Common use of Date of Issuance and Term Clause in Contracts

Date of Issuance and Term. This Warrant shall be deemed to be issued on April 20, 2001 ("Date of Issuance"). The term of this Warrant is five (5) years from the Date of Issuance. Of this Warrant to purchase five hundred thousand (500,000) shares of Common Stock of the Company, the Warrant is exercisable as to one hundred sixty-six thousand six hundred sixty-six (166,666) shares of Common Stock of the Company after the fifteen (15) business day document review period (the "Review Period") referenced in the Equity Line Letter of Agreement dated on or about April 20, 2001, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to an additional one hundred sixty-six thousand six hundred sixty-six (166,666) shares of Common Stock of the Company upon the execution (the "Investment Agreement Execution") by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining one hundred sixty-six thousand six hundred sixty-seven (166,667) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) October 20, 2001. Anything in this Warrant to the contrary notwithstanding: (I) if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (an "Unacceptable Document Notice"), Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, and (II) upon the expiration of the Review Period, ownership of this Warrant with respect to one hundred sixty-six thousand six hundred sixty-six (166,666) shares of Common Stock shall irrevocably vest to Xxxxxx and shall become immediately exerciseable, and if the Company delivers an Unacceptable Document Notice after the expiration of the Review Period, but before the date of the Investment Agreement Execution, then Holder shall return the remaining three hundred thirty-three thousand three hundred thirty-three (333,333) shares of this Warrant to the Company and all of Holder's rights under this Warrant as to such returned shares of this Warrant shall be null and void and of no effect. If the Company executes an Investment Agreement, ownership of 100% of this Warrant shall irrevocably vest to the Holder, and the Warrant shall be subject to the exercise restrictions set forth in the above paragraphs. In the event that the Company terminates the Investment Agreement after the Investment Agreement Execution, the Holder shall retain irrevocable ownership of this Warrant with respect to the number of shares of Common Stock as to which this Warrant is exerciseable as of the date of such termination, and Holder shall return the balance of this Warrant to the Company and all of Holder's rights under this Warrant as to the balance of this Warrant shall be null and void and of no effect. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns at the time of such exercise, would equal or exceed 4.99% of the number of shares of Common Stock then outstanding, as determined in accordance with Section 13(d) of the Exchange Act (the "4.99% Limitation"). The 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction.

Date of Issuance and Term. This Warrant shall be deemed to be issued on April 20March 17, 2001 2000 ("Date of Issuance"). The term of this Warrant is five (5) years from the Date of Issuance. Of this Warrant to purchase three hundred twelve thousand five hundred thousand (500,000312, 500) shares of Common Stock of the Company, the Warrant is exercisable as to one hundred sixty-six twelve thousand six five hundred sixty-six (166,666112,500) shares of Common Stock of the Company after the fifteen ten (1510) business day document review period period, as the same may be extended by mutual consent, in writing, of the Company and the Holder (the "Review Period") referenced in the Equity Line Letter of Agreement dated on or about April 20March 17, 20012000, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to the an additional one hundred sixty-six twelve thousand six hundred sixty-six (166,666112,500) shares of Common Stock of the Company upon the execution of all Closing Documents (the "Investment Agreement Execution") by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to as defined in the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining one eighty seven thousand five hundred sixty-six thousand six hundred sixty-seven (166,66787,500) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documentsClosing Documents, or (ii) October 20September 17, 20012000. Anything in this Warrant to the contrary notwithstanding: (I) , if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents and terms and conditions contained therein for the transaction are unacceptable and the Company wishes to terminate the transaction (an "Unacceptable Document Notice")transaction, Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, and (II) upon the expiration of the Review Period, ownership of this Warrant with respect to one hundred sixty-six thousand six hundred sixty-six (166,666) shares of Common Stock shall irrevocably vest to Xxxxxx and shall become immediately exerciseable, and if the Company delivers an Unacceptable Document Notice after the expiration of the Review Period, but before the date of the Investment Agreement Execution, then Holder shall return the remaining three hundred thirty-three thousand three hundred thirty-three (333,333) shares of this Warrant to the Company and all of Holder's rights under this Warrant as to such returned shares of this Warrant shall be null and void and of no effect. If the Company executes an Investment Agreement, ownership of 100% of this Warrant shall irrevocably vest to the Holder, and the Warrant shall be subject to the exercise restrictions set forth in the above paragraphs. In the event that the Company terminates the Investment Agreement after the Investment Agreement Execution, the Holder shall retain irrevocable ownership of this Warrant with respect to the number of shares of Common Stock as to which this Warrant is exerciseable as of the date of such termination, and Holder shall return the balance of this Warrant to the Company and all of Holder's rights under this Warrant as to the balance of this Warrant shall be null and void and of no effect. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns at the time of such exercise, would equal or exceed 4.99% of the number of shares of Common Stock then outstanding, as determined in accordance with Section 13(d) of the Exchange Act (the "4.99% Limitation"). The 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction.

Date of Issuance and Term. This Warrant shall be deemed to be issued on April 2014, 2001 2000 ("“Date of Issuance"”). The term of this Warrant is five (5) years from the Date of Issuance. Of this Warrant to purchase two hundred forty five hundred thousand (500,000245,000) shares of Common Stock of the Company, the Warrant is exercisable as to one hundred sixty-six twenty two thousand six five hundred sixty-six (166,666122,500) shares of Common Stock of the Company after the fifteen ten (1510) business day document review period period, as the same may be extended by mutual consent, in writing, of the Company and the Holder (the "“Review Period"”) referenced in the Equity Line Letter of Agreement dated on or about April 2014, 20012000, between Holder and Company (the "“Letter of Agreement"”) has ended, shall be further exercisable as to an additional one hundred sixty-six thousand six hundred sixty-six (166,666) shares of Common Stock of the Company upon the execution (the "Investment Agreement Execution") by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining one hundred sixty-six twenty two thousand six five hundred sixty-seven (166,667122,500) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's ’s registration statement (the "“Registration Statement"”) to be filed pursuant to the Investment Agreement and related documentsClosing Documents, or (ii) October 2014, 20012000. Anything in this Warrant to the contrary notwithstanding: (I) , if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (an "Unacceptable Document a “Company Termination Notice"”), Holder shall return this Warrant to the Company and all of Holder's ’s rights under this Warrant shall be null and void and of no effect, and (II) upon provided that, if the Company has not delivered a Company Termination Notice to Xxxxxx Private Equity, LLC, prior to the expiration of the Review Period, ownership of this Warrant with respect to one hundred sixty-six thousand six hundred sixty-six (166,666) shares of Common Stock shall irrevocably vest to Xxxxxx and shall become immediately exerciseable, and if the Company delivers an Unacceptable Document Notice after the expiration of the Review Period, but before the date of the Investment Agreement Execution, then Holder shall return the remaining three hundred thirty-three thousand three hundred thirty-three (333,333) shares of this Warrant to the Company and all of Holder's rights under this Warrant as to such returned shares of this Warrant shall be null and void and of no effect. If the Company executes an Investment Agreement, ownership of 100% of this Warrant shall irrevocably vest to the Holder, and the Warrant shall be subject to the exercise restrictions set forth in the above paragraphs. In the event that the regardless of whether a Company terminates the Investment Agreement after the Investment Agreement Execution, the Holder shall retain irrevocable ownership of this Warrant with respect to the number of shares of Common Stock as to which this Warrant Termination Notice is exerciseable as of the date of such termination, and Holder shall return the balance of this Warrant to the Company and all of Holder's rights under this Warrant as to the balance of this Warrant shall be null and void and of no effect. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns at the time of such exercise, would equal or exceed 4.99% of the number of shares of Common Stock then outstanding, as determined in accordance with Section 13(d) of the Exchange Act (the "4.99% Limitation"). The 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfactiondelivered anytime thereafter.

Date of Issuance and Term. This Warrant shall be deemed to be issued on April 20March 17, 2001 2000 ("Date of Issuance"). The term of this Warrant is five (5) years from the Date of Issuance. Of this Warrant to purchase three hundred twelve thousand five hundred thousand (500,000312,500) shares of Common Stock of the Company, the Warrant is exercisable as to one hundred sixty-six twelve thousand six five hundred sixty-six (166,666112,500) shares of Common Stock of the Company after the fifteen ten (1510) business day document review period period, as the same may be extended by mutual consent, in writing, of the Company and the Holder (the "Review Period") referenced in the Equity Line Letter of Agreement dated on or about April 20March 17, 20012000, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to the an additional one hundred sixty-six twelve thousand six five hundred sixty-six (166,666112, 500) shares of Common Stock of the Company upon the execution of all Closing Documents (the "Investment Agreement Execution") by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to as defined in the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining one eighty seven thousand five hundred sixty-six thousand six hundred sixty-seven (166,66787, 500) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documentsClosing Documents, or (ii) October 20September 17, 20012000. Anything in this Warrant to the contrary notwithstanding: (I) , if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents and terms and conditions contained therein for the transaction are unacceptable and the Company wishes to terminate the transaction (an "Unacceptable Document Notice")transaction, Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, and (II) upon the expiration of the Review Period, ownership of this Warrant with respect to one hundred sixty-six thousand six hundred sixty-six (166,666) shares of Common Stock shall irrevocably vest to Xxxxxx and shall become immediately exerciseable, and if the Company delivers an Unacceptable Document Notice after the expiration of the Review Period, but before the date of the Investment Agreement Execution, then Holder shall return the remaining three hundred thirty-three thousand three hundred thirty-three (333,333) shares of this Warrant to the Company and all of Holder's rights under this Warrant as to such returned shares of this Warrant shall be null and void and of no effect. If the Company executes an Investment Agreement, ownership of 100% of this Warrant shall irrevocably vest to the Holder, and the Warrant shall be subject to the exercise restrictions set forth in the above paragraphs. In the event that the Company terminates the Investment Agreement after the Investment Agreement Execution, the Holder shall retain irrevocable ownership of this Warrant with respect to the number of shares of Common Stock as to which this Warrant is exerciseable as of the date of such termination, and Holder shall return the balance of this Warrant to the Company and all of Holder's rights under this Warrant as to the balance of this Warrant shall be null and void and of no effect. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns at the time of such exercise, would equal or exceed 4.99% of the number of shares of Common Stock then outstanding, as determined in accordance with Section 13(d) of the Exchange Act (the "4.99% Limitation"). The 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction.

Date of Issuance and Term. This Warrant shall be deemed to be issued on April 20March 6, 2001 2000 ("Date of Issuance"). The term of this Warrant is five (5) years from the Date of Issuance. Of this Warrant to purchase five hundred thousand one million (500,0001,000,000) shares of Common Stock of the Company, the Warrant is exercisable as to one two hundred sixty-six fifty thousand six hundred sixty-six (166,666250,000) shares of Common Stock of the Company after the fifteen ten (1510) business day document review period period, unless the same may be extended by mutual consent, in writing, of the Company and the Holder (the "Review Period") referenced in the Equity Line Letter of Agreement dated on or about April 20March 6, 20012000, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to the an additional one five hundred sixty-six thousand six hundred sixty-six (166,666500,000) shares of Common Stock of the Company upon the execution of all Closing Documents (the "Investment Agreement Execution") by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to as defined in the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining one two hundred sixty-six fifty thousand six hundred sixty-seven (166,667250,000) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documentsClosing Documents, or (ii) October 20, 2001the date that is six (6) months from date of the Letter of Agreement. Anything in this Warrant to the contrary notwithstanding: (I) , if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (an "Unacceptable Document Notice")transaction, Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, and (II) upon the expiration of the Review Period, ownership of this Warrant with respect to one hundred sixty-six thousand six hundred sixty-six (166,666) shares of Common Stock shall irrevocably vest to Xxxxxx and shall become immediately exerciseable, and if the Company delivers an Unacceptable Document Notice after the expiration of the Review Period, but before the date of the Investment Agreement Execution, then Holder shall return the remaining three hundred thirty-three thousand three hundred thirty-three (333,333) shares of this Warrant to the Company and all of Holder's rights under this Warrant as to such returned shares of this Warrant shall be null and void and of no effect. If the Company executes an Investment Agreement, ownership of 100% of this Warrant shall irrevocably vest to the Holder, and the Warrant shall be subject to the exercise restrictions set forth in the above paragraphs. In the event that the Company terminates the Investment Agreement after the Investment Agreement Execution, the Holder shall retain irrevocable ownership of this Warrant with respect to the number of shares of Common Stock as to which this Warrant is exerciseable as of the date of such termination, and Holder shall return the balance of this Warrant to the Company and all of Holder's rights under this Warrant as to the balance of this Warrant shall be null and void and of no effect. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns at the time of such exercise, would equal or exceed 4.99% of the number of shares of Common Stock then outstanding, as determined in accordance with Section 13(d) of the Exchange Act (the "4.99% Limitation"). The 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction.

Date of Issuance and Term. This Warrant shall be deemed to be issued on April 20October 4, 2001 1999 ("Date of Issuance"). The term of this Warrant is five (5) years from the Date of Issuance. Of this Warrant to purchase five four hundred and ninety thousand (500,000490,000) shares of Common Stock of the Company, the Warrant is exercisable as to one two hundred sixty-six and fifty thousand six hundred sixty-six (166,666250,000) shares of Common Stock of the Company after the fifteen ten (1510) business day document review period period, as the same may be extended by mutual consent of the Company and the Holder (the "Review Period") referenced in the Equity Line Letter of Agreement dated on or about April 20September 29, 20011999, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to the an additional one hundred sixty-six and twenty thousand six hundred sixty-six (166,666120,000) shares of Common Stock of the Company upon the execution of all Closing Documents (the "Investment Agreement Execution") by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to as defined in the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining one hundred sixty-six and twenty thousand six hundred sixty-seven (166,667120,000) shares of Common Stock of the Company upon the earlier of (i) the date of effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) October 20, 2001Closing Documents. Anything in this Warrant to the contrary notwithstanding: (I) , if the Company delivers written notice to Xxxxxx Private Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (an "Unacceptable Document Notice")transaction, Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, and (II) upon the expiration of the Review Period, ownership of this Warrant with respect to one hundred sixty-six thousand six hundred sixty-six (166,666) shares of Common Stock shall irrevocably vest to Xxxxxx and shall become immediately exerciseable, and if the Company delivers an Unacceptable Document Notice after the expiration of the Review Period, but before the date of the Investment Agreement Execution, then Holder shall return the remaining three hundred thirty-three thousand three hundred thirty-three (333,333) shares of this Warrant to the Company and all of Holder's rights under this Warrant as to such returned shares of this Warrant shall be null and void and of no effect. If the Company executes an Investment Agreement, ownership of 100% of this Warrant shall irrevocably vest to the Holder, and the Warrant shall be subject to the exercise restrictions set forth in the above paragraphs. In the event that the Company terminates the Investment Agreement after the Investment Agreement Execution, the Holder shall retain irrevocable ownership of this Warrant with respect to the number of shares of Common Stock as to which this Warrant is exerciseable as of the date of such termination, and Holder shall return the balance of this Warrant to the Company and all of Holder's rights under this Warrant as to the balance of this Warrant shall be null and void and of no effect. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns at the time of such exercise, would equal or exceed 4.99% of the number of shares of Common Stock then outstanding, as determined in accordance with Section 13(d) of the Exchange Act (the "4.99% Limitation"). The 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction.

Date of Issuance and Term. This Warrant shall be deemed to be issued on April 20December 13, 2001 1999 ("Date of Issuance"). The term of this Warrant is five (5) years from the Date of Issuance. Of this Warrant to purchase four hundred ninety five hundred thousand (500,000495,000) shares of Common Stock of the Company, the Warrant is exercisable as to one hundred sixty-six five thousand six hundred sixty-six (166,666165,000) shares of Common Stock of the Company after the fifteen ten (1510) business day document review period period, as the same may be extended by mutual consent of the Company and the Holder (the "Review Period") referenced in the Equity Line Letter of Agreement dated on or about April 20December 13, 20011999, between Holder and Company (the "Letter of Agreement") has ended, shall be further exercisable as to the an additional one hundred sixty-six five thousand six hundred sixty-six (166,666165,000) shares of Common Stock of the Company upon the execution of all Closing Documents (the "Investment Agreement Execution") by the Company and Xxxxxx Private Equity, LLC of an Investment Agreement, pursuant to as defined in the Letter of Agreement ("Investment Agreement") and shall be further exercisable as to the remaining one hundred sixty-six five thousand six hundred sixty-seven (166,667165,000) shares of Common Stock of the Company upon the earlier sooner of (i) the date that is six (6) months from December 13, 1999 or (ii) the date of the effectiveness of Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) October 20, 2001Closing Documents. Anything in this Warrant to the contrary notwithstanding: (I) , if the Company delivers written notice to Xxxxxx Private Swarxx Xxxvate Equity, LLC prior to the expiration of the Review Period that the legal documents for the transaction are unacceptable and the Company wishes to terminate the transaction (an "Unacceptable Document Notice")transaction, Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, and (II) upon the expiration of the Review Period, ownership of this Warrant with respect to one hundred sixty-six thousand six hundred sixty-six (166,666) shares of Common Stock shall irrevocably vest to Xxxxxx and shall become immediately exerciseable, and if the Company delivers an Unacceptable Document Notice after the expiration of the Review Period, but before the date of the Investment Agreement Execution, then Holder shall return the remaining three hundred thirty-three thousand three hundred thirty-three (333,333) shares of this Warrant to the Company and all of Holder's rights under this Warrant as to such returned shares of this Warrant shall be null and void and of no effect. If the Company executes an Investment Agreement, ownership of 100% of this Warrant shall irrevocably vest to the Holder, and the Warrant shall be subject to the exercise restrictions set forth in the above paragraphs. In the event that the Company terminates the Investment Agreement after the Investment Agreement Execution, the Holder shall retain irrevocable ownership of this Warrant with respect to the number of shares of Common Stock as to which this Warrant is exerciseable as of the date of such termination, and Holder shall return the balance of this Warrant to the Company and all of Holder's rights under this Warrant as to the balance of this Warrant shall be null and void and of no effect. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns at the time of such exercise, would equal or exceed 4.99% of the number of shares of Common Stock then outstanding, as determined in accordance with Section 13(d) of the Exchange Act (the "4.99% Limitation"). The 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction.

Date of Issuance and Term. This Warrant shall be deemed to be issued on April 20January 27, 2001 2000 ("Date of Issuance"). The term of this Warrant is five (5) years from the Date of Issuance. Of this This Warrant to purchase five hundred thousand (500,000) is exercisable into shares of Common Stock (the "Warrant Shares") as follows: (i) one hundred thousand (100,000) of the Company, the Warrant is exercisable as to one hundred sixty-six thousand six hundred sixty-six (166,666) shares of Common Stock of the Company Shares after the fifteen ten (1510) business day document review period (the "Review Period") referenced in the Equity Line Letter of Agreement dated on or about April 20January 10, 20012000, between Holder and the Company (the "Letter of Agreement") has ended, shall be further exercisable as to ; (ii) an additional one hundred sixtyseventy-six five thousand six hundred sixty-six (166,66675,000) shares of Common Stock of the Company Warrant Shares upon the execution of all Closing Documents (as defined in the "Investment Agreement Execution"Letter of Agreement); and (iii) by the Company and Xxxxxx Private Equity, LLC remaining seventy-five thousand (75,000) Warrant Shares upon the sooner of an Investment Agreement, pursuant to (a) the date that is 6 months from the date of the Letter of Agreement or ("Investment Agreement") and shall be further exercisable as to the remaining one hundred sixty-six thousand six hundred sixty-seven (166,667) shares of Common Stock of the Company upon the earlier of (ib) the date of effectiveness of the Company's registration statement (the "Registration Statement") to be filed pursuant to the Investment Agreement and related documents, or (ii) October 20, 2001Closing Documents. Anything in this Warrant to the contrary notwithstanding: (I) , if the Company delivers written notice to Xxxxxx Private Equity, LLC Holder prior to the expiration of the Review Period that the legal documents for the transaction Closing Documents are unacceptable and the Company wishes to terminate the transaction (an "Unacceptable Document Notice")transaction, then Holder shall return this Warrant to the Company and all of Holder's rights under this Warrant shall be null and void and of no effect, and (II) upon the expiration of the Review Period, ownership of this Warrant with respect to one hundred sixty-six thousand six hundred sixty-six (166,666) shares of Common Stock shall irrevocably vest to Xxxxxx and shall become immediately exerciseable, and if the Company delivers an Unacceptable Document Notice after the expiration of the Review Period, but before the date of the Investment Agreement Execution, then Holder shall return the remaining three hundred thirty-three thousand three hundred thirty-three (333,333) shares of this Warrant to the Company and all of Holder's rights under this Warrant as to such returned shares of this Warrant shall be null and void and of no effect. If the Company executes an Investment Agreement, ownership of 100% of this Warrant shall irrevocably vest to the Holder, and the Warrant shall be subject to the exercise restrictions set forth in the above paragraphs. In the event that the Company terminates the Investment Agreement after the Investment Agreement Execution, the Holder shall retain irrevocable ownership of this Warrant with respect to the number of shares of Common Stock as to which this Warrant is exerciseable as of the date of such termination, and Holder shall return the balance of this Warrant to the Company and all of Holder's rights under this Warrant as to the balance of this Warrant shall be null and void and of no effect. Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent that, the number of shares of Common Stock to be issued to Holder upon such exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns at the time of such exercise, would equal or exceed 4.99% of the number of shares of Common Stock then outstanding, as determined in accordance with Section 13(d) of the Exchange Act (the "4.99% Limitation"). The 4.99% Limitation shall be conclusively satisfied if the applicable Exercise Notice includes a signed representation by the Holder that the issuance of the shares in such Exercise Notice will not violate the 4.99% Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction.