- __________________________ Address ------------------------------ ------------------------------ __________________________ __________________________ Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: _________________________ ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: _________________ Signature ----------------- ---------------------------------- __________________________ Address ------------------------------ ------------------------------ __________________________ __________________________ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: _________________ Signature ----------------- ---------------------------------- __________________________ Address ------------------------------ ------------------------------ __________________________ __________________________ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agentTransfer Agent] Attn: _____________ Re: COMPUTER MOTION, INC. Astrata Group Incorporated Ladies and Gentlemen: We are counsel to Computer Motion, Inc.Astrata Group Incorporated, a Delaware Nevada corporation (the "COMPANYCompany"), and have represented the Company in connection with that certain Debenture and Warrant Series A Convertible Preferred Stock Purchase Agreement (the "PURCHASE AGREEMENTPurchase Agreement"), dated as of August __October 12, 20022006, by and among the Company and the purchasers named therein (collectively, the "PURCHASERSPurchasers") pursuant to which the Company issued to the Purchasers Debentures shares of its Series A Convertible Preferred Stock, par value $0.0001 per share, (the "DEBENTURESPreferred Shares") and warrants (the "WARRANTSWarrants") to purchase shares of the Company's common stock, par value $.001 0.0001 per share (the "COMMON STOCKCommon Stock"). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the "REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement"), dated as of August __October 12, 20022006, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 ACTAct"). In connection with the Company's obligations under the Registration Rights Agreement, on ________________, 20022006, the Company filed a Registration Statement on Form S-3 SB-2 (File No. 333-________) (the "REGISTRATION STATEMENTRegistration Statement") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names each of the present Purchasers as a selling stockholders stockholder thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: ------------------------------------------------------------- cc: [LIST NAMES OF PURCHASERS] EXHIBIT H to the SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT FOR ASTRATA GROUP INCORPORATED FORM OF OPINION OF COUNSEL

Date of Conversion. Number Signature: ------------------------------------ Name: ----------------------------------------- Signature Guarantee: -------------------------- Address: -------------------------------------- ---------------------------------------------- Social Security No. --------------------------- *The Conversion Date shall be the third business day following the Company's receipt of the original stock certificate evidencing the Series B Preferred Shares to be converted: ------------- Stock certificate no(s). with executed stock powers and signatures guaranteed and the Notice of Preferred Shares to be converted: ----------- The Common Stock have been sold pursuant to the Registration Statement (as defined Conversion or, in the Registration Rights Agreement): YES NO ----- ------ Please confirm case of a Mandatory Conversion, the following information: Conversion Price: ------------------------- Number of shares of Common Stock to be issued: ------------------------- Please issue the Common Stock into which the Preferred Shares are being converted and, if applicable, any check drawn on an account of the Company date set forth in the following name and to the following address: Issue to: ------------------------- ------------------------- Facsimile Number: ------------------------- Authorization: ------------------------- By: -------------------------- Title: ----------------------- Dated: PRICES ATTACHED Notice of Conversion. EXHIBIT II COMPUTER MOTION, INC. B FORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTIONDEBENTURE NEITHER THIS DEBENTURE NOR THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, INCAS AMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN COUNTRY. The undersigned THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT IF SUCH TRANSACTION IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR IF SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION, AS CONFIRMED BY AN OPINION OF COUNSEL TO THE COMPANY. No. D-_ US $_________ COMMODORE HOLDINGS LIMITED 11% CONVERTIBLE SUBORDINATED DEBENTURE DUE __________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of Computer Motion, Inc. covered by the within Warrant. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ ASSIGNMENT 2006 FOR VALUE RECEIVED, COMMODORE HOLDINGS LIMITED, a Bermuda corporation (the "Company"), promises to pay to _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorneythe registered Holder hereof (the "Holder"), to transfer that part of the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name principal sum of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agent] Re: COMPUTER MOTION, INC. Ladies and Gentlemen: We are counsel to Computer Motion, Inc., a Delaware corporation (the "COMPANY"), and have represented the Company in connection with that certain Debenture and Warrant Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of August __, 2002, by and among the Company and the purchasers named therein (collectively, the "PURCHASERS") pursuant to which the Company issued to the Purchasers Debentures (the "DEBENTURES") and warrants (the "WARRANTS") to purchase shares of the Company's common stock, par value $.001 per share (the "COMMON STOCK"). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of August __, 2002, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Agreement, on ________________, 2002, the Company filed a Registration Statement on Form S-3 (File No. 333-________) 2006 (the "REGISTRATION STATEMENTMaturity Date") with and to pay interest on the Securities principal sum outstanding, in arrears, at the end of each calendar quarter, beginning on March 31, 2000, at the rate of 11% per annum, accruing from the date on which the Company receives the principal amount of this Debenture in cleared funds. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Accrual of interest shall commence on the first such business day to occur after the date on which the Company receives the principal amount of this Debenture in cleared funds and Exchange Commission (continue until payment in full of the "SEC") relating principal sum has been made in cash or this Debenture is converted as provided herein. Subject to the resale provisions of Section 4 below, interest on this Debenture is payable in such coin or currency of the Registrable Securities United States of America as at the time of payment is legal tender for payment of public and private debts. The Company shall pay the principal of and interest upon this Debenture, less any amounts required by law to be deducted, to the Holder of this Debenture at the address of such Holder which names is the Purchasers as selling stockholders thereunder. In connection with last address appearing on the foregoing, we advise you that a member Debenture Register of the SEC's staff has advised us by telephone that Company for such Holder. The forwarding of such payment shall constitute a payment of principal and/or interest, as the SEC has entered an order declaring case may be, hereunder and shall satisfy and discharge the Registration Statement effective under liability for principal and/or interest, as the 1933 Act at [ENTER TIME OF EFFECTIVENESS] case may be, on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member this Debenture to the extent of the SEC's staff, that sum represented by such payment plus any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant amounts so deducted. This Debenture is subject to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: --------------------------following additional provisions:

Date of Conversion. Number of Preferred Shares to be converted: ------------- Stock certificate no(s). of Preferred Shares to be converted: ----------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES NO ----- ------ Please confirm the following information: Conversion Price: ------------------------- Number of shares of Common Stock to be issued--------------------------------------------------------------- Shares To Be Delivered: ------------------------- Please issue the Common Stock into which the Preferred Shares are being converted and--------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------ ------------------------------------------------------------------------ EXHIBIT D FORM OF WARRANT THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if applicableAS AMENDED, any check drawn on an account of the Company in the following name and to the following address: Issue to: ------------------------- ------------------------- Facsimile Number: ------------------------- Authorization: ------------------------- By: -------------------------- Title: ----------------------- Dated: PRICES ATTACHED EXHIBIT II COMPUTER MOTIONOR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ADVANCED OPTICS ELECTRONICS, INC. FORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTION, INCTHAT SUCH REGISTRATION IS NOT REQUIRED. The undersigned Right to Purchase _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares Shares of Common Stock of Computer MotionAdvanced Optics Electronics, Inc. covered by (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. Issue Date: September 15, 2000 ------ ADVANCED OPTICS ELECTRONICS, INC., a corporation organized under the within Warrant. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ ASSIGNMENT FOR VALUE RECEIVEDlaws of the State of Nevada (the "COMPANY"), hereby certifies that, for value received, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorneyor assigns (the "Holder"), is entitled, subject to the terms set forth below, to transfer that part purchase from the Company from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., New York time, through five (5) years after such date (the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of "EXPIRATION DATE"), up to ___________, _____, _ fully paid and nonassessable shares of Common Stock issued therefor in (as hereinafter defined), $0.001 par value per share, of the name Company, at a purchase price of _______________, Warrant No. W-_$____ issued for ____ per share (such purchase price per share as adjusted from time to time as herein provided is referred to herein as the "PURCHASE PRICE"). The number and character of such shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agent] Re: COMPUTER MOTION, INC. Ladies and Gentlemen: We are counsel to Computer Motion, Inc., a Delaware corporation (the "COMPANY"), and have represented the Company in connection with that certain Debenture and Warrant Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of August __, 2002, by and among the Company and the purchasers named therein (collectivelyPurchase Price are subject to adjustment as provided herein. As used herein the following terms, unless the "PURCHASERS") pursuant to which context otherwise requires, have the Company issued to the Purchasers Debentures (the "DEBENTURES") and warrants (the "WARRANTS") to purchase shares of the Company's common stock, par value $.001 per share (the "COMMON STOCK"). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of August __, 2002, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Agreement, on ________________, 2002, the Company filed a Registration Statement on Form S-3 (File No. 333-________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names the Purchasers as selling stockholders thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: --------------------------following respective meanings:

Date of Conversion. Number Conversion Price: ---------------------------------------------------------- Shares To Be Delivered: ----------------------------------------------------- Signature: ------------------------------------------------------------------ Print Name: ----------------------------------------------------------------- Address: ------------------------------------------------------------------- ------------------------------------------------------------------- EXHIBIT B FORM OF REPAYMENT ELECTION NOTICE To: [HOLDER AT HOLDER'S ADDRESS] Pursuant to Section 2.2 of Preferred Shares the Note of Billserv, Inc. issued on July __, 2002, we hereby notify you that we are irrevocably electing to be converted: ------------- Stock certificate no(s). of Preferred Shares to be converted: ----------- The Common Stock have been sold pursuant to repay the Registration Statement outstanding Monthly Amount (as defined in the Registration Rights Agreement): YES NO ----- ------ Please confirm Note) due on the following information: Conversion Price: ------------------------- Number of shares of Common Stock to be issued: ------------------------- Please issue the Common Stock into which the Preferred Shares are being converted and, if applicable, any check drawn on an account of the Company Repayment Date (as defined in the following name and to the following address: Issue to: ------------------------- ------------------------- Facsimile Number: ------------------------- Authorization: ------------------------- By: -------------------------- Title: ----------------------- Dated: PRICES ATTACHED EXHIBIT II COMPUTER MOTION, INC. FORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTION, INC. The undersigned _________Note) which occurs on ______, pursuant to the provisions of the within Warrant, hereby elects to purchase 20__ (CHECK ONE): _____ shares of Common Stock of Computer Motion, Inc. covered by the within WarrantIn full in cash on such Repayment Date. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ ASSIGNMENT FOR VALUE RECEIVED, _____ In full in shares of the Company's Common Stock within three (3) trading days following such Repayment Date. ________ In part in cash in the amount of $______ hereby sellson such Repayment Date, assigns and transfers unto ____________in part in shares of the Company's Common Stock (in the amount of ______ the shares) within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________three (3) trading days following such Repayment Date. Billserv, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint Inc. By:___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ FOR USE BY THE ISSUER ONLY: This Warrant No. W-______ canceled (or transferred or exchanged) this _____ day of ___________Name: Title: THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, _____AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, shares OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BILLSERV, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 300,000 Shares of Common Stock issued therefor in the name of _______________Billserv, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agent] Re: COMPUTER MOTION, INC. Ladies and Gentlemen: We are counsel Inc. (subject to Computer Motion, Inc., a Delaware corporation (the "COMPANY"), and have represented the Company in connection with that certain Debenture and Warrant Purchase Agreement (the "adjustment as provided herein) COMMON STOCK PURCHASE AGREEMENT"), dated as of August __, 2002, by and among the Company and the purchasers named therein (collectively, the "PURCHASERS") pursuant to which the Company issued to the Purchasers Debentures (the "DEBENTURES") and warrants (the "WARRANTS") to purchase shares of the Company's common stock, par value $.001 per share (the "COMMON STOCK"). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of August __, 2002, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Agreement, on ________________, 2002, the Company filed a Registration Statement on Form S-3 (File No. 333-________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names the Purchasers as selling stockholders thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: --------------------------WARRANT

Date of Conversion. Number of Preferred Shares to be converted: ------------- Stock certificate no(s). of Preferred Shares to be converted: ----------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES NO ----- ------ Please confirm the following information: Conversion Price: ------------------------- ------------------------------------------------------- Accrued Interest: ------------------------------------------------------- Number of shares Shares of Common Stock to be issued: ------------------------- Please issue the Common Stock into which the Preferred Shares are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue to: ------------------------- ------------------------- Facsimile Number: ------------------------- Authorization: ------------------------- ByIssued: -------------------------- TitleName: ----------------------- Dated------------------------------------------------------------------- Signature: PRICES ATTACHED -------------------------------------------------------------- Address: ---------------------------------------------------------------- EXHIBIT II COMPUTER MOTIONB THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC. FORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTION, INC. The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of Computer Motion, Inc. covered by the within Warrant. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agent] Re: COMPUTER MOTION, INC. Ladies and Gentlemen: We are counsel to Computer Motion, Inc., a Delaware corporation (the "COMPANY"), and have represented the Company in connection with that certain Debenture and Warrant Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of August __, 2002, by and among the Company and the purchasers named therein (collectively, the "PURCHASERS") pursuant to which the Company issued to the Purchasers Debentures (the "DEBENTURES") and warrants (the "WARRANTS") to purchase shares of the Company's common stock, par value $.001 per share (the "COMMON STOCK"). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of August __, 2002, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Agreement, on ________________, 2002, the Company filed a Registration Statement on Form S-3 (File No. 333-________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names the Purchasers as selling stockholders thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: --------------------------.

Date of Conversion. Number of Preferred Shares Aggregate Principal Amount to be converted: ------------- Stock certificate no(s). ----------------------- Debenture number(s) of Preferred Shares Debenture to be converted: ----------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES NO ----- ------ ----------------- Please confirm the following information: ------------------------- Conversion Price: ------------------------- ------------------------------------------------- Number of shares of Common Stock to be issued: ------------------------- -------------------- Please issue the Common Stock into which the Preferred Shares are Debenture is being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue to: ------------------------- ------------------------- --------------------------------------------------------- Facsimile Number: ------------------------- ------------------------------------------------- Authorization: ------------------------- By: -------------------------- ------------------------------------------------ Name: Title: ----------------------- Dated: PRICES ATTACHED ------------------ Account Number (if electronic book entry transfer): --------------------------- Transaction Code Number (if electronic book entry transfer): ------------------ EXHIBIT II COMPUTER MOTIONB THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, INCAS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. FORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTION, INCTHIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER. The undersigned _____________JANUARY __, pursuant to the provisions of the within Warrant, hereby elects to purchase 2005 ______ shares of Common Stock of Computer MotionWarrant No. __ IGEN INTERNATIONAL, Inc. covered by the within WarrantINC. DatedSTOCK PURCHASE WARRANT Registered Owner: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sellsThis certifies that, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________for value received, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agent] Re: COMPUTER MOTION, INC. Ladies and Gentlemen: We are counsel to Computer MotionIGEN International, Inc., a Delaware corporation corporation, the (the "COMPANY"), and have represented ) grants the Company in connection with that certain Debenture and Warrant Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of August __, 2002, by and among the Company and the purchasers named therein (collectively, the "PURCHASERS") pursuant to which the Company issued following rights to the Purchasers Debentures (the "DEBENTURES") and warrants (the "WARRANTS") to purchase shares of the Company's common stock, par value $.001 per share (the "COMMON STOCK"). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of August __, 2002, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Agreement, on ________________, 2002, the Company filed a Registration Statement on Form S-3 (File No. 333-________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names the Purchasers as selling stockholders thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending beforeRegistered Owner, or threatened bypermitted assigns, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: --------------------------of this Warrant:

Date of Conversion. Number of Preferred Shares to be converted: ------------- Stock certificate no(s). of Preferred Shares to be converted: ----------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES NO ----- ------ Please confirm the following information: Conversion Price: ------------------------- --------------------------------------------------------------- Accrued Interest: --------------------------------------------------------------- Number of shares Shares of Common Stock to be issuedIssued: ------------------------- Please issue the Common Stock into which the Preferred Shares are being converted and---------------------------------- Name: --------------------------------------------------------------------------- Signature: ---------------------------------------------------------------------- Address: ------------------------------------------------------------------------ EXHIBIT B THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if applicableAS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, any check drawn on an account of the Company in the following name and to the following address: Issue to: ------------------------- ------------------------- Facsimile Number: ------------------------- Authorization: ------------------------- By: -------------------------- Title: ----------------------- Dated: PRICES ATTACHED EXHIBIT II COMPUTER MOTIONOR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. PEAK ENTERTAINMENT HOLDINGS, INC. FORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTION, INC. The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of Computer Motion, Inc. covered by the within Warrant. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agent] Re: COMPUTER MOTION, INC. Ladies and Gentlemen: We are counsel to Computer Motion, Inc., a Delaware corporation (the "COMPANY"), and have represented the Company in connection with that certain Debenture and Warrant Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of August __, 2002, by and among the Company and the purchasers named therein (collectively, the "PURCHASERS") pursuant to which the Company issued to the Purchasers Debentures (the "DEBENTURES") and warrants (the "WARRANTS") to purchase shares of the Company's common stock, par value $.001 per share (the "COMMON STOCK"). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of August __, 2002, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Agreement, on ________________, 2002, the Company filed a Registration Statement on Form S-3 (File No. 333-________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names the Purchasers as selling stockholders thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: --------------------------.

Date of Conversion. Number of Series E Preferred Shares to be converted: ------------- ------------------------- Stock certificate no(s). of Series E Preferred Shares to be converted: ----------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES NO ----- ------ -------------------------------------------- Please confirm the following information: Conversion Price: ------------------------- ------------------------------------------------------------ Number of shares of Common Stock to be issued: ------------------------- ------------------------------- Please issue and deliver the Common Stock into which the Series E Preferred Shares are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue to: ------------------------- ------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- Facsimile Number: ------------------------- --------------------------------------------------------- Authorization: ------------------------- ------------------------------------------------------------ By: -------------------------- Title: ----------------------- Dated: PRICES ATTACHED EXHIBIT II COMPUTER MOTION-------------------------------------------------------------------- Continental Stock Transfer & Trust Company, INC. FORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTION, INC. The undersigned _______________, pursuant to the provisions as transfer agent and registrar of the within WarrantCommon Stock, is hereby elects authorized and directed to purchase _____ issue the above number of shares of Common Stock of Computer Motion, Inc. covered by in the within Warrant. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books name of the within named corporationabove referenced entity or person and to deliver the certificates representing such shares using an overnight delivery service. DatedDATATEC SYSTEMS, INC. By: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________EXHIBIT B THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, _____AS AMENDED, shares OR THE SECURITIES LAW OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT AND THE SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 30, 1998 BY AND AMONG DATATEC SYSTEMS, INC., STARK INTERNATIONAL AND SHEXXXXX INVESTMENTS INTERNATIONAL, LTD. DATATEC SYSTEMS, INC. [FORM OF COMMON STOCK PURCHASE WARRANT] No. W-[ ] April 30, 1998 Warrant to Purchase 45,000 Shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agent] Re: COMPUTER MOTIONDATATEC SYSTEMS, INC. Ladies and Gentlemen: We are counsel to Computer Motion, Inc.., a Delaware corporation (the "COMPANYCompany"), and have represented the Company in connection with for value received, hereby certifies that certain Debenture and Warrant Purchase Agreement [ ] or registered assigns (the "PURCHASE AGREEMENTHolder"), dated as of August __, 2002, by and among is entitled to purchase from the Company 45,000 duly authorized, validly issued, fully paid and the purchasers named therein (collectively, the "PURCHASERS") pursuant to which the Company issued to the Purchasers Debentures (the "DEBENTURES") and warrants (the "WARRANTS") to purchase nonassessable shares of the Company's common stockCommon Stock, par value $.001 per share share, of the Company (the "COMMON STOCKCommon Stock"). Pursuant , at a purchase price equal to the Purchase Agreement$6.29 per share, the Company has also entered into a Registration Rights Agreement with the Purchasers at any time or from time to time prior to 5:00 P.M., New York City time, on April 30, 2001 (the "REGISTRATION RIGHTS AGREEMENTExpiration Date"), all subject to the terms, conditions and adjustments set forth below in this Warrant. This Warrant is one of the Common Stock Purchase Warrants (collectively, the "Warrants", such term to include any such warrants issued in substitution therefor) originally issued pursuant to the terms of the Securities Purchase Agreement, dated as of August __April 30, 20021998 by and among the Company, pursuant the Holder and Stark International Shepherx Xxxestments International, Ltd. (the "Purchase Agreement"). The Warrants originally so issued evidence rights to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the purchase an aggregate of 90,000 shares of Common Stock issuable upon exercise of subject to adjustment as provided herein. Capitalized terms used herein and not otherwise defined herein shall have the Warrants, under meanings assigned such terms in the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Purchase Agreement, on ________________, 2002, the Company filed a Registration Statement on Form S-3 (File No. 333-________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names the Purchasers as selling stockholders thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: --------------------------.

Date of Conversion. Number of Preferred Shares to be converted: ------------- Stock certificate no(s). of Preferred Shares to be converted: ----------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES NO ----- ------ Please confirm the following information: Conversion Price: ------------------------- ------------------------------------------------------------- Number of shares Shares of Common Preferred Stock to be issuedBeneficially Owned on the Conversion Date: ------------------------- Please issue the Common Stock into which the Preferred Shares are being converted and, if applicable, any check drawn on an account Less than 5% of the Company in the following name and to the following addressoutstanding Preferred Stock of VoIP, Inc. Shares To Be Delivered: Issue to------------------------------------------------------- Signature: ------------------------- ------------------------- Facsimile Number-------------------------------------------------------------------- Print Name: ------------------------- Authorization------------------------------------------------------------------- Address: ------------------------- By: -------------------------- Title: ----------------------- Dated: PRICES ATTACHED ---------------------------------------------------------------------- Exhibit B - Pg. 15 EXHIBIT II COMPUTER MOTIONC PARENT AND BUYER SECURITY AGREEMENT SEE EXHIBIT 10.3 TO FORM 8-K Exhibit C - Pg. 1 EXHIBIT D STOCK PURCHASE WARRANT Exhibit D- Pg. 1 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOIP, INC. FORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTION, INCTHAT SUCH REGISTRATION IS NOT REQUIRED. The undersigned _______________, pursuant Right to the provisions of the within Warrant, hereby elects to purchase _____ Purchase 5,000,000 shares of Common Stock of Computer MotionVoIP, Inc. covered by the within Warrant(subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint ________Issue Date: _____, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agent] Re: COMPUTER MOTION, INC. Ladies and Gentlemen: We are counsel to Computer Motion, Inc., a Delaware corporation (the "COMPANY"), and have represented the Company in connection with that certain Debenture and Warrant Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of August __, 2002, by and among the Company and the purchasers named therein (collectively, the "PURCHASERS") pursuant to which the Company issued to the Purchasers Debentures (the "DEBENTURES") and warrants (the "WARRANTS") to purchase shares of the Company's common stock, par value $.001 per share (the "COMMON STOCK"). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of August __, 2002, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Agreement, on ________________, 2002, the Company filed a Registration Statement on Form S-3 (File No. 333-________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to the resale of the Registrable Securities which names the Purchasers as selling stockholders thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: --------------------------2005

Date of Conversion. Number of Preferred Shares to be convertedTo Be Delivered: ------------- Stock certificate no(s). of Preferred Shares to be converted: ----------- The Common Stock have been sold pursuant to the Registration Statement (as defined in the Registration Rights Agreement): YES NO ----- ------ Please confirm the following information: Conversion Price: ------------------------- Number of shares of Common Stock to be issued: ------------------------- Please issue the Common Stock into which the Preferred Shares are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue to: ------------------------- ------------------------- Facsimile Number: ------------------------- Authorization: ------------------------- By: -------------------------- Title: ----------------------- Dated: PRICES ATTACHED EXHIBIT II COMPUTER MOTION, INC. FORM OF EXERCISE NOTICE EXERCISE FORM COMPUTER MOTION, INC. The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase _____ shares of Common Stock of Computer Motion, Inc. covered by the within Warrant. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint _____________, attorney, to transfer the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ PARTIAL ASSIGNMENT FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto __________________ the right to purchase _________ shares of Warrant Stock evidenced by the within Warrant together with all rights therein, and does irrevocably constitute and appoint ___________________, attorney, to transfer that part of the said Warrant on the books of the within named corporation. Dated: Signature ----------------- ---------------------------------- Address ------------------------------ ------------------------------ FOR USE BY THE ISSUER ONLY: This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day of ___________, _____, shares of Common Stock issued therefor in the name of _______________, Warrant No. W-_____ issued for ____ shares of Common Stock in the name of _______________. EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [Name and address of Company's transfer agent] Re: COMPUTER MOTION, INC. Ladies and Gentlemen: We are counsel to Computer Motion, Inc., a Delaware corporation (the "COMPANY"), and have represented the Company in connection with that certain Debenture and Warrant Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of August __, 2002, by and among the Company and the purchasers named therein (collectively, the "PURCHASERS") pursuant to which the Company issued to the Purchasers Debentures (the "DEBENTURES") and warrants (the "WARRANTS") to purchase shares of the Company's common stock, par value $.001 per share (the "COMMON STOCK"). Pursuant to the Purchase Agreement, the Company has also entered into a Registration Rights Agreement with the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of August __, 2002, pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the Company's obligations under the Registration Rights Agreement, on By:________________, 2002, the Company filed a Registration Statement on Form S-3 (File No. 333-_______________ Name:_____________________________ Title:______________________________ EXHIBIT B FORM OF WARRANT COMMON STOCK PURCHASE WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT&E INTERNATIONAL GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase up to 1,924,000 Shares of Common Stock of IT&E International Group, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. _________________Issue Date: October 18, 2004 IT&E INTERNATIONAL GROUP, INC., a corporation organized under the laws of the State of Nevada ("IT&E International Group, Inc."), hereby certifies that, for value received, LAURUS MASTER FUND, LTD., or assigns (the "REGISTRATION STATEMENTHolder"), is entitled, subject to the terms set forth below, to purchase from the Company (as defined herein) with from and after the Securities Issue Date of this Warrant and Exchange Commission at any time or from time to time before 5:00 p.m., New York time, through the close of business October 18, 2011 (the "SECExpiration Date") relating ), up to 1,924,000 fully paid and nonassessable shares of Common Stock (as hereinafter defined), $0.01 par value per share, at the resale applicable Exercise Price per share (as defined below). The number and character of such shares of Common Stock and the Registrable Securities which names applicable Exercise Price per share are subject to adjustment as provided herein. As used herein the Purchasers as selling stockholders thereunder. In connection with following terms, unless the foregoingcontext otherwise requires, we advise you that a member of have the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [COMPANY COUNSEL] By: --------------------------following respective meanings: