Common use of Duration and Exercise of Warrants Clause in Contracts

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon delivery of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its best efforts to deliver Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 8:00 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 8:00 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., Boston time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., Boston time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercisedissued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Exercises hereunder In the case of (i) above, the Warrant Shares will bear a Securities Act restrictive legend. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise (as defined in this subsection) of this Warrant. A "Date of Exercise" means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the effect Form of lowering Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares in an amount equal so indicated by the holder hereof to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofpurchased.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Sections , and , upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Any person so designated by the Holder to receive Warrant Shares shall be deemed to have been exercisedbecome holder of record of such Warrant Shares as of the Date of Exercise (as defined in this subsection) of this Warrant. Exercises hereunder A "Date of Exercise" means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the effect Form of lowering Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares in an amount equal so indicated by the holder hereof to the applicable exercise, which be purchased. (c) This Warrant shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing exercisable, either in its entirety or, from time to time, for a portion of the number of Warrant Shares. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant. In the event the Common Stock representing the Warrant Shares is not delivered per the written instructions of the Purchaser, within ten (10) business days after the Notice of Election and Warrant is received by the Company (the “Delivery Date”), then in such event the Company shall pay to Holder one-half percent (0.5%) in cash, of the dollar value of the Warrant Shares to be issued per each day after the Delivery Date that the Warrant Shares are not delivered. The Company acknowledges that its failure to deliver the Warrant Shares by the Delivery Date will cause the Holder to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Warrant a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties’ good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to deliver the Common Stock pursuant to the terms of this Warrant. The Company shall make any payments incurred under this Section in immediately available funds within ten (10) business days from the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason issuance of the provisions applicable Warrant Shares. Nothing herein shall limit Holder’s right to pursue actual damages or cancel the Notice of this paragraph, Election for the Company’s failure to issue and deliver Common Stock to the Holder within fifteen (15) business days following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDelivery Date.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 8:00 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 8:00 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 13 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., Boston time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., Boston time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 11 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except either (i) in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercisedissued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Exercises hereunder In the case of (i) above, the Warrant Shares will bear a Securities Act restrictive legend. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise (as defined in this subsection) of this Warrant. A "Date of Exercise" means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the effect Form of lowering Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares in an amount equal so indicated by the holder hereof to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofpurchased.

Duration and Exercise of Warrants. (a) This The Warrants evidenced by a Warrant Certificate shall be exercisable in whole or in part by the registered Holder holder thereof on any business day before 5:00 P.M. (Pacific Time) Business Day at any time from and from time after the date hereof and prior to time on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) in New York City on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10the provisions of this Warrant Agreement, upon delivery presentation of an executed Form of Election the Warrant Certificate evidencing the Warrants to Purchasebe exercised, together with the grid attached hereto as Annex A form of election to purchase on the reverse thereof duly completed and signedsigned by the registered holder or holders thereof, to the Company Issuer at its address for notice set forth in Section 12 the Warrant Office, and upon payment of the aggregate Exercise Price multiplied by for the number of Warrant Shares that in respect of which such Warrants are being exercised in lawful money of the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form United States of Election to PurchaseAmerica, the Company Issuer shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder registered holder(s) of such Warrants and in such name or names as the Holder such registered holder(s) may designate, a certificate for the Warrant Shares issuable issued upon such exerciseexercise of such Warrants. Any Person(s) so designated to be named therein shall be deemed to have become holder(s) of record of such Warrant Shares as of the date of exercise of such Warrants. Certificates for the Warrant Shares so purchased, which representing the aggregate number of shares specified in the Warrant Certificate, shall be delivered to the registered holder within a reasonable time, not exceeding three (3) Business Days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the registered holder and shall be registered in the name of the registered holder or such other name as shall be designated by such registered holder. (c) If less than all of the Warrants evidenced by a Warrant Certificate are exercised at any time, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by such Warrant Certificate. Each new Warrant Certificate so issued shall bear a restrictive the legend as set forth in Section 713(b) hereof if the Warrant Certificate presented in connection with partial exercise thereof bore such legend. To effect an All Warrant Certificates surrendered upon exercise hereunderof Warrants shall be canceled. (d) In lieu of physical delivery of the Warrants, provided that Issuer's transfer agent is participating in The Depository Trust Company ("DTC") Shares Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder and in compliance with the provisions hereof, the Holder Issuer shall not be required use its best efforts to physically surrender this Warrant cause its transfer agent to the Company unless all electronically transmit the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced Warrant Holder by entries set forth on crediting the attached Annex A. The Holder and account of the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercisesHolder's prime broker with DTC through its Deposit Withdrawal Agent Commission system. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of time period for delivery described herein shall apply to the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofelectronic transmittals described herein.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day Business Day before 5:00 P.M. (Pacific Time) P.M., Eastern time, at any time and from time to time on during the Exercise Period, for all or after January 27, 2006 to and including any portion of the Expiration DateWarrant Preferred Shares. At 5:00 P.M. (Pacific Time) P.M., Eastern time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its office at 0000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000-0000, Attn: Xxxx Xxxxxx, or at such other address for as the Company may designate by notice set forth in pursuant to Section 12 13, and upon payment of the Exercise Warrant Price multiplied by the number of Warrant Preferred Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the manner provided hereunderUnited States of America, in cash or by certified or official bank check or checks in New York Clearing House Funds, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days three (3) Business Days after the Date of Exercise (as defined herein)Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder Holder, and in such name or names and in such denominations as the Holder may designate, a certificate or certificates for the Warrant Preferred Shares issuable upon such exercise. Any Person so designated by the Warrant Holder to receive Warrant Preferred Shares shall be deemed to have become the holder of record of such Warrant Preferred Shares as of the Exercise Date. (c) This Warrant shall be exercisable, from time to time, either in its entirety or for all or a portion of the Warrant Preferred Shares. If this Warrant is exercised at any time for less than all of the Warrant Preferred Shares, the Company shall determine the percentage of the number of Fully Diluted Outstanding shares of Common Stock on which the number of Warrant Preferred Shares so purchased was based (the "Purchased Percentage"), and the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase up to that number of shares of Preferred Stock which is convertible into the number of Fully Diluted Outstanding shares of the Common Stock of the Company which is a percentage of such number equal to the difference between the Exercise Percentage and the Purchased Percentage. (d) In lieu of exercising this Warrant pursuant to Section 2(b) above, a Holder may bear a restrictive legend elect to receive Warrant Preferred Shares equal to the value of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the office of the Company as set forth in Section 7. To effect an exercise hereunder2(b), together with notice of such election, in which event the Company shall issue to the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the a number of Warrant Preferred Shares in an amount equal (rounded down to the applicable exercise, which shall be evidenced by entries set forth on nearest whole number) computed using the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.formula: X = Y (A-B) ------- A Where

Duration and Exercise of Warrants. (a) This Warrant shall Warrants may be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) exercised at any time and or from time to time on or after the earliest of (i) January 271, 2006 2000, (ii) the exercise by Dura of the Stock Purchase Option, (iii) the termination of the Stock Purchase Option with respect to Dura and including (iv) an Acceleration Date (such earliest date being referred to herein as the "Separation Date") and will expire at 5:00 p.m., New York City time, on December 31, 2002 (the "Expiration Date"). At 5:00 P.M. (Pacific Time) on Upon the Expiration Date, all rights evidenced by the portion of this Warrant not exercised prior thereto Warrants shall expire cease and the Warrants shall become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrantvoid. (b) Subject to Section 10the provisions of this Agreement, the Holder of each Warrant shall have the right to purchase from Dura (and Dura shall issue and sell to such Holder) the number of fully paid and nonassessable Warrant Shares set forth on such Holder's Warrant Certificate (or such number of Warrant Shares as may result from adjustments made from time to time as provided in this Agreement) at the price of $_______ per Warrant Share in lawful money of the United States of America (such exercise price per Warrant Share, as adjusted from time to time as provided herein, being referred to herein as the "Exercise Price"), upon delivery (i) surrender of an executed Form the Warrant Certificates to Dura at the office of Election to Purchase, together the Warrant Agent designated by the Warrant Agent for such purpose with the grid attached hereto as Annex A exercise form on the reverse thereof duly completed and signedsigned by the Holder or Holders thereof or by a duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an Eligible Institution (as defined in Section 8(c) hereof) if such guarantee is required by the terms of the Warrant Certificate, and (ii) payment, in lawful money of the United States of America, of the Exercise Price for the Warrant Share or Warrant Shares in respect of which such Warrant is then exercised. The Exercise Price payable upon exercise of any Warrant may be paid only by certified or, at the option of the Holder, official bank check payable to the Company at its address for notice set forth in Section 12 order of Dura. Upon surrender of the Warrant Certificate, and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunderPrice, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company Dura shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrant and in such name or names as the such Holder may designate, a certificate or certificates for the Warrant Shares issuable upon such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares so purchased upon the exercise of such Warrants, together with cash or check, at Dura's option, in respect of any fraction of a Warrant Share issuable upon such surrender pursuant to Section 5(e) hereof. The Warrant Agent shall deliver on a weekly basis all funds received upon exercise of the Warrants to Dura, 0000 Xxxx Xxxxxxxxx, San Diego, California 92121, Attention: Senior Vice President and Chief Financial Officer. (c) Each person in whose name any certificate for Warrant Shares is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the Warrant Shares represented thereby, and such certificate shall be dated the date upon which the Warrant Certificate evidencing such Warrants was duly surrendered and payment of the Exercise Price (and any applicable transfer taxes pursuant to Section 10 hereof) was made; PROVIDED, HOWEVER, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of Dura are closed, such person shall be deemed to have become the record holder of such Warrant Shares on, and such certificate shall be dated, the next succeeding business day on which the Common Stock transfer books of Dura are open. (d) In the event that, during the Exercise Period, fewer than all of the Warrants represented by a Warrant Certificate are exercised, a new Warrant Certificate, duly executed by Dura, will be issued for the remaining number of Warrants exercisable pursuant to the Warrant Certificate so surrendered, and the Warrant Agent shall countersign and deliver such new Warrant Certificate to the Holder of such unexercised Warrants pursuant to the provisions of this Section 5 and of Section 4 hereof. (e) No fractional shares of Common Stock or scrip shall be issued to any Holder in connection with the exercise of a Warrant. Instead of any fractional shares of Common Stock that would otherwise be issuable to such Holder, Dura shall pay to such Holder a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the applicable exercise, which shall be evidenced by entries set forth then current Closing Price on the attached Annex A. date of exercise per share of Common Stock. (f) The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and to be received upon the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion Warrant and the price to be paid for a Warrant Share are subject to adjustment from time to time as hereinafter set forth. (g) Warrants not exercised on or prior to the Expiration Date shall become void and all rights in respect thereof shall cease as of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofsuch time.

Duration and Exercise of Warrants. (a) This The Warrants evidenced by a Warrant Certificate shall be exercisable in whole or in part by the registered Holder holder thereof on any business day Business Day after the date hereof and on or before 5:00 P.M. (Pacific Time) at any time and from time to time P.M., New York City time, on or after January 27, 2006 to and including the Expiration Date. At Each Warrant not exercised by 5:00 P.M. (Pacific Time) p.m. New York City time, on the Expiration DateDate shall become void, the portion of and all rights thereunder and all rights in respect thereof under this Warrant not exercised prior thereto Agreement shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrantvoid. (b) Subject Upon presentation to Section 10the Corporation at the Warrant Office of the Warrant Certificate evidencing the Warrants to be exercised, upon delivery of an executed Form of Election to Purchase, together with the grid form of election to purchase attached hereto as Annex A thereto duly completed and signedsigned by the Warrant Holder, to the Company at its address for notice set forth in Section 12 and upon payment of an amount equal to the Exercise product of: (i) the Exchange Price multiplied by per Share and (ii) the number of Warrant Shares that the Holder intends to purchase hereunderbeing purchased, in lawful money of the manner provided hereunder, all as specified by the Holder in the Form United States of Election to PurchaseAmerica, the Company Corporation shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder registered holders of such Warrants and in such name or names as the Holder such registered holder may designate, a certificate for the Warrant Share or Warrant Shares issuable issued upon such exerciseexercise of the Warrants being exercised. Any Persons so designated to be named therein shall be deemed to have become Warrant Holders of record of such Warrant Share or Warrant Shares as of the date of exercise of such Warrants. (c) If less than all of the Warrants evidenced by a Warrant Certificate are exercised at any time, which may a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by such Warrant Certificate. Each new Warrant Certificate so issued shall bear a restrictive the legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all section 12(b)(i) hereof if the Warrant Shares have been exercisedCertificate presented in connection with partial exercise thereof bore such legend. Exercises hereunder shall have the effect of lowering the number of All Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable Certificates surrendered upon exercise of this Warrant may Warrants shall be less than the amount stated on the face hereofcanceled.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 three business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares have been exercised. Exercises hereunder shall have and naming the effect of lowering Holder as a selling stockholder thereunder is not then effective or the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.are not freely

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercisedissued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Exercises hereunder Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise (as defined in this subsection) of this Warrant. A "Date of Exercise" means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the effect Form of lowering Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares in an amount equal so indicated by the holder hereof to the applicable exercise, which be purchased. (c) This Warrant shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing exercisable, either in its entirety or, from time to time, for a portion of the number of Warrant Shares. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant. In the event the Common Stock representing the Warrant Shares is not delivered per the written instructions of the Purchaser, within ten (10) business days after the Notice of Election and Warrant is received by the Company (the “Delivery Date”), then in such event the Company shall pay to Holder one-half percent (0.5%) in cash, of the dollar value of the Warrant Shares to be issued per each day after the Delivery Date that the Warrant Shares are not delivered. The Company acknowledges that its failure to deliver the Warrant Shares by the Delivery Date will cause the Holder to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Warrant a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties’ good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to deliver the Common Stock pursuant to the terms of this Warrant. The Company shall make any payments incurred under this Section 3 in immediately available funds within ten (10) business days from the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason issuance of the provisions applicable Warrant Shares. Nothing herein shall limit Holder’s right to pursue actual damages or cancel the Notice of this paragraph, Election for the Company’s failure to issue and deliver Common Stock to the Holder within fifteen (15) business days following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDelivery Date.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a free of restrictive legend legends except as set forth in required under Section 73.1(b) of the Purchase Agreement. To effect an exercise hereunder, Any person so designated by the Holder shall not be required to physically surrender this Warrant to the Company unless all the receive Warrant Shares shall be deemed to have been exercised. Exercises hereunder shall have the effect become holder of lowering the number record of such Warrant Shares in an amount equal to as of the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number Date of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business 3 trading days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use Closing Warrant its best efforts to deliver Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 5:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 5:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10, upon Upon delivery of an executed a duly completed and signed Form of Election to Purchase, together with the grid which is attached hereto as Annex A duly completed and signedhereto, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its best efforts to deliver Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Warrant Holder on any business day before 5:00 P.M. (Pacific Time) P.M., Central time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., Central time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10Sections 2(b), 4 and 11, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its office at 0000 Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxx 00000, Attn: Chief Financial Officer, or at such other address for notice set forth as the Company may specify in Section 12 writing to the then registered Warrant Holder, and upon payment of the Exercise Warrant Price multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the manner provided hereunderUnited States of America, in cash or by certified or official bank check or checks in New York Clearing House Funds, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 three (3) business days after the Date date of Exercise (as defined herein)exercise) issue or cause to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all Any person so designated by the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Holder to receive Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number deemed to have become holder of record of such Warrant Shares exercised and as of the date Date of such exercises. The Holder and any assignee, by acceptance Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., Boston time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., Boston time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 11 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) if this Warrant shall have been exercisedissued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Exercises hereunder In the case of (i) above, the Warrant Shares will bear a Securities Act restrictive legend. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise (as defined in this subsection) of this Warrant. A “Date of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the effect Form of lowering Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares in an amount equal so indicated by the holder hereof to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofpurchased.

Duration and Exercise of Warrants. (a) This The Warrants evidenced by a Warrant Certificate shall be exercisable in whole or in part by the registered Holder holder thereof on any business day before 5:00 P.M. (Pacific Time) Business Day at any time from and from time after the date of the Initial Closing or the Second Closing, as the case may be, and prior to time on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) in New York City on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10the provisions of this Warrant Agreement, upon delivery presentation of an executed Form of Election the Warrant Certificate evidencing the Warrants to Purchasebe exercised, together with the grid attached hereto as Annex A form of election to purchase on the reverse thereof duly completed and signedsigned by the registered holder or holders thereof, to the Company Issuer at its address for notice set forth in Section 12 the Warrant Office, and upon payment of the aggregate Exercise Price multiplied by for the number of Warrant Shares that in respect of which such Warrants are being exercised in lawful money of the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form United States of Election to PurchaseAmerica, the Company Issuer shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder registered holder(s) of such Warrants and in such name or names as the Holder such registered holder(s) may designate, a certificate for the Warrant Shares issuable issued upon such exerciseexercise of such Warrants. Any Person(s) so designated to be named therein shall be deemed to have become holder(s) of record of such Warrant Shares as of the date of exercise of such Warrants. Certificates for the Warrant Shares so purchased, which representing the aggregate number of shares specified in the Warrant Certificate, shall be delivered to the registered holder within a reasonable time, not exceeding three (3) Business Days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the registered holder and shall be registered in the name of the registered holder or such other name as shall be designated by such registered holder. (c) If less than all of the Warrants evidenced by a Warrant Certificate are exercised at any time, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by such Warrant Certificate. Each new Warrant Certificate so issued shall bear a restrictive the legend as set forth in Section 713(b) hereof if the Warrant Certificate presented in connection with partial exercise thereof bore such legend. To effect an All Warrant Certificates surrendered upon exercise hereunderof Warrants shall be canceled. (d) Notwithstanding the foregoing, at any time after the six-month anniversary of the date hereof, the Holder shall Issuer may, at its sole option, compel the involuntary conversion of all, but not be required less than all, of the outstanding Warrants into Warrant Shares at the Exercise Price in the event that (i) the Current Market Price Per Share (as hereinafter defined) is equal to physically surrender this or in excess of two hundred percent (200%) of the Exercise Price per Warrant to the Company unless all Share for a period of at least twenty consecutive Trading Days, (ii) the Warrant Shares have been exercised. Exercises hereunder shall have registered under the effect Securities Act pursuant to Section 6.1 of lowering the Stock Purchase Agreement and such registration has been declared effective by the Commission and is effective on such date and (iii) the Issuer has a sufficient number of authorized shares of Common Stock reserved for issuance upon conversion of the Warrants. In the event that the Issuer elects to compel such involuntary conversion of all outstanding Warrants, it shall promptly notify the Warrant Holder of such election at least ten (10) days in advance of the date set forth in such conversion notice whereupon the Warrants shall be deemed converted into shares of Common Stock as of the date set forth in the Issuer's conversion notice. (e) In lieu of physical delivery of the Warrants, provided that Issuer's transfer agent is participating in The Depository Trust Company ("DTC") Shares Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder and in compliance with the provisions hereof, the Issuer shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced Warrant Holder by entries set forth on crediting the attached Annex A. The Holder and account of the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercisesHolder's prime broker with DTC through its Deposit Withdrawal Agent Commission system. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of time period for delivery described herein shall apply to the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofelectronic transmittals described herein.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 four (4) business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its best efforts to deliver Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon Upon delivery of an executed a duly completed and signed Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exerciseexercise with the appropriate legend. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunderupon request of the Holder, if available, use its best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions, provided, -------- that, the Holder shall Company may, but will not be required to physically surrender this Warrant to the Company unless all the change its transfer agent if its current transfer agent cannot deliver Warrant Shares have been exercised. Exercises hereunder shall have electronically through the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 5:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 5:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon Upon delivery of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a free of restrictive legend legends except as set forth in required by Section 73.1(b) of the Purchase Agreement. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, upon request of the Holder, if available, use its best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:00 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:00 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon Upon delivery of an executed a duly completed and signed Form of Election to Purchase, together with Purchase attached hereto (and the grid attached hereto as Annex A A) duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its best efforts to deliver Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall The Warrants may be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) exercised at any time and or from time to time after the date hereof and will expire at 5:00 p.m., Central Standard time, on or after January 27April 3, 2006 to and including 2002 (the "Expiration Date. At 5:00 P.M. (Pacific Time) on "), at which time all rights evidenced by the Expiration Date, Warrants shall cease and the portion of this Warrant not exercised prior thereto Warrants shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrantvoid. (b) Subject to Section 10the provisions of this Warrant Agreement, the registered holder of each Warrant shall have the right to purchase from the Company (and the Company shall issue and sell to such registered holder) the number of fully paid and nonassessable Warrant Shares set forth on such holder's Warrant Certificate (or such number of Warrant Shares as may result from adjustments made from time to time as provided in this Warrant Agreement), at the price of $ per Warrant Share in lawful money of the United States of America (such exercise price per Warrant Shares, as adjusted from time to time as provided herein, being referred to herein as the "Exercise Price"), upon delivery (i) surrender of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed and signed, Warrant Certificate to the Company at its address the principal office of the Warrant Agent in St. Louis or the principal office of the Company in Topeka with the exercise form on the reverse thereof duly completed and signed by the registered holder or holders thereof or by a duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an Eligible Institution if the Warrant Shares are to be issued to a person other than the registered holder of the Warrants and (ii) payment, in lawful money of the United States of America and in accordance with Section 6.2 hereof, of the Exercise Price for notice the Warrant Share or Warrant Shares in respect of which such Warrant is exercised. Upon surrender of a Warrant Certificate, and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of Warrant Shares so purchased upon the exercise of such Warrants, together with cash in respect of any fraction of a Warrant Share issuable upon such surrender. As set forth in Section 12 13(d), no adjustment shall be made for certain cash dividends paid or payable on Warrant Shares issuable upon exercise of a Warrant. (c) Each person in whose name any certificate for Warrant Shares is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Warrant Certificate evidencing such Warrants was duly surrendered and payment of the Exercise Price multiplied by (and any applicable transfer taxes) was made; provided, however, that if the number date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such Warrant Shares that on, and such certificate shall be dated, the Holder intends next succeeding business day on which the Common Stock transfer books of the Company are open. 6.2 The Exercise Price payable upon exercise of Warrants may be paid by money order or bank draft. Subject to purchase hereunderSection 7 hereof, in upon surrender of a Warrant Certificate and payment of the manner provided hereunderExercise Price (and if the Exercise Price is paid by check other than an official bank draft, all as specified by upon collection of the Holder in the Form proceeds of Election to Purchasesuch check), the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be registered, countersigned and delivered to or upon the written order of the Holder registered holder of such Warrant and in such name or names as the Holder may designateduly be designated, a certificate for the Warrant Shares issuable upon such exercise, which may bear a restrictive legend being issued pursuant to the Warrant then being exercised (as set forth adjusted as provided in Section 713 hereof). To effect an exercise hereunderSuch certificate shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such share or shares of Common Stock, as of the date of surrender of such Warrant Certificate and payment of the Exercise Price; provided, however, that if, at the date of surrender of such Warrant Certificate and payment of such Exercise Price, the Holder shall not be required to physically surrender this Warrant to transfer books for the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which Common Stock shall be evidenced by entries set forth closed, the certificate for such share or shares of Common Stock shall be issuable as of the date on which such books shall next be opened (whether before, on or after the attached Annex A. The Holder Expiration Date) and until such date the Company shall maintain records showing be under no duty to deliver any certificate for such share or shares. 6.3 In the event that less than all the Warrants represented by a Warrant Certificate are exercised by the registered holder thereof or a duly authorized representative before 5:00 p.m., Central Standard time, on the Expiration Date, a new Warrant Certificate will be issued for the remaining number of Warrants exercisable pursuant to the Warrant Shares exercised Certificate so surrendered, and the date of such exercises. The Holder Warrant Agent shall countersign and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of deliver the required new Warrant Certificate pursuant to the provisions of this paragraphSection 6 and of Section 4 hereof and the Company, following whenever required by the Warrant Agent, shall deliver to the Warrant Agent a Warrant Certificate duly executed on behalf of the Company for such purpose. 6.4 The number of shares of Common Stock to be received upon exercise of a portion Warrant and the price to be paid for a share of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofCommon Stock are subject to adjustment from time to time as hereinafter set forth.

Duration and Exercise of Warrants. (a) This Warrant The Warrants shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) expire at any time and from time to 5:01 p.m. Atlanta time on or after January 27November 14, 2006 2005 (such date of expiration being herein referred to and including as the “Expiration Date”). The Holder agrees to exercise all of his Warrants effective at 5:00 p.m. Atlanta time on the Expiration Date. At 5:00 P.M. (Pacific Time) After 5:01 p.m. Atlanta time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and unexercised Warrants will become wholly void and of no value. Prior In connection with the exercise of the Warrants, the Holder agrees to surrender to the Expiration DateCompany the Warrant Certificate evidencing his Warrants, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon delivery of an executed Form of Election to Purchase, together with the grid form of exercise attached hereto as Annex A Exhibit B (the “Exercise Notice”) duly completed and signed, and to pay the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company at its address for notice set forth on or prior to November 10, 2005. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 12 9. Except as provided in Section 9, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Upon surrender of a Warrant Certificate and upon payment of the Exercise Price multiplied by at the number of Warrant Shares that the Holder intends to purchase hereunder, time in the manner provided hereunder, all as specified by the Holder effect hereunder in the Form of Election to Purchasecash or other immediately available funds, the Company shall thereupon promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered shall deliver to or upon the written order of the such Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares Common Stock issuable upon the exercise of each Warrant evidenced by such exercise, which may bear a restrictive legend as set forth in Section 7Warrant Certificate. To effect an exercise hereunder, the Such certificate shall be deemed to have been issued and such Holder shall not be required deemed to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect become a holder of lowering the number record of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number such shares of Warrant Shares exercised and Common Stock (a “Shareholder”) as of the date of the surrender of such exercises. The Holder Warrant Certificate and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason payment of the provisions Exercise Price. All shares of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable Common Stock issued upon exercise of this the Warrants shall be duly and validly authorized and issued, fully-paid and non-assessable, free and clear of all liens, claims, charges or encumbrances created by or through the Company.” (b) Section 5 of the Warrant may Agreement shall be less than the amount stated on the face hereof.amended and restated to read in its entirety as follows:

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., Boston time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., Boston time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercisedissued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Exercises hereunder Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise (as defined in this subsection) of this Warrant. A "Date of Exercise" means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the effect Form of lowering Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares in an amount equal so indicated by the holder hereof to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofpurchased.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27__, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon delivery of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 8:00 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 8:00 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 9 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 14 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 three (3) business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, Any person so designated by the Holder shall not be required to physically surrender this Warrant to the Company unless all the receive Warrant Shares shall be deemed to have been exercised. Exercises hereunder shall have the effect become holder of lowering the number record of such Warrant Shares in an amount equal to as of the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number Date of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. The Warrants shall expire at 5:00 p.m. New York City time on September 30, 2002, provided, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day (a) This such date of expiration being herein referred to as the "Expiration Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. The Warrants represented by each Warrant Certificate shall only be exercisable by for Common Stock from the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time and from time Exercise Date with respect to time on or after January 27, 2006 to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. New York City time on the Expiration Date. At After 5:00 P.M. (Pacific Time) p.m. New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and unexercised Warrants will become wholly void and of no value. Prior Subject to the Expiration Dateprovisions of this Agreement, each Holder shall have the right to purchase from the Company may not call or otherwise redeem this Warrant. (band the Company shall issue and sell to such Holder) Subject to Section 10one fully paid and nonassessable share of Common Stock at the exercise price (the "Exercise Price") at the time in effect hereunder, upon delivery surrender the Company of an executed the Warrant Certificate evidencing such Warrant, with the Form of Election to Purchase, together with the grid attached hereto as Annex A Exercise duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied in lawful money of the United States of America by certified or official bank check payable to the order of the Company. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant Shares that shall be subject to adjustment as provided in Section 10. Except as provided in Section 10, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Holder intends Common Stock or other securities purchasable upon the exercise of a Warrant. Subject to purchase hereunderSection 6, upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or by certified check or bank draft payable to the manner provided hereunder, all as specified by order of the Holder in the Form of Election to PurchaseCompany, the Company shall thereupon promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered shall deliver to or upon such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the written order of the Holder and in such name or names as the Holder may designateWarrant Certificate shall have been exercised, a certificate for the Warrant Shares Common Stock issuable upon the exercise of each Warrant evidenced by such exercise, which may bear a restrictive legend as set forth in Section 7Warrant Certificate. To effect an exercise hereunder, the Such certificate shall be deemed to have been issued and such Holder shall not be required deemed to physically have become a holder of record of such shares of Common Stock (a "Shareholder") as of the date of the surrender this of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of any Holder, either as an entirety or from time to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect time for part only of lowering the number of Warrants evidenced by the Warrant Shares in an amount equal to Certificate. In the applicable exerciseevent that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, which a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercisesCertificate so surrendered. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable All Warrant Certificates surrendered upon exercise of this Warrants shall be canceled by the Company. The Company shall deposit to the account of the Company all monies received in payment of the Exercise Price of any Warrant may be less than the amount stated on the face hereofand any applicable transfer taxes.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) p.m., Minneapolis time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) p.m., Minneapolis time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company This Warrant may not call or otherwise redeem this Warrantbe redeemed by the Company. (b) Subject to Section 10Sections 2(b), 5 and 9, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its office at 1150 Xxxxxxxx Xxxx, Northfield, MN 55057-9444, Attention: Vice President, Finance, or at such other address for notice set forth as the Company may specify in Section 12 writing to the then registered Holder, and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in lawful money of the manner provided hereunderUnited States of America, in cash via wire transfer or by certified or official bank check or checks, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 five business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a free of restrictive legend legends other than as set forth in Section 7. To effect an exercise hereunder, required by the Holder shall not be required to physically surrender this Warrant to Convertible Preferred Stock Purchase Agreement of even date herewith between the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing Company. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) The term of this Warrant (the “Exercise Period”) shall be the period commencing December 31st, 2004 and ending on December 31st, 2007 (the “Expiration Date”). (b) This Warrant shall be exercisable by the registered Holder on any business day during the Exercise Period before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27P.M., 2006 to and including the Expiration DateLos Angeles time. At 5:00 P.M. (Pacific Time) P.M., Los Angeles time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (bc) Subject to Section 10Sections 3(b), 5 and 8, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signedexecuted, to the Company at its office at 000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, Attention: Chief Financial Officer, or at such other address for notice set forth as the Company may specify in Section 12 writing to the then registered Holder, and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in lawful money of the manner provided hereunderUnited States of America, in cash or by certified or official bank check or checks (subject to the Conversion Right in accordance with Section 4(d)), all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 five (5) business days after the Date date of Exercise (as defined herein)exercise) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, . (d) In addition to and without limiting the rights of the Holder shall not be required to physically surrender under the terms of this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder Warrant, Holder shall have the effect right to convert this Warrant or any portion thereof (the “Conversion Right”) into Warrant Shares as provided in this Section 4(d) at any time or from time to time during the Exercise Period by delivering notice in accordance with Section 4(c). Upon exercise of lowering the Conversion Right with respect to all or a specified portion of shares subject to this Warrant (the “Pre-Converted Warrant Shares”), the Company shall deliver to Holder that number of Warrant Shares in an amount equal to the applicable exercisequotient obtained by dividing (i) the value of this Warrant (or the specified portion hereof) on the Exercise Date (as defined in Section 4(e)), which value shall be evidenced by entries set forth on equal to (A) the attached Annex A. The Holder and aggregate Fair Market Value (as defined below) of the Company shall maintain records showing the number of Pre-Converted Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.Exercise Date less (B) the aggregate Exercise Price of such Pre-Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (ii) the fair market value of one (1) Warrant Share on the Exercise Date. Expressed as a formula, such conversion shall be computed as follows:

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)Exercise) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its best efforts to deliver Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date, provided, however, that the minimum number of Warrant Shares as to which this Warrant is being exercised shall not be less than 50,000 Warrant Shares. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or or, if not in violation of applicable law, upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (in the case of each of the transfer and the issuance) (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the resale of the Warrant Shares and naming the Holder shall as a selling stockholder thereunder is not be required then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to physically surrender Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been issued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, if available, use its best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions if (a) the Holder makes such a request in writing and (b) the Holder certifies to the Company unless all and the Warrant Shares have been exercised. Exercises hereunder shall have Transfer Agent that it delivered a prospectus to the effect of lowering buyer in connection with the number resale of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofShares.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., Boston time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., Boston time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercisedissued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Exercises hereunder Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise (as defined in this subsection) of this Warrant. A "Date of Exercise" means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the effect Form of lowering Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares in an amount equal so indicated by the holder hereof to the applicable exercise, which be purchased. (c) This Warrant shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing exercisable, either in its entirety or, from time to time, for a portion of the number of Warrant Shares. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant. In the event the Common Stock representing the Warrant Shares is not delivered per the written instructions of the Purchaser, within ten (10) business days after the Notice of Election and Warrant is received by the Company (the “Delivery Date”), then in such event the Company shall pay to Holder one-half percent (0.5%) in cash, of the dollar value of the Warrant Shares to be issued per each day after the Delivery Date that the Warrant Shares are not delivered. The Company acknowledges that its failure to deliver the Warrant Shares by the Delivery Date will cause the Holder to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Warrant a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties’ good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to deliver the Common Stock pursuant to the terms of this Warrant. The Company shall make any payments incurred under this Section 3 in immediately available funds within ten (10) business days from the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason issuance of the provisions applicable Warrant Shares. Nothing herein shall limit Holder’s right to pursue actual damages or cancel the Notice of this paragraph, Election for the Company’s failure to issue and deliver Common Stock to the Holder within fifteen (15) business days following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDelivery Date.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 5:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 5:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Sections 2(b), 6 and 9, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 11 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends, except in the event that a restrictive legend Registration Statement (as set forth in Section 7. To effect an exercise hereunderdefined herein) is not then effective or, the Holder shall not be required to physically surrender if this Warrant to the Company unless all the Warrant Shares shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, other than as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10, upon Upon delivery of an executed a duly completed and signed Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This The vesting of the Warrant Shares which the Holder may acquire pursuant to this Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) occur on the Expiration Datedates set forth below. On each such date, the portion of this Warrant not exercised prior thereto shall expire and become void and vest on a cumulative basis with respect to a number of no valueWarrant Shares calculated pursuant to Section 3(b) below. Prior to Only the Expiration Date, the Company Warrant Shares that have vested may not call or otherwise redeem be acquired upon exercise of this Warrant. (i) The first vesting date (the "First Vesting Date") shall be the 30th Trading Day following the Effective Date (as defined herein). (ii) The second vesting date (the "Second Vesting Date") shall be the 30th Trading Day following the First Vesting Date. Each of the First Vesting Date and the Second Vesting Date shall be referred to herein as a "Vesting Date." (b) Subject to Section 10, upon delivery of an executed Form of Election to Purchase, together with the grid attached hereto Except as Annex A duly completed and signed, to the Company at its address for notice otherwise set forth in Section 12 this Warrant, this Warrant shall vest and upon payment of the Exercise Price multiplied by become exercisable on a Vesting Date with respect to the number of Warrant Shares that calculated in accordance with the Holder intends to purchase hereunderfollowing formula: (Applicable Share Number) x (Purchase Price x 1.08 - Adjustment Price) -------------------------------------------------------------------- Adjustment Price If the number calculated in accordance with the foregoing formula is zero or a negative number, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon shall vest hereunder for such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, Vesting Date and the Holder shall not be required obligated to physically surrender transfer any shares of Common Stock to the Company. (c) Notwithstanding anything herein to the contrary, if, at any time after the Effective Date: (A) the average of the Per Share Market Values for ten (10) consecutive Trading Days (as defined herein) exceeds 150% of the Purchase Price, and (B) no less than five (5) Trading Days during such 10 Trading Day period used in (A), the Per Share Market Value exceeded 150% of the Purchase Price, then no Warrant Shares shall vest with respect to any subsequent Vesting Date (accordingly if such circumstances were met prior to the First Vesting Date, then no Warrant Shares would ever vest under this Warrant). (d) Notwithstanding anything herein to the contrary, if on any Vesting Date the Adjustment Price shall be less than $5.00 (such an Adjustment Price, the "Floor Price"), then on such Vesting Date: (i) this Warrant shall vest with respect to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall pursuant to Section 3(a) and (b) hereof, provided, that the Adjustment Price pursuant to the formula set forth in Section 3(b) shall, exclusively for purposes of this Section 3(d), equal the Floor Price (such number of Warrant Shares, the "Initial Shares") and (ii) with respect to the Warrant Shares whose vesting would, in the absence of the operation of Section 3(d), result in a vesting of Warrant Shares in excess of the Initial Shares, the Company will have the effect of lowering option to elect by written notice (the "Notice") delivered to the Holder no later than thirty (30) Trading Days prior to the applicable Vesting Date to either (x) pay to the Holder, in cash (the "Cash Payment"), within three (3) Trading Days from the Vesting Date at issue, an amount equal to the product obtained by multiplying (A) the applicable Adjustment Price and (B) the difference between the number of Warrant Shares in an amount equal which would have, notwithstanding the operation of Section 3(d), vested on such Vesting Date pursuant to Section 3(a) and (b) hereof and the Initial Shares (such number of Warrant Shares, the "Subsequent Shares") or (y) allow this Warrant to vest with respect to the applicable exercise, which Subsequent Shares. A failure by the Company to timely deliver the Notice to the Holder pursuant to the terms of this Section shall be evidenced constitute an election by entries set forth on the attached Annex A. The Holder and Company to allow this Warrant to vest as to the Subsequent Shares pursuant to the terms hereof. If the Company shall maintain records showing fail to pay the number Cash Payment in full to the Holder by the third (3rd) Trading Day from the Vesting Date at issue, then, at the election of the Holder, the Company shall either (x) pay to the Holder $5,000 per day until the Cash Payment and all additional payments due hereunder are paid in full, or (y) allow this Warrant to vest with respect to the Subsequent Shares. (e) The vesting of the Warrant Shares exercised in accordance with this Section 3 shall not be affected by any failure by the Company to maintain the effectiveness of the Underlying Shares Registration Statement (as defined herein) after the Effective Date. (f) Notwithstanding the foregoing provisions of this Section 3, at any time within ten (10) Trading Days following the occurrence of any of the following events (each, an "Event"), the Holder shall have the option to elect by notice ("Vesting Notice") to the Company to have this Warrant vest with respect to those Warrant Shares that have not yet already vested: (i) upon the occurrence of any of (i) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of in excess of 1/3 of the voting securities of the Company, (ii) a replacement of more than one-half of the members of the Company's board of directors which is not approved by those individuals who are members of the board of directors on the date hereof in one or a series of related transactions, (iii) the merger of the Company with or into another entity, consolidation or sale of all or substantially all of the assets of the Company in one or a series of related transactions, unless following such transaction or series of transactions, the holders of the Company's securities prior to the first such transaction continue to hold at least 2/3 of the securities of the surviving entity or acquirer of such assets or (iv) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above in (i), (ii) or (iii); (ii) immediately prior to an assignment by the Company for the benefit of creditors or commencement of a voluntary case under Title 11 of the United States Code, or an entering into of an order for relief in an involuntary case under Title 11 of the United States Code, or adoption by the Company of a plan of liquidation or dissolution; (iii) five (5) Business Days prior to the proposed consummation with respect to the Company of a "Rule 13e-3 transaction" as defined in Rule 13e-3 under the Exchange Act (or, if necessary, such earlier date as the Company shall determine in good faith to be required in order for the Holder to be able to participate in such transaction), it being agreed that the Holder will receive actual notice of the 13e-3 Statement filed with the Commission (as defined herein) on the date filed and actual notice of the date of acceleration hereunder no later than such exercises. The date, and that if such transaction is not consummated, and this Warrant has been exercised, then the Holder (and any assigneeto the extent that this Warrant would not but for this paragraph be exercisable, by acceptance the Company) shall be entitled to declare the exercise null and void and the Holder shall, upon return of the Warrant Shares to the Company, be entitled to receive a refund of the Exercise Price and warrants identical to this Warrant, acknowledge and agree thatsuch acceleration shall become void ab initio, and the Warrants shall (as to any remaining unexercised portion thereof) remain in full force and effect in accordance with the terms hereof; (iv) The Common Stock fails to be listed or quoted for trading on the NASDAQ (as defined herein) or a Subsequent Market (as defined herein) for a period of three (3) Trading Days (which need not be consecutive Trading Days); (v) A holder of Registrable Securities (as defined in the Registration Rights Agreement) is not permitted by reason action of the provisions Company to sell Registrable Securities under the Underlying Shares Registration Statement for any reason for five (5) or more Trading Days (whether or not consecutive); or (vi) The Company shall fail or default in the timely performance of this paragraph, following exercise any material obligation under the Transaction Documents and such failure or default shall continue uncured for a period of five (5) Business Days after the date on which notice of such failure or default is first given to the Company (it being understood that no prior notice need be provided in the case of defaults which cannot reasonably be cured within a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof5-day period).

Duration and Exercise of Warrants. (a) This 22.1 The Warrants evidenced by a Warrant Certificate shall be exercisable in whole or in part by the registered Holder holder thereof on any business day before 5:00 P.M. (Pacific Time) Business Day at any time from and from time after the date of the Closing and prior to time on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) in New York City on the Expiration Date, . 22.2 Subject to the portion provisions of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10Agreement, upon delivery presentation of an executed Form of Election the Warrant Certificate evidencing the Warrants to Purchasebe exercised, together with the grid attached hereto as Annex A form of election to purchase on the reverse thereof duly completed and signedsigned by the registered holder or holders thereof, to the Company Issuer at its address for notice set forth in Section 12 the Warrant Office, and upon payment of the aggregate Exercise Price multiplied by for the number of Warrant Shares that in respect of which such Warrants are being exercised in lawful money of the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form United States of Election to PurchaseAmerica, the Company Issuer shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder registered holder(s) of such Warrants and in such name or names as the Holder such registered holder(s) may designate, a certificate for the Warrant Shares issuable issued upon such exerciseexercise of such Warrants. Any Person(s) so designated to be named therein shall be deemed to have become holder(s) of record of such Warrant Shares as of the date of exercise of such Warrants. Certificates for the Warrant Shares so purchased, which representing the aggregate number of shares specified in the Warrant Certificate, shall be delivered to the registered holder within a reasonable time, not exceeding three (3) Business Days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the registered holder and shall be registered in the name of the registered holder or such other name as shall be designated by such registered holder. 22.3 If less than all of the Warrants evidenced by a Warrant Certificate are exercised at any time, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by such Warrant Certificate. Each new Warrant Certificate so issued shall bear a restrictive the legend as set forth in Section 713(b) hereof if the Warrant Certificate presented in connection with partial exercise thereof bore such legend. To effect an All Warrant Certificates surrendered upon exercise hereunderof Warrants shall be canceled. 22.4 Notwithstanding the foregoing, at any time after the six-month anniversary of the date hereof, the Holder shall Issuer may, at its sole option, compel the involuntary conversion of all, but not be required less than all, of the outstanding Warrants into Warrant Shares at the Exercise Price in the event that (i) the Current Market Price Per Share (as hereinafter defined) is equal to physically surrender this or in excess of two hundred percent (200%) of the Exercise Price per Warrant to the Company unless all Share for a period of at least twenty consecutive Trading Days, (ii) the Warrant Shares have been exercised. Exercises hereunder shall have registered under the effect Securities Act pursuant to Section 6.1 of lowering the Stock Purchase Agreement and such registration has been declared effective by the Commission and is effective on such date and (iii) the Issuer has a sufficient number of authorized shares of Common Stock reserved for issuance upon conversion of the Warrants. In the event that the Issuer elects to compel such involuntary conversion of all outstanding Warrants, it shall promptly notify the Warrant Holder of such election at least ten (10) days in advance of the date set forth in such conversion notice whereupon the Warrants shall be deemed converted into shares of Common Stock as of the date set forth in the Issuer's conversion notice. 22.5 In lieu of physical delivery of the Warrants, provided that Issuer's transfer agent is participating in The Depository Trust Company ("DTC") Shares Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder and in compliance with the provisions hereof, the Issuer shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced Warrant Holder by entries set forth on crediting the attached Annex A. The Holder and account of the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercisesHolder's prime broker with DTC through its Deposit Withdrawal Agent Commission system. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of time period for delivery described herein shall apply to the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofelectronic transmittals described herein.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject Upon delivery to Section 10, upon delivery the Company of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed ------- and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend registration statement covering the resale of the Warrant Shares and naming the Holder as set forth in Section 7a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities ---------- Act"), or (ii) if this Warrant shall have been issued pursuant to a written --- agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, upon request of the Holder, if available, use its best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on in the attached Annex A. Exercise Schedule. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its best efforts to deliver Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) p.m., Minneapolis time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) p.m., Minneapolis time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company This Warrant may not call or otherwise redeem this Warrantbe redeemed by the Company. (b) Subject to Section 10Sections 2(b), 5 and 9, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its office at 1000 Xxxxxxxx Xxxx, Northfield, MN 55057-9444, Attention: Vice President, Finance, or at such other address for notice set forth as the Company may specify in Section 12 writing to the then registered Holder, and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in lawful money of the manner provided hereunderUnited States of America, in cash via wire transfer or by certified or official bank check or checks, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 five business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a free of restrictive legend legends other than as set forth in Section 7. To effect an exercise hereunder, required by the Holder shall not be required to physically surrender this Warrant to Convertible Preferred Stock Purchase Agreement of even date herewith between the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing Company. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10( Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)Exercise) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its best efforts to deliver Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time Eastern time, and from time to time on or from and after January 27, 2006 to the date hereof and through and including April , 2015 (the “Expiration Date”). At 5:00 P.M. (Pacific Time) P.M., Eastern time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto and a joinder to the Stockholders Agreement as Annex A required by Section 2(f) above each duly completed and signed, to the Company at its address for notice set forth in Section 12 10 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 five (5) business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement or (iii) as provided in the number of Stockholders Agreement or the Registration Rights Agreement or New RRA, as applicable. Any person so designated by the Holder to receive Warrant Shares exercised and shall be deemed to have become the date holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This The Warrants evidenced by a Warrant Certificate shall be exercisable in whole or in part by the registered Holder holder thereof on any business day before 5:00 P.M. (Pacific Time) Business Day at any time from and from time after the date of the Closing and prior to time on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) in New York City on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10the provisions of this Warrant Agreement, upon delivery presentation of an executed Form of Election the Warrant Certificate evidencing the Warrants to Purchasebe exercised, together with the grid attached hereto as Annex A form of election to purchase on the reverse thereof duly completed and signedsigned by the registered holder or holders thereof, to the Company Issuer at its address for notice set forth in Section 12 the Warrant Office, and upon payment of the aggregate Exercise Price multiplied by for the number of Warrant Shares that in respect of which such Warrants are being exercised in lawful money of the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form United States of Election to PurchaseAmerica, the Company Issuer shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder registered holder(s) of such Warrants and in such name or names as the Holder such registered holder(s) may designate, a certificate for the Warrant Shares issuable issued upon such exerciseexercise of such Warrants. Any Person(s) so designated to be named therein shall be deemed to have become holder(s) of record of such Warrant Shares as of the date of exercise of such Warrants. Certificates for the Warrant Shares so purchased, which representing the aggregate number of shares specified in the Warrant Certificate, shall be delivered to the registered holder within a reasonable time, not exceeding three (3) Business Days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the registered holder and shall be registered in the name of the registered holder or such other name as shall be designated by such registered holder. (c) If less than all of the Warrants evidenced by a Warrant Certificate are exercised at any time, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by such Warrant Certificate. Each new Warrant Certificate so issued shall bear a restrictive the legend as set forth in Section 713(b) hereof if the Warrant Certificate presented in connection with partial exercise thereof bore such legend. To effect an All Warrant Certificates surrendered upon exercise hereunderof Warrants shall be canceled. (d) Notwithstanding the foregoing, at any time after the six-month anniversary of the date hereof, the Holder shall Issuer may, at its sole option, compel the involuntary conversion of all, but not be required less than all, of the outstanding Warrants into Warrant Shares at the Exercise Price in the event that (i) the Current Market Price Per Share (as hereinafter defined) is equal to physically surrender this or in excess of two hundred percent (200%) of the Exercise Price per Warrant to the Company unless all Share for a period of at least twenty consecutive Trading Days, (ii) the Warrant Shares have been exercised. Exercises hereunder shall have registered under the effect Securities Act pursuant to Section 6.1 of lowering the Stock Purchase Agreement and such registration has been declared effective by the Commission and is effective on such date and (iii) the Issuer has a sufficient number of authorized shares of Common Stock reserved for issuance upon conversion of the Warrants. In the event that the Issuer elects to compel such involuntary conversion of all outstanding Warrants, it shall promptly notify the Warrant Holder of such election at least ten (10) days in advance of the date set forth in such conversion notice whereupon the Warrants shall be deemed converted into shares of Common Stock as of the date set forth in the Issuer's conversion notice. (e) In lieu of physical delivery of the Warrants, provided that Issuer's transfer agent is participating in The Depository Trust Company ("DTC") Shares Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder and in compliance with the provisions hereof, the Issuer shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced Warrant Holder by entries set forth on crediting the attached Annex A. The Holder and account of the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercisesHolder's prime broker with DTC through its Deposit Withdrawal Agent Commission system. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of time period for delivery described herein shall apply to the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofelectronic transmittals described herein.

Duration and Exercise of Warrants. (a) This Warrant shall Warrants may be exercisable exercised by the registered Holder on any business day before 5:00 P.M. (Pacific Time) thereof, in whole or in part, at any time and from time to time after the date hereof and prior to 5:00 p.m., New York City time, on or after January 27September 1, 2006 to and including 2001 (the "Expiration Date. At 5:00 P.M. "); provided that Holders shall be able to exercise their Warrants only if (Pacific Timei) on (A) the Expiration DateWarrant Shares Registration Statement (as defined in Section 10) is then in effect and the Company has delivered to each person exercising a Warrant a current prospectus meeting the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or (B) the exercise of such Warrants is exempt from the registration requirements of the Securities Act, and (ii) the Warrant Shares are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the Holder of the Warrants to be exercised, and, if applicable, the portion persons to whom it is proposed that the Warrant Shares be issued on exercise of this Warrant not exercised prior thereto shall expire and become void and the Warrants, reside. The Holder of no value. Prior Warrants may exercise them by delivering to the Expiration DateWarrant Agent, at its principal office designated for such purpose, the Company may not call following: (i) the Warrant Certificate or otherwise redeem this WarrantWarrant Certificates representing the Warrants to be exercised, with the Form of Exercise Notice duly completed and executed by the Holder thereof; and (ii) cash, a certified or bank cashier's check payable to the order of the Company, or a wire transfer of immediately available funds to an account designated by the Warrant Agent, in each case in an amount equal to the product of (A) the number of Warrant Shares purchasable upon the exercise of the Warrants designated for exercise in the Form of Exercise Notice and (B) the Warrant Price. (b) Subject to Section 102.3 hereof, upon delivery as promptly as practicable after an exercise of an executed Form of Election to PurchaseWarrants in accordance with Section 3.1(a), together with the grid attached hereto and in any event within 10 Business Days (as Annex A duly completed and signed, to the Company at its address for notice set forth defined in Section 12 and upon payment of 3.2) after such exercise, the Exercise Price multiplied by Warrant Agent will (i) requisition from any transfer agent for the Common Stock (or make available, if the Warrant Agent is the transfer agent) certificates representing the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, be purchased (and the Company shall promptly hereby irrevocably authorizes and directs its transfer agent to comply with all such requests), (but in no event later than 5 business days ii) after receipt of such certificates, cause the Date of Exercise (as defined herein)) issue or cause to be issued and cause same to be delivered to or upon the written order of the Holder and exercising such Warrants, registered in such name or names as may be designated by such Holder, (iii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional Warrant Shares in accordance with the provisions of Section 5, and (iv) when appropriate, after receipt, deliver such cash to or upon the order of the Holder exercising such Warrants. (c) If the number of Warrants represented by a Warrant Certificate are not exercised in full, the Company will prepare, execute, and deliver to the Warrant Agent a new Warrant Certificate evidencing Warrants equivalent to such Warrants remaining unexercised and the Warrant Agent will countersign and deliver such new Warrant Certificate to or upon the order of the Holder exercising such Warrants, registered in such name or names as may designatebe designated by such Holder. (d) The Company will take all such action as may be necessary to ensure that all Warrant Shares delivered upon exercise of Warrants, at the time of delivery of the certificates for such Warrant Shares, will (subject to payment of the Warrant Price) be duly and validly authorized and issued, fully paid, and nonassessable and, if shares of Common Stock are then listed on any national securities exchange (as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or qualified for quotation on The Nasdaq Stock Market, will be duly listed or qualified for quotation thereon, as the case may be. (e) In the event that the Company is obligated to pay cash in lieu of fractional Warrant Shares pursuant to Section 5 in connection with any exercise of Warrants, it will make all arrangements necessary so that such cash is available for distribution by the Warrant Agent, if and when appropriate. (f) The Company will pay all expenses, taxes, and other charges payable in connection with the preparation, issuance, and delivery of certificates representing Warrant Shares or Warrant Certificates representing unexercised Warrants in connection with any exercise of Warrants in accordance with Section 3.1(a), except that, if any such certificates representing Warrant Shares or any such Warrant Certificates are to be registered in a name or names other than that of the Holder at the time of any such exercise of Warrants, funds sufficient to pay all transfer or similar taxes payable as a result of such transfer shall be paid by the Holder at the time of such exercise or promptly upon receipt of a written request of the Company for payment thereof. In connection with any exercise of Warrants in accordance with Section 3.1(a), the Warrants will be deemed to have been exercised, any certificate representing Warrant Shares or any Warrant Certificate issued on account thereof will be deemed to have been issued, and the person in whose name any such certificate or Warrant Certificate is issued will be deemed for all purposes to have become a Holder of record of the Warrant Shares issuable upon such exerciseor Warrants, which as the case may bear a restrictive legend be, represented thereby as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofexercise.

Duration and Exercise of Warrants. (a) This Warrant The Warrants shall be exercisable by the registered Holder expire on any business day before 5:00 P.M. (Pacific Time) at any time and from time to p.m. Eastern time on or after January 27, 2006 to and including the third anniversary of the Closing Date (the "Expiration Date"). At 5:00 P.M. (Pacific Time) on After the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and Warrants will become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to the provisions of this Agreement, including Section 1012, each Warrant shall entitle the holder thereof to purchase from the Company (and the Company shall issue and sell to such holder) initially one fully paid and nonassessable Share evidenced by the Warrant Certificate at a price equal to $[___] per share (as the same may be hereafter adjusted pursuant to Section 2 of the Warrant, the "Exercise Price"). (c) If shares of Common Stock are certificated at that time, upon delivery surrender of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed a Warrant Certificate and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to PurchaseAmount, the Company Warrant Agent shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered deliver to or upon the written order of the Holder registered holder of such Warrant Certificate and in such name or names as the Holder such registered holder may designate, a certificate or certificates for the Share or Shares issuable upon the exercise of the Warrant or Warrants evidenced by such Warrant Certificate. In any event, upon receipt of such Warrant Certificate and payment, the Company shall, as promptly as practicable, and in any event within three (3) business days thereafter, cause to be issued to such holder the aggregate number of whole Shares issuable upon such exerciseexercise and deliver to such holder written confirmation that such Shares have been duly issued and recorded on the books of the Company as hereinafter provided. The Shares so issued shall be registered in the name of the holder or such other name as shall be designated in the order delivered by the holder and any Person so designated to be named therein shall be deemed to have become the holder of record of such Share or Shares as of the date of surrender of such Warrant Certificate at the Warrant Agent Office duly executed by the holder thereof and upon payment of the Exercise Amount. The Warrants evidenced by a Warrant Certificate shall be exercisable, which may bear at the election of the registered holder thereof, either in their entirety or from time to time for a restrictive legend as set forth portion of the number of Warrants initially specified in the Warrant Certificate. If less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised at any time prior to the Expiration Date, a new Warrant Certificate or Warrant Certificates shall be issued (or book entry noted) for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered, and the Warrant Agent is hereby authorized to deliver the required new Warrant Certificate or Warrant Certificates pursuant to the provisions of this Section 7. To effect an exercise hereunderNotwithstanding any provision herein to the contrary, the Holder Company shall not be required to physically surrender register Shares in the name of any Person who acquired any Warrant or any Shares otherwise than in accordance with this Agreement. (d) The Warrant Agent shall account promptly to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal with respect to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares Warrants exercised and the date holders exercising such Warrants shall concurrently pay or deliver to the Company all monies and other consideration received by it in connection with the purchase of such exercises. The Holder and any assigneeShares through the exercise of Warrants. (e) Prior to issuance of a Warrant Certificate, the beneficial owner thereof may, by acceptance of this Warrantwritten request to the Company, acknowledge and agree that, by reason elect to have the Maximum Percentage (as defined in Section 1(f) of the provisions Form of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may ) be less than the amount stated on the face hereofinitially set at 9.99%.

Duration and Exercise of Warrants. (a) This 5.1 Each Warrant shall may be exercisable exercised by the registered Holder on any business day before 5:00 P.M. (Pacific Time) thereof at any time on or after the date hereof, but not after the Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Upon the Expiration Date, all rights evidenced by the Warrants shall cease and the Warrants shall become void. 5.2 Subject to the provisions of this Agreement, the Holder of each Warrant shall have the right to purchase from the Company (and the Company shall issue and sell to such Holder) the number (rounded down to the nearest whole number) of fully paid and nonassessable Warrant Shares set forth on such Holder's Warrant Certificate (or such number of Warrant Shares as may result from adjustments made from time to time on or after January 27as provided in this Agreement) at the price per share of $15.00 in lawful money of the United States of America (such exercise price per Warrant Share, 2006 as adjusted from time to and including time as provided herein, being referred to herein as the Expiration Date. At 5:00 P.M. "Exercise Price"), upon (Pacific Timei) surrender of the Warrant Certificates to the Company at the office of the Warrant Agent designated by the Warrant Agent for such purpose with the exercise form on the Expiration Datereverse thereof duly and properly completed and signed by the Holder or Holders thereof or by a duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an Eligible Institution (as defined in Section 8.2 hereof) and (ii) payment, in lawful money of the portion United States of this America, of the Exercise Price for the Warrant not exercised prior thereto shall expire and become void and Share or Warrant Shares in respect of no valuewhich such Warrant is then exercised. Prior The Exercise Price payable upon exercise of any Warrant may be paid only by certified or, at the option of the Holder, official bank check payable to the Expiration Dateorder of the Company, or, in the Company alternative, if the Closing Price of one share of the Company's Common Stock is greater than the Exercise Price on the date of surrender of the Warrant for exercise, in lieu of exercising the Warrant for cash, a Holder may not call exercise all or otherwise redeem this Warrant. (b) Subject any part of the Warrant on a "cashless" basis by providing written notice to Section 10, upon delivery the Warrant Agent of an executed Form of Election its intention to Purchasedo so, together with the grid attached hereto as Annex A duly completed properly endorsed Form of Subscription and signed, stating the maximum number (the "Maximum Number") of shares of Common Stock the Holder desires to purchase in consideration of cancellation of Warrants in payment for such exercise. The number of shares of Common Stock the Holder shall receive upon such exercise pursuant to this Section 5.2 shall be equal to the Company at its address for notice set forth in Section 12 number that is obtained when the product of the Maximum Number and upon payment the difference between the Closing Price per share on the date of surrender of the Warrant and the Exercise Price multiplied is divided by the number Closing Price per share. Upon request of the Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to PurchaseAgent, the Company shall promptly (but inform in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for writing the Warrant Shares issuable upon such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect Agent of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant Common Stock that may be less than delivered to a Holder upon a "cashless" exercise, and the amount stated Warrant Agent shall incur no liability and shall be fully protected in relying on such information provided to it by the face hereof.Company. The Warrant Agent shall have no obligation to take any action under this Section with respect to a "cashless" exercise, nor shall it incur any liability for failing to take any such action, if it has not received all such relevant information requested regarding such "cashless" exercise from the

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject Upon delivery to Section 10, upon delivery the Company of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed ------- and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend registration statement covering the resale of the Warrant Shares and naming the Holder as set forth in Section 7a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities ---------- Act"), or (ii) if this Warrant shall have been issued pursuant to a written --- agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, upon request of the Holder, if available, use its best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable Warrant exercise, which shall be evidenced by entries set forth on in the attached Annex A. Exercise Schedule. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Subject to the terms of this Agreement, each Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) exercisable, in whole or in part, at any time and from time to time beginning on or after January 27the date of this Agreement and ending at 5:02 p.m., 2006 to and including New York City time, on June 16, 2028 (the “Expiration Date”). Notwithstanding the foregoing, a Warrant shall not be exercisable in the 30 days following the issuance of a Warrant unless the Market Price of a Warrant Share issuable upon exercise of a Warrant is equal to or greater than the Exercise Price at the time of such exercise. At 5:00 P.M. (Pacific Time) 5:01 p.m., New York City time, on the Expiration Date, any Warrants in respect of which no Warrant Exercise Notice has been received (“Unexercised Warrants”) shall be automatically transferred to the portion Opioid Trust (to the extent not already held by the Opioid Trust) without the requirement of any consent, action or document of transfer and such Warrants shall simultaneously upon such transfer be deemed automatically exercised for the purposes of this Agreement (without the requirements of Section 6(b) being required), provided that a single Warrant not exercised prior thereto Share (and only a single Warrant Share) shall expire and become void and be issued in respect of no value. Prior the entire aggregate number of Unexercised Warrants (regardless of number) at an exercise price for such Warrant Share equal to the Expiration Date, the Company may not call or otherwise redeem this Warrantnominal value of an Ordinary Share. (b) Subject to Section 10the provisions of this Agreement, upon delivery the Warrants may be exercised as follows: (i) Holders of an executed Form Definitive Warrants must provide a written notice of Election such election (“Warrant Exercise Notice”) to Purchase, together with exercise the grid attached hereto as Annex A duly completed and signed, Warrant to the Company at its address for and the Warrant Agent in accordance with the notice information set forth in Section 12 18 by no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be substantially in the form set forth in Exhibit B-2 hereto, properly completed and upon payment of duly executed by such Holder, and pay to the Warrant Agent (x) the applicable Exercise Price multiplied by the number of Warrant Shares in respect of which any Warrants are being exercised on the date the notice is provided to the Warrant Agent, or (y) in the case of a Cashless Exercise, the required consideration in the manner set forth in Section 6(d) hereof, in each case, together with any applicable taxes and governmental charges; and (ii) for Warrants held through the book-entry facilities of the Depository, (x) the Warrants shall be exercisable, at any time or from time to time until the Expiration Date, by delivery of a Written Exercise Notice to the Company and the Warrant Agent at the addresses set forth in Section 18 no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be substantially in the form set forth in Exhibit B-1 hereto, properly completed and duly executed by the Holder and submitted by or through Persons that are direct participants in the Depository, and otherwise in accordance with the applicable practices and procedures of the Depository; (y) following any such exercise, the number of Warrants represented by the applicable certificate representing the Global Warrant shall be reduced in accordance with the applicable procedures of the Depository so that the Holder intends number of Warrants represented thereby will be equal to purchase hereunderthe number of Warrants theretofore represented by such certificate representing the Global Warrant less the number of Warrants then exercised; and (z) the applicable Exercise Price, or, in the case of a Cashless Exercise, the required consideration in the manner provided hereunderset forth in Section 6(d) hereof, all as shall be paid, in each case, in accordance with the applicable practices and procedures of the Depository. To the extent a Warrant Exercise Notice is delivered through the book-entry facilities of the Depository no later than 5:00 p.m., New York City time, on the Expiration Date, but the deliveries and payments specified in clause (ii) above are effected thereafter but no later than 5:00 p.m., New York City time, on the Business Day immediately following the delivery of a Warrant Exercise Notice to the Warrant Agent (and no later than one Business Day after the Expiration Date), the Warrants shall nonetheless be deemed exercised prior to the Expiration Date for the purposes of this Agreement. (c) Subject to Section 6(d) hereof, the aggregate Exercise Price shall be payable to the Company in lawful money of the United States of America either by certified or official bank or bank cashier’s check payable to the order of the Company or by wire transfer in immediately available funds to an account of Computershare specified in writing by the Warrant Agent for such purpose. The Company acknowledges that the bank accounts maintained by Computershare in connection with the services provided under this Agreement will be in Computershare’s name, as agent for the Company. Until paid pursuant to the terms of this Agreement, Computershare will hold the funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Xxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant Agent shall have no responsibility or liability for any diminution of the funds that may result from any deposit made by Computershare in accordance with this paragraph, including for any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay and neither the Company nor the Holders shall receive such interest, dividends or other earnings on any deposits of Exercise Price with Computershare. (d) In lieu of paying the aggregate Exercise Price as set forth in Section 6(b) hereof, subject to the provisions of this Agreement (including any adjustments made by the Company pursuant to Section 10 hereof), each Warrant shall entitle the Holder, at the election of such Holder, to exercise the Warrant by authorizing the Company to withhold from issuance a number of Warrant Shares issuable upon exercise of all Warrants being exercised by such Holder at such time which, when multiplied by an amount equal to the Market Price of the Warrant Shares, is equal to the aggregate Exercise Price less the product of the nominal value of an Ordinary Share on the date on which the Holder delivers the Warrant Exercise Notice pursuant to Section 6(b) and the number of Warrant Shares issuable upon exercise pursuant to this Section 6 (which such amount shall be payable in cash as provided below), and such withheld Warrant Shares shall no longer be issuable under such Warrants (a “Cashless Exercise”). The formula for determining the Form number of Election Warrant Shares to Purchasebe issued in a Cashless Exercise is as follows: where: X = the number of Warrant Shares issuable upon exercise pursuant to this Section 6. A = the Market Price of a Warrant Share on the Business Day immediately preceding the date on which the Holder delivers the Warrant Exercise Notice pursuant to Section 6(b) hereof. B = the Exercise Price less the nominal value of an Ordinary Share on the date on which the Holder delivers the Warrant Exercise Notice pursuant to Section 6(b); and C = the number of Warrant Shares as to which a Warrant is then being exercised including the withheld Warrant Shares. In the case of a Cashless Exercise, an amount in cash equal to the product of the nominal value of an Ordinary Share on the date on which the Holder delivers the Warrant Exercise Notice pursuant to Section 6(b) and the number of Warrant Shares issuable upon exercise pursuant to this Section 6 shall be payable by or for the account of the Holder thereof on the date of issuance of the Warrant Shares. The number of Warrant Shares to be issued on such exercise will be determined by the Company (with prompt written notice thereof to the Warrant Agent) using the formula set forth in this Section 6(d). The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of Warrant Shares to be issued on such exercise, pursuant to this Section 6(d), is accurate or correct. For the avoidance of doubt, if the foregoing calculation of the number of Warrant Shares to be issued in a Cashless Exercise results in a negative number, then no Warrant Shares shall be issuable via a Cashless Exercise. Notwithstanding the foregoing, no Cashless Exercise shall be permitted if, as the result of any adjustment made pursuant to Section 10, at the time of such Cashless Exercise, Warrant Shares include a cash component, and the Company would be required to pay cash to a Holder upon an exercise of Warrants; provided, that in such circumstances, the Company shall use commercially reasonable efforts (subject to the Applicable Procedures, in the case of Global Warrants) to permit payment of the Exercise Price by netting the Exercise Price against the cash payable to a Holder upon exercise. The Company shall transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this Agreement to calculate, the Cashless Exercise nor shall the Warrant Agent shall have any duty or obligation to investigate or confirm whether the Company’s determination pursuant to this Section 6(d) is accurate or correct. (e) Any exercise of a Warrant pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms. (f) The Warrant Agent shall: (i) examine all Warrant Exercise Notices and all other documents delivered to it by or on behalf of the Holders as contemplated hereunder to ascertain whether or not, on their face, such Warrant Exercise Notices and any such other documents have been executed and completed in accordance with their terms and the terms hereof; (ii) where a Warrant Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrants exists, inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of, cooperate with, and reasonably assist such Person and the Company in, resolving any discrepancies between Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (iv) advise the Company promptly after receipt of a Warrant Exercise Notice of (but i) the receipt of such Warrant Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (ii) the instructions with respect to delivery of the Ordinary Shares deliverable upon such exercise, subject, in the case of Global Warrants, to timely receipt from the Depository of the necessary information, and (iii) such other information as the Company shall reasonably require; and (v) subject to Ordinary Shares being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depository, liaise with the Depository and use commercially reasonable efforts to effect such delivery to the relevant accounts at the Depository in accordance with its requirements. (g) All questions as to the validity, form and sufficiency (including time of receipt) of a Warrant Exercise Notice will be determined by the Company in its reasonable discretion in accordance with the provisions set forth below. The Company reserves the right to reject any and all Warrant Exercise Notices not in proper form or for which any corresponding agreement by the Company to exchange would be unlawful. Moreover, without limiting the rights and immunities of the Warrant Agent, the Company reserves the absolute right to waive any of the conditions to the exercise of Warrants or defects in Warrant Exercise Notices with regard to any particular exercise of Warrants. If the Company believes there is any irregularity in the exercise of the Warrants, then the Company shall (or shall cause the Warrant Agent to) promptly give notice to the Holder of the Warrants that submitted the applicable Warrant Exercise Notice of such irregularities and an opportunity to cure the same, provided that neither the Company nor the Warrant Agent shall incur any liability for the failure to give such notice. The Warrant Agent shall incur no event later than 5 business days liability for or in respect of any determination, action or omission by the Company in accordance with this Section 6(g). (h) As soon as practicable after the Date exercise of Exercise (any Warrant as defined set forth herein)) , the Company shall issue or cause to be issued and cause the number of Warrant Shares to be delivered which the Holder of the Warrant is entitled, to or upon the written order of the Holder of the Warrants: (i) by crediting such Warrant Shares to the Depository within three (3) Business Days following the date of such exercise, through the Depository’s DWAC system if available, for the account of such Holder or for the account of a participant in the Depository, in each case registered in such name and delivered to such account as directed in the Warrant Exercise Notice by such Holder or by the direct participant in the Depository through which such Holder is acting, or (ii) if for any reason delivery cannot be made pursuant to clause (i), by delivery to the address designated by such Holder in its Warrant Exercise Notice of a physical certificate representing the number of Warrant Shares to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. In the case of each of clause (i) and clause (ii), such Warrant Shares shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a Holder may designateas of the close of business on the date of exercise of the Warrants and the register of members of the Company shall be updated accordingly. (i) If less than all of the Definitive Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants or issued by electronic entry registration in the Warrant Register, as applicable, are exercised at any time prior to the expiration of the Warrants, a certificate new Warrant Certificate shall be issued or a new electronic entry registration in the Warrant Register shall be processed, as applicable, for the remaining number of such Definitive Warrants, and the Warrant Agent is hereby authorized to countersign the required new Warrant Certificate or process the new electronic entry registration, as applicable, pursuant to the provisions of Section 4 and this Section 6. (j) The Warrant Agent shall by the end of each day or on the next Business Day following each day on which Warrants were exercised, advise an authorized representative of the Company, as directed by the Company, of (i) the number of Ordinary Shares issued upon exercise of a Warrant, (ii) the delivery of Warrants evidencing the balance, if any, of the Ordinary Shares issuable upon after such exercise, which may bear a restrictive legend exercise of the Warrant and (iii) such other information as set forth in Section 7the Company shall reasonably require. To effect an exercise hereunder, the Holder shall not be required to physically surrender this The Warrant Agent will pay to the Company unless all available funds received by the Warrant Shares have been exercised. Exercises hereunder shall have Agent in payment of the effect aggregate Exercise Price in any given month no later than the fifth (5th) Business Day of lowering the number of Warrant Shares in following month by wire transfer to an amount equal to account designated by the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercisesCompany. The Holder Warrant Agent shall keep copies of this Agreement and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of notices given or received hereunder in accordance with the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofAgent’s retention records.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 5:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 5:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon Upon delivery of an executed a duly completed and signed Form of Election to PurchasePurchase attached hereto duly completed and signed, together with the grid attached hereto as Annex A duly completed and signed, to the Company at ------- its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend registration statement covering the resale of the Warrant Shares and naming the Holder as set forth in Section 7a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been issued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, upon request of the Holder, if available, use its best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached in Annex A. ------- The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This The Warrants evidenced by a Warrant Certificate shall be exercisable in whole or in part by the registered Holder holder thereof on any business day Business Day after the Closing Date and on or before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27P.M., 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) New York time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10the provisions of this Warrant Agreement, upon delivery the Warrants evidenced by a Warrant Certificate may be exercised by the registered holder thereof by the surrender of an executed Form of Election the Warrant Certificate evidencing the Warrants to Purchasebe exercised, together with the grid form of election to purchase on the reverse thereof or attached hereto as Annex A thereto duly completed and signed, to the Company Issuer at its address for notice set forth in Section 12 the Warrant Office, and upon payment of the aggregate Exercise Price multiplied by for the number of Warrant Shares in respect of which such Warrants are being exercised in lawful money of the United States of America and/or by surrender to the Issuer of shares of Common Stock then owned by the Warrant Holder and valued for purposes hereof at their Current Market Price Per Share at the time of exercise. In lieu of exercising Warrants pursuant to the immediately preceding sentence, the Warrant Holder shall have the right to require the Issuer to convert the Warrants, in whole or in part and at any time or times (the "Conversion Right"), into Warrant Shares, by surrendering to the Issuer the Warrant Certificate evidencing the Warrants to be converted, accompanied by the form of conversion notice on the reverse thereof or attached thereto which has been duly completed and signed. Upon exercise of the Conversion Right, the Issuer shall deliver to the Warrant Holder (without payment by the Warrant Holder of any Exercise Price) that number of Warrant Shares which is equal to the Holder intends quotient obtained by dividing (x) the value of the number of Warrants being converted at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price for all such Warrants immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of such Warrants immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to Section 12 by (y) the Current Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant Agreement to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deemed to include (without limitation) any exercise of the Conversion Right. Any exercise of a Warrant hereunder may be made subject to the satisfaction of one or more conditions (including, without limitation, the consummation of a sale of the capital stock of the Issuer or a merger or other business combination involving the Issuer) which are set forth in a writing which is made a part of or is appended to the aforementioned form of election to purchase or conversion notice (as the case may be) by the Warrant Holder. (c) Upon exercise of any Warrants hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company Issuer shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder registered holders of such Warrants and in such name or names as the Holder such registered holders may designate, a certificate for the Warrant Share or Warrant Shares issuable issued upon such exerciseexercise of such Warrants. Any Persons so designated to be named therein shall be deemed to have become holders of record of such Warrant Share or Warrant Shares as of the date of exercise of such Warrants. (d) If less than all of the Warrants evidenced by a Warrant Certificate are exercised at any time, which may a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by such Warrant Certificate. Each new Warrant Certificate so issued shall bear a restrictive the legend as set forth in Section 7subsection 14(b) if the Warrant Certificate presented in connection with partial exercise thereof bore such legend unless the transfer restrictions referred to in such legend are no longer applicable pursuant to subsection 14(d). To effect an All Warrant Certificates surrendered upon exercise hereunder, the of Warrants shall be canceled. (e) A Warrant Holder shall not have the right to have issued to it upon exercise Common Stock which, when aggregated with the shares of Common Stock (other than shares of Non-Attributable Stock) previously issued as Warrant Shares will exceed 4.99 % of the then outstanding Common Stock unless such Warrant Holder certifies that such Warrants have previously been transferred either (i) in a widely dispersed public offering of the Warrants, or (ii) in a private placement in which no purchaser, individually or in concert with others, would have acquired more than 2% of the outstanding Common Stock if the Warrants so transferred had been exercised for Common Stock, or (iii) in compliance with Rule 144 (or any rule which is a successor thereto) of the Securities Act, or (iv) into the secondary market in a market transaction executed through a registered broker-dealer in blocks of no more than 2% of the shares outstanding of the Issuer in any six month period. In the event two or more Warrant Holders attempt to exercise Warrants for Common Stock simultaneously and, if permitted, such exercises would cause the 4.99% limitation to be required to physically surrender this Warrant to exceeded, then the Company unless all Issuer shall notify the Warrant Shares have been exercised. Exercises hereunder Holders who had attempted to exercise Warrants for Common Stock and each such Warrant Holder shall have be entitled to exercise for Common Stock only such number of Warrants as shall equal the effect product of lowering (i) the number of Warrants the Warrant Shares in an amount equal Holder sought to exercise for Common Stock times (ii) a fraction, the applicable exercise, numerator of which shall is the maximum number of Warrants which may be evidenced by entries set forth on exercised for Common Stock without exceeding the attached Annex A. The Holder 4.99% limitation and the Company shall maintain records showing denominator of which is the maximum number of Warrants sought to be exercised for Common Stock by such Warrant Shares exercised and Holders. (f) Notwithstanding the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the foregoing provisions of this paragraphSection 6, following exercise in no event shall any Warrant be exercisable for shares of a portion Common Stock which, when aggregated with all other Warrant Shares then held by Lender or its Affiliates, would, upon issuance, represent in excess of this Warrant24.99% of the Equity of the Issuer unless such shares, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofwhen issued, would constitute Non-Attributable Stock.

Duration and Exercise of Warrants. (a) This Each Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) exercisable, in whole or in part, at any time and from time to time beginning after the Distribution Date and ending at 5:00 p.m., New York City time, on or after January 273, 2006 to 2011 or, if not a business day, the next subsequent business day (such date, the “Expiration Date”). The Company shall promptly provide the Warrant Agent written notice of the Distribution Date and including the Expiration Date. At After 5:00 P.M. (Pacific Time) p.m. New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and Warrants will become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10the provisions of this Agreement, upon delivery of an executed Form of Election each: (i) Series A Warrant shall entitle the holder thereof to Purchase, together with the grid attached hereto as Annex A duly completed and signed, to purchase from the Company at its address for notice set forth in Section 12 (and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise issue and sell to such holder) one fully paid and nonassessable Share at a price equal to $21.87 per share (as defined hereinthe same may be hereafter adjusted pursuant to Section 12, the “Series A Exercise Price”); and (ii) Series B Warrant shall entitle the holder thereof to purchase from the Company (and the Company shall issue and sell to such holder) one fully paid and nonassessable Share at a price equal to $20.54 per share (as the same may be hereafter adjusted pursuant to Section 12, the “Series B Exercise Price”). The Series A Exercise Price and the Series B Exercise Price are each referred to herein as an “Exercise Price”). (c) The aggregate Series A Exercise Price and the aggregate Series B Exercise Price shall be payable in lawful money of the United States of America either by certified or cause official bank or bank cashiers check payable to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as Company. (d) In lieu of paying the Holder may designate, a certificate for aggregate Series A Exercise Price and/or the Warrant Shares issuable upon such exercise, which may bear a restrictive legend aggregate Series B Exercise Price as set forth in Section 7. To effect 7(c), provided the Common Stock is listed or admitted for trading on a national securities exchange or an exercise hereunderover-the-counter market or comparable system, the Holder shall not be required subject to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraphAgreement, following each Warrant shall entitle the Holder, at the election of such Holder, to exercise of the Warrant by authorizing the Company to withhold from issuance a portion of this Warrant, the number of shares Shares issuable upon exercise of this the Warrant may which when multiplied by the Market Price of the Common Stock is equal to the aggregate Series A Exercise Price or Series B Exercise Price, as applicable, and such withheld Shares shall no longer be less than issuable under the amount stated on Warrant (a “Cashless Exercise”). The formula for determining the face hereof.number of Shares to be issued in a Cashless Exercise is as follows: X = (A-B) x C A where:

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) p.m., Minneapolis time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) p.m., Minneapolis time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company This Warrant may not call or otherwise redeem this Warrantbe redeemed by the Company. (b) Subject to Section 10Sections 2(b), 5 and 9, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its office at 0000 Xxxxxxxx Xxxx, Northfield, MN 55057-9444, Attention: Chief Financial Officer or at such other address for notice set forth as the Company may specify in Section 12 writing to the then registered Holder, and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in lawful money of the manner provided hereunderUnited States of America, in cash via wire transfer or by certified or official bank check or checks, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 five business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a free of restrictive legend legends other than as set forth in Section 7. To effect an exercise hereunder, required by the Holder shall not be required to physically surrender this Warrant to Convertible Preferred Stock Purchase Agreement of even date herewith between the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing Company. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon Upon delivery of an executed a duly completed and signed Form of Election to Purchase, together with Purchase attached hereto (and the grid attached hereto as Annex A A) duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend registration statement covering the resale of the Warrant Shares and naming the Holder as set forth in Section 7a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been issued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, upon request of the Holder, if available, use its best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on in the attached Annex A. Exercise Schedule. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercisesexercises . In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant The Warrants shall be exercisable by the registered Holder expire on any business day before 5:00 P.M. (Pacific Time) at any time and from time to ______ __.m. _______________ time on or after January 27, 2006 to and including the fifth anniversary of the Closing Date (the "Expiration Date"). At 5:00 P.M. (Pacific Time) on After the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and Warrants will become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to the provisions of this Agreement, including Section 1012, each Warrant shall entitle the holder thereof to purchase from the Company (and the Company shall issue and sell to such holder) initially one fully paid and nonassessable Share evidenced by the Warrant Certificate at a price equal to $_________ per share (as the same may be hereafter adjusted pursuant to Section 2 of the Warrant, the "Exercise Price"). (c) If shares of Common Stock are certificated at that time, upon delivery surrender of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed a Warrant Certificate and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to PurchaseAmount, the Company Warrant Agent shall promptly requisition from the Company's transfer agent (but in no event later than 5 business days after the Date of Exercise (as defined herein)"Transfer Agent") issue or cause to be issued for issuance and cause to be delivered delivery to or upon the written order of the Holder registered holder of such Warrant Certificate and in such name or names as the Holder such registered holder may designate, a certificate or certificates for the Share or Shares issuable upon the exercise of the Warrant or Warrants evidenced by such Warrant Certificate. In any event, upon receipt of such Warrant Certificate and payment, the Company shall, as promptly as practicable, and in any event within three (3) business days thereafter, cause to be issued to such holder the aggregate number of whole Shares issuable upon such exerciseexercise and deliver to such holder written confirmation that such Shares have been duly issued and recorded on the books of the Company as hereinafter provided. The Shares so issued shall be registered in the name of the holder or such other name as shall be designated in the order delivered by the holder and any Person so designated to be named therein shall be deemed to have become the holder of record of such Share or Shares as of the date of surrender of such Warrant Certificate at the Warrant Agent Office duly executed by the holder thereof and upon payment of the Exercise Amount. The Warrants evidenced by a Warrant Certificate shall be exercisable, which may bear at the election of the registered holder thereof, either in their entirety or from time to time for a restrictive legend as set forth portion of the number of Warrants initially specified in the Warrant Certificate. If less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised at any time prior to the Expiration Date, a new Warrant Certificate or Warrant Certificates shall be issued (or book entry noted) for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered, and the Warrant Agent is hereby authorized to countersign the required new Warrant Certificate or Warrant Certificates pursuant to the provisions of Section 6 and this Section 7. To effect an exercise hereunderNotwithstanding any provision herein to the contrary, the Holder Company shall not be required to physically surrender register Shares in the name of any Person who acquired any Warrant or any Shares otherwise than in accordance with this Agreement. (d) The Warrant Agent shall account promptly to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal with respect to Warrants exercised and concurrently pay or deliver to the applicable exercise, which shall be evidenced Company all monies and other consideration received by entries set forth on it in connection with the attached Annex A. The Holder and purchase of Shares through the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofWarrants.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Sections 2(b), 5 and 9, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 11 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant a. Warrants shall be exercisable by the registered Holder holder thereof on any business day before 5:00 P.M. (Pacific Time) P.M., New York time, at any time and from time to time on or after January 27, 2006 the Initial Exercise Date to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., New York time, on the Expiration Date, the portion of this each Warrant not exercised prior thereto shall expire be and become void and of no value. Prior . b. Subject to the Expiration Datelimitations set forth in Section 3(c) and to the other provisions of this Warrant Certificate, including adjustments to the number of Warrant Shares issuable on the exercise of each Warrant and to the Exercise Price pursuant to Section 3(e) and Section 7, the Holder of this Warrant shall have the right to purchase from the Company may not call or otherwise redeem this Warrant(and the Company shall be obligated to issue and sell to the Holder) at the Exercise Price one fully paid Warrant Share which is non-assessable. (b) c. Subject to Section 10Sections 2(b), 4 and 8, upon delivery surrender of an executed this Warrant Certificate, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Transfer Agent at Xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxxx or to the Company at its office at 0000 Xxxxx Xxxx 0xx Xxxxxx, Xxxxx, Xxxxxxx 00000, Attention: Corporate Secretary, or at such other address for notice set forth as the Company may specify in Section 12 writing to the then registered Holder of the Warrants, and upon payment of the Exercise Price multiplied by the number of Warrant Shares that then issuable upon exercise of the Holder intends to purchase hereunder, Warrants being exercised in lawful money of the manner provided hereunderUnited States of America, all as specified by the Holder of this Warrant Certificate in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the registered Holder of such Warrants, and in such name or names as the such registered Holder may designate, a certificate for the Warrant Shares issuable issued upon such exerciseexercise of such Warrants, which free of restrictive legends other than legends that may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required in the opinion of the Company's counsel in the event at such time there is not an effective Registration Statement as contemplated by the Registration Rights Agreement. Any person so designated to physically surrender this Warrant be named therein shall be deemed to the Company unless all the have become Holder of record of such Warrant Shares have been exercised. Exercises hereunder shall have as of the effect Date of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date Exercise of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofWarrants.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., Indianapolis, Indiana time, at any time and from time to time on or after January 27, 2006 the date that is 120 days following the effectiveness of the registration statement in which the shares underlying this warrant are registered to and including the Expiration Date the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., Indianapolis, Indiana time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)Exercise) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company, as required by such agreement. The Company shall maintain records showing shall, upon request of the number of Holder, if available, use its best efforts to deliver Warrant Shares exercised and hereunder electronically through the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27the date hereof, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., Salt Lake City, Utah time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its office at 00000 00xx Xxxxxx XX, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000, Attention: Chief Financial Officer, or at such other address for notice set forth as the Company may specify in Section 12 writing to the then registered Holder, and upon payment of the Exercise Price or Reduced Exercise Price, if applicable, multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in lawful money of the manner provided hereunderUnited States of America, in cash or by certified or official bank check or checks, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 three (3) business days after the Date of Exercise (as defined herein)Exercise) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a free of restrictive legend legends other than as set forth in Section 7required by applicable law. To effect an exercise hereunderIn lieu of the foregoing cash exercise, the Holder shall not be required to physically surrender this Warrant may elect, by notice to the Company unless all at the Warrant Shares have been exercised. Exercises hereunder time of the surrender of this Warrant, to make a "cashless" exercise whereupon the Holder shall have the effect of lowering be entitled to receive the number of Warrant Shares in an amount equal it is otherwise entitled to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the receive hereunder less a number of Warrant Shares exercised and then having a fair market value equal to the date Exercise Price or Reduced Exercise Price, if applicable, times the percentage of Warrant Shares being acquired at the time of exercise. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10, upon Upon delivery of an executed a duly completed and signed Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 13 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its best efforts to deliver Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., Boston time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., Boston time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 11 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercisedissued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Exercises hereunder In the case of (i) above, the Warrant Shares will bear a Securities Act restrictive legend. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise (as defined in this subsection) of this Warrant. A "Date of Exercise" means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the effect Form of lowering Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares in an amount equal so indicated by the holder hereof to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofpurchased.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., placeCityBoston time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., placeCityBoston time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 11 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except either (i) in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercisedissued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Exercises hereunder In the case of (i) above, the Warrant Shares will bear a Securities Act restrictive legend. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise (as defined in this subsection) of this Warrant. A "Date of Exercise" means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the effect Form of lowering Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares in an amount equal so indicated by the holder hereof to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofpurchased.

Duration and Exercise of Warrants. (a) This Subject to the terms and conditions set forth herein, each Warrant shall be exercisable by the registered Holder exercisable, in whole or in part, on any business day before 5:00 P.M. Business Day (Pacific Timeas defined in Section 29) at any time and from time to time beginning after the related Distribution Date (as defined in Section 29) and ending at 5:00 p.m., New York City time, on the calendar day prior to the one-year anniversary of the Distribution Date or, if not a Business Day, the next subsequent Business Day (such date, the “Expiration Date”); provided, however, that Holders of Warrants will be able to exercise their Warrants only if (i) a shelf registration statement covering the issuance of the Shares to the Holders upon exercise of the Warrants (the “Common Shelf Registration Statement”) is effective under the Securities Act and (ii) the Shares are qualified for sale or after January 27, 2006 exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside. The Company shall use its reasonable best efforts to and including cause the Common Shelf Registration Statement to remain effective until the earlier of (i) such time as all Warrants have been exercised or (ii) the Expiration Date. At The Company shall promptly provide the Warrant Agent with written notice of the Distribution Date and any change in the status of the effectiveness or availability of the Common Shelf Registration Statement. After 5:00 P.M. (Pacific Time) p.m. New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and Warrants will become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10the provisions of this Agreement, upon delivery of an executed Form of Election each Warrant shall entitle the holder thereof to Purchase, together with the grid attached hereto as Annex A duly completed and signed, to purchase from the Company (and the Company shall issue and sell to such holder) one fully paid and nonassessable Share at its address for notice set forth in a price equal to $3.00 per share (as the same may be hereafter adjusted pursuant to Section 12 and upon payment of 12(a), the “Exercise Price”); and (c) The aggregate Exercise Price, or the Exercise Price multiplied by the number of Shares in respect of which any Warrants are being exercised and rounded up to the nearest whole U.S. cent (the “Exercise Amount”), shall be payable in lawful money of the United States of America either by certified or official bank or bank cashiers check payable to the order of the Company, or by wire transfer in immediately available funds of the Exercise Amount to the account of the Warrant Shares Agent to be specified in writing by the Warrant Agent for such purpose from time to time. The Company acknowledges that all funds (the “Funds”) received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services provided under this Agreement shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Xxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any Holder or any other party. The Warrant Agent shall forward funds received for Warrant exercises in a given month by the 5th Business Day of the following month by wire transfer to an account designated by the Company. (d) From and after the related Distribution Date and until 5:00 p.m., New York City time, on the Expiration Date with respect to such Warrant, the Holder intends of a Warrant may exercise such Holder’s right to purchase hereunderShares by: (i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrant to the Warrant Agent with a copy to the Company at the addresses set forth in Section 20 hereof, “Re: Warrant Exercise”, by hand, by overnight courier or by facsimile, received by the Warrant Agent no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the manner provided hereunderform of an election to purchase Shares substantially in the form set forth either (x) in Exhibit B-1 hereto, all as specified properly completed and executed by the Holder Holder; provided that such written notice may only be submitted by Persons who hold Book-Entry Warrants, or (y) in Exhibit B-2 hereto, properly completed and executed by the Holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depositary, by or through Persons that are direct participants in the Form Depositary; (ii) delivering, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date (as defined below) such Warrants to the Warrant Agent by book-entry transfer through the facilities of Election the Depositary, if such Warrants are represented by a Global Warrant Certificate; and (iii) paying the Exercise Amount, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to Purchasethe Settlement Date (as defined below) together with any applicable taxes and governmental charges. The date two Business Days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Agreement as the “Settlement Date.” (e) Any exercise of a Warrant pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender to the Warrant Agent for exercise, as provided above, and, for all purposes under this Agreement, the Person entitled to receive the related Shares upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Shares of record as of the close of business on such date; provided, however, that if, on such date, the transfer books of the Company are closed and the Company has provided notice of such closure to the Holder at least five calendar days prior to the first date of such closure, the Shares issuable upon the exercise of such Warrant being exercised shall be issuable as of the first date on which the transfer books of the Company shall next be open and, until such date, the Company shall promptly have no obligation to deliver such Shares; provided further that, unless otherwise required by law, the Company such not close its transfer books at any one time for a period longer than five calendar days. Subject to Section 7(a) hereof, any Warrant delivered to the Warrant Agent subsequent to 5:00 p.m., New York City time, shall be deemed as exercised on the following day. (but f) The Warrant Agent shall: (i) examine all Warrant Exercise Notices and all other documents delivered to it by or on behalf of holders as contemplated hereunder to ascertain whether or not, on their face, such Warrant Exercise Notices and any such other documents have been executed and completed in accordance with their terms and the terms hereof; (ii) where a Warrant Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrants exists, the Warrant Agent shall attempt in good faith to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (iv) as soon as practicable after receipt of a Warrant Exercise Notice, advise the Company of (i) the receipt of such Warrant Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (ii) the instructions with respect to delivery of the Shares deliverable upon such exercise, subject to timely receipt from the Depositary of the necessary information, and (iii) such other information as the Company shall reasonably require; and (v) subject to Common Stock being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depositary, liaise with the Depositary and endeavor to effect such delivery to the relevant accounts at the Depositary in accordance with its requirements. (g) All questions as to the validity, form and sufficiency (including time of receipt) of a Warrant Exercise Notice will be determined by the Company in its sole discretion, which determination shall be final and binding. The Warrant Agent shall incur no event later than 5 business days liability for or in respect of such determination by the Company. The Company reserves the right to reject any and all Warrant Exercise Notices not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful. Such determination by the Company shall be final and binding on the Holders, absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise of Warrants or defects in Warrant Exercise Notices with regard to any particular exercise of Warrants. Neither the Company nor the Warrant Agent shall be under any duty to give notice to the Holders of the Warrants of any irregularities in any exercise of Warrants, nor shall it incur any liability for the failure to give such notice. (h) As soon as practicable after the Date exercise of Exercise (any Warrant as defined hereinset forth in Section 7(d)) issue , the Company shall issue, or otherwise deliver, or cause to be issued and cause to be delivered or delivered, in authorized denominations to or upon the written order of the Holder of the Warrants, either: (i) if such Holder holds the Warrants being exercised through the Depositary’s book-entry transfer facilities, by same-day or next-day credit to the Depositary for the account of such Holder or for the account of a participant in the Depositary the number of Shares to which such Holder is entitled, in each case registered in such name and delivered to such account as directed in the Warrant Exercise Notice by such Holder or by the direct participant in the Depositary through which such Holder is acting, or (ii) if such Holder holds the Warrants being exercised in the form of Book-Entry Warrants, a book-entry interest in the Shares registered on the books of the Company’s transfer agent or, at the Company’s option, by delivery to the address designated by such Holder in its Warrant Exercise Notice of a physical certificate representing the number of Shares to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If less than all of the Holder may designateWarrants evidenced by a Global Warrant Certificate surrendered upon the exercise of Warrants are exercised at any time prior to the date of expiration for the Warrants, a certificate new Global Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Global Warrant Shares issuable upon such exerciseCertificate so surrendered, which may bear a restrictive legend as set forth in and the Warrant Agent is hereby authorized to countersign the required new Global Warrant Certificate or Certificates pursuant to the provisions of Section 6 and this Section 7. To effect an . (i) Upon the exercise hereunderof any Warrant, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing instruct the number Warrant Agent to record cost basis for newly issued Shares as reasonably determined by the Company prior to processing. In the absence of basis information provided by the Company, securities will be recorded by the Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofAgent as noncovered.

Duration and Exercise of Warrants. The Warrants shall expire at (a) This Warrant 5:00 p.m. New York City Time (the "Close of Business") on January 3, 1999 or (b) the Close of Business on such later date as shall be determined in the sole discretion of the Company in a written statement to the Warrant Agent and with notice to registered holders of Warrants in the manner provided for in Section 15 (such date of expiration being hereinafter referred to as the "Expiration Date"). The Warrants shall not be exercisable by prior to the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27, 2006 to and including the Expiration Restricted Period Termination Date. At 5:00 P.M. (Pacific Time) such time as the Warrants become exercisable, and thereafter until the Close of Business on the Expiration Date, the portion Warrants may be exercised on any business day. After the Close of this Warrant not exercised prior thereto shall expire and Business on the Expiration Date, the Warrants will become void and of no value. Prior Subject to the Expiration Dateprovisions of this Agreement, including Section 13, each Warrant shall entitle the holder thereof to purchase from the Company (and the Company shall issue and sell to such holder of a Warrant) one fully paid and nonassessable Share at the price of $21.9450 (U.S.) (such price, as may not call or otherwise redeem this Warrant. (b) Subject be adjusted from time to time as provided in Section 1013, upon delivery being the "Exercise Price"). The holder of an executed Form of Election a Warrant shall exercise such holder's right to Purchase, together purchase Shares by depositing with the grid attached hereto as Annex A Warrant Agent at a Warrant Agent Office the Warrant Certificate evidencing such Warrant, with the form of election to purchase on the reverse thereof duly completed and signedsigned by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature (if not signed by or on behalf of an original holder of Warrants or a Permitted Transferee) to be guaranteed in the manner described in Section 6 hereof, and paying to the Company at its address for notice set forth Warrant Agent in Section 12 and upon payment lawful money of the United States of America by wire transfer of immediately available funds or by certified check or official bank check an amount equal to the Exercise Price multiplied by the number of Shares in respect of which such Warrants are being exercised. Subject to Section 9, upon such surrender of a Warrant Shares that Certificate and payment of the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to PurchaseExercise Price, the Company Warrant Agent shall promptly requisition from the Company's Class A Common Stock transfer agent (but in no event later than 5 business days after the Date of Exercise (as defined herein)"Transfer Agent") issue or cause to be issued for issuance and cause to be delivered delivery to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the registered holder of The Warrant Shares issuable upon such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, the Holder Agent shall not be required to physically surrender this Warrant account promptly to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal with respect to Warrants exercised and concurrently pay or deliver to the applicable exercise, which shall be evidenced Company all moneys and other consideration received by entries set forth on it upon the attached Annex A. The Holder and purchase of Shares through the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofWarrants.

Duration and Exercise of Warrants. (a) This Warrant The Warrants shall be exercisable by the registered Holder thereof on any business day before 5:00 P.M. (Pacific Time) at any time and from time to time Business Day on or after January 27, 2006 the Closing Date and prior to and including the Expiration Date. At 5:00 P.M. (Pacific Time) close of business on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10the provisions of this Warrant Agreement, the Holder of each Warrant shall have the right to purchase from the Company (and the Company shall issue and sell to such Holder of a Warrant) one fully paid and nonassessable share of Common Stock per Warrant held upon delivery (i) surrender of an executed Form of Election to Purchasethe Warrant Certificate evidencing such Warrant, together with a purchase form substantially in the grid form attached hereto as Annex A Exhibit C duly completed filled in and signed, to the Company at its principal office or at such other address for notice set forth as the Company may specify in Section 12 writing to the then registered Holders, and upon (ii) payment of the Exercise Price. Payment of the Warrant Price multiplied shall be made at the option of the Holder by (i) cash or certified or official bank check, (ii) by surrendering additional Warrants or shares of Common Stock for cancellation to the number extent the Company may lawfully accept shares of Common Stock, with the value of such shares of Common Stock for such purpose to equal the average Current Market Price of the Common Stock during the 10 Trading Days immediately preceding the date of surrender and the value of the Warrants to equal the difference between the aggregate value of the Warrant Shares that issuable on the exercise of such Warrants, calculated as set forth in this clause 7(b)(ii), and the Exercise Price, or (iii) any combination thereof, duly endorsed by or accompanied by appropriate instruments of transfer duly executed by Holder intends to purchase hereunder, or by Holder's attorney duly authorized in writing. (c) Upon such surrender of the manner provided hereunder, all as specified by Warrant Certificate evidencing any Warrants and payment of the Holder in the Form of Election to PurchaseExercise Price, the Company shall shall, as promptly (but as practicable, and in no any event later than 5 business days after the Date of Exercise (as defined herein)) within five Business Days thereafter, issue or cause to be issued and cause to be delivered to to, or upon the written order of of, the Holder of such Warrants and in such name or names as the such Holder may designate, a certificate for the Warrant Shares issuable issued upon such exercise, which may bear a restrictive legend as set forth in Section 7exercise of such Warrants. To effect an exercise hereunder, Any Person(s) so designated to be named therein shall be deemed to have become the Holder shall not be required to physically surrender this Warrant to the Company unless all of record of the Warrant Shares have been exercisedas of the Date of Exercise of such Warrants. Exercises hereunder The stock certificate or certificates so delivered shall have be, to the effect of lowering the extent possible, in such denomination or denominations as such Holder shall request. (d) The Warrants evidenced by a Warrant Certificate are exercisable, from time to time, either in whole or in part for any number of Warrant Shares in an amount equal to as are evidenced by the applicable exerciseWarrant Certificate. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised at any time, which a new Warrant Certificate or Certificates shall be issued as promptly as practicable (and in any event within five Business Days), at the Company's expense, for the remaining number of Warrants evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of such Warrant Shares exercised and the date of such exercisesCertificate. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable All Warrant Certificates surrendered upon exercise of this Warrant may Warrants shall be less than the amount stated on the face hereofcancelled.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., Salt Lake City, Utah time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., Salt Lake City, Utah time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Sections 2(b), 4 and 8, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 10 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 10 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933 as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, the number of shares issuable upon exercise of this use its reasonable efforts to deliver Warrant may be less than the amount stated on the face hereof.Shares hereunder

Duration and Exercise of Warrants. (a) This The Warrants evidenced by a Warrant Certificate shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time and from time to time in whole or in part by the Holder thereof on or any Business Day after January 27, 2006 to and including the Expiration Effective Date. At 5:00 P.M. (Pacific Time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10the provisions of this Agreement, upon delivery presentation of an executed Form of Election the one or more Warrant Certificates evidencing the Warrants to Purchasebe exercised by a Holder, together with the grid attached hereto as Annex A form of election to purchase on the reverse thereof duly completed and signed, to the Company Issuer at its address for notice set forth in Section 12 the Warrant Office, and upon payment of the aggregate Exercise Price multiplied by for the number of Warrant Shares that in respect of which such Warrants are being exercised in lawful money of the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form United States of Election to PurchaseAmerica, the Company Issuer shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the such Holder of such Warrants and in such name or names as the such Holder may designate, a certificate for the fully paid and nonassessable Warrant Shares issuable upon such exerciseexercise of such Warrants. Any Person(s) so designated to be named therein shall be deemed to have become holder(s) of record of such Warrant Shares as of the date of exercise of such Warrants. Notwith- standing anything to the contrary contained herein, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunderlieu of payment of the applicable Exercise Price, the Holder shall not be required may elect to physically surrender this Warrant return to the Company unless all Warrants having an aggregate fair market value equal to the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering applicable Exercise Price for the number of Warrant Shares in an amount equal to respect of which Warrants are being exercised. (c) If less than all of the applicable exerciseWarrants evidenced by a Warrant Certificate are exercised at any time, which a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by entries such Warrant Certificate. Each new Warrant Certificate so issued shall bear the legend set forth on in Section 14(b) if the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of Certificate presented in connection with partial exercise thereof bore such exerciseslegend. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. (d) Notwithstanding any other provision of this Agreement, the Initial Holder or any Affiliated Transferee of the Initial Holder of Warrants may exercise Warrants solely to the extent such exercise would not result in the Initial Holder or such Affiliated Transferee of the Initial Holder holding, directly or indirectly, in excess of 4.99% of any class of the outstanding Common Stock (or voting stock) of the Issuer, except for an exercise in connection with (i) a widely dispersed public offering of the Warrant may be less Shares or (ii) a private placement or sale, including pursuant to Rule 144A under the Securities Act, so long as the transferee and its affiliates do not collectively acquire from such Initial Holder or such Affiliated Transferee of the Initial Holder more than 2% of the amount stated on Common Stock or voting stock of the face hereofIssuer pursuant to such transfer.

Duration and Exercise of Warrants. (a) This Warrant 6.1 The Warrants shall be exercisable in whole or in part by the registered Warrant Holder on any business day Business Day after the Closing Date and on or before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27P.M., 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) Chicago, Illinois time, on the Expiration Date, . 6.2 Subject to the portion provisions of this Warrant not Agreement, the Warrants may be exercised prior thereto shall expire and become void and of no value. Prior by the Warrant Holder by the surrender to the Expiration DateIssuer at the Warrant Office of the Warrant Certificate evidencing the Warrants to be exercised, with the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon delivery of an executed Form of Election to Purchase, together with the grid Purchase (Annex 1 to applicable Warrant Certificate) attached hereto as Annex A thereto duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the aggregate Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in respect of which such Warrants are being exercised. The Exercise Price shall be paid, at the option of the Warrant Holder, (a) in lawful money of the United States of America, (b) by surrender of one or more Notes or a portion thereof having an amount outstanding principal balance equal to the applicable exerciseExercise Price (with concurrent issuance of a replacement note reflecting the remaining principal balance and accrued but unpaid interest thereon), which shall be evidenced and/or (c) by entries set forth on surrender to the attached Annex A. The Issuer of shares of Common Stock then owned by the Warrant Holder and valued for purposes hereof at Fair Market Value at the Company time of exercise. In lieu of exercising Warrants pursuant to the immediately preceding sentence, the Warrant Holder shall maintain records showing have the right to require the Issuer to convert the Warrants, in whole or in part and at any time or times (the "CONVERSION RIGHT"), into Warrant Shares, as follows: upon exercise of the Conversion Right, the Issuer shall deliver to the Warrant Holder (without payment by the Warrant Holder of any Exercise Price) that number of Warrant Shares exercised and equal to the date of such exercises. The Holder and any assignee, quotient obtained by acceptance of this Warrant, acknowledge and agree that, by reason dividing: (a) THE DIFFERENCE OF: (i) the aggregate Fair Market Value immediately prior to the exercise of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares Conversion Right for all Warrant Shares issuable upon exercise of this the portion of the Warrants being converted, LESS (ii) the aggregate Exercise Price for all such Warrant may be less than Shares immediately prior to the amount stated on exercise of the face hereofConversion Right, BY (b) the Fair Market Value of one (1) share of Common Stock immediately prior to the exercise of the Conversion Right.

Duration and Exercise of Warrants. (a) This A Warrant evidenced by a Warrant Certificate shall be exercisable in whole or in part by the registered Holder holder thereof on any business day Business Day after the Closing Date and on or before 5:00 P.M. (Pacific Time) p.m., New York time, on the Warrant Expiration Date with respect to such Warrant, provided that, at any time and from time to time on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) on the Expiration Dategiven time, the portion registered holder(s) of this Warrant not exercised prior thereto the Warrants shall expire and become void and be required to exercise the Warrants in an aggregate amount of no value. Prior to the Expiration Dateat least 20,000 Warrants (or if less than an aggregate of 20,000 Warrants are outstanding, the Company may not call or otherwise redeem this Warrantremainder of the Warrants then outstanding). (b) Subject to Section 10the provisions of this Warrant Agreement, upon delivery the Warrants evidenced by a Warrant Certificate may be exercised by the registered holder thereof by the surrender of an executed Form of Election the Warrant Certificate evidencing the Warrants to Purchasebe exercised, together with the grid form of election to purchase on the reverse thereof or attached hereto as Annex A thereto duly completed and signed, to the Company Issuer at its address for notice set forth in Section 12 the Warrant Office, and upon payment of the aggregate Exercise Price multiplied by for the number of Warrant Shares in respect of which such Warrants are being exercised in lawful money of the United States of America and/or by surrender to the Issuer of shares of Common Stock then owned by the Warrant Holder and valued for purposes hereof at their Current Market Price Per Share at the time of exercise. In lieu of exercising Warrants pursuant to the immediately preceding sentence, the Warrant Holder shall have the right to require the Issuer to convert the Warrants, in whole or in part and at any time or times (the "Conversion Right"), into Warrant Shares, by surrendering to the Issuer the Warrant Certificate evidencing the Warrants to be converted, accompanied by the form of conversion notice on the reverse thereof or attached thereto which has been duly completed and signed. Upon exercise of the Conversion Right, the Issuer shall deliver to the Warrant Holder (without payment by the Warrant Holder of any Exercise Price) that number of Warrant Shares which is equal to the Holder intends quotient obtained by dividing (x) the value of the number of Warrants being converted at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price for all such Warrants immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of such Warrants immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to Section 12, including without limitation any adjustments which would be made pursuant to subdivision (7) of subsection 12(c) upon exercise of the Warrants being converted) by (y) the Current Market Price Per Share of one share of Common Stock (or the number of shares of Common Stock into which one share of Convertible Preferred Stock can be converted if the Warrants are being converted into Convertible Preferred Stock) immediately prior to the exercise of the Conversion Right. Any references in this Warrant Agreement to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deemed to include (without limitation) any exercise of the Conversion Right. Any exercise of a Warrant hereunder may be made subject to the satisfaction of one or more conditions (including, without limitation, the consummation of a sale of the capital stock of the Issuer or a merger or other business combination involving the Issuer) which are set forth in a writing which is made a part of or is appended to the aforementioned form of election to purchase or conversion notice (as the case may be) by the Warrant Holder. (c) Upon exercise of any Warrants hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company Issuer shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder registered holders of such Warrants and in such name or names as the Holder such registered holders may designate, a certificate for the Warrant Share or Warrant Shares issuable issued upon such exerciseexercise of such Warrants. Any Persons so designated to be named therein shall be deemed to have become holders of record of such Warrant Share or Warrant Shares as of the date of exercise of such Warrants. (d) If less than all of the Warrants evidenced by a Warrant Certificate are exercised at any time, which may a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by such Warrant Certificate. Each new Warrant Certificate so issued shall bear a restrictive the legend as set forth in Section 7subsection 14(b) if the Warrant Certificate presented in connection with partial exercise thereof bore such legend unless the transfer restrictions referred to in such legend are no longer applicable pursuant to subsection 14(d). To effect an All Warrant Certificates surrendered upon exercise hereunderof Warrants shall be canceled. (e) At the election of a Warrant Holder made at the time of exercise, the Warrant Shares to be issued upon such exercise may be either Common Stock or Convertible Preferred Stock (or a combination thereof), provided that the Warrant Holder shall not be required have the right to physically surrender this Warrant have issued to it upon exercise Common Stock which, when aggregated with all other shares of Common Stock (other than shares of Non-Attributable Stock) currently or previously held by or currently issuable without restriction to the Company Warrant Holder, will exceed 4.99% of the then outstanding Common Stock unless all such Warrant Holder certifies that such Warrants have previously been transferred either (i) in a widely dispersed public offering of the Warrants, or (ii) in a private placement in which no purchaser, individually or in concert with others, would have acquired more than 2% of the outstanding Common Stock if the Warrants so transferred had been exercised for Common Stock, or (iii) in compliance with Rule 144 (or any rule which is a successor thereto) of the Securities Act, or (iv) into the secondary market in a market transaction executed through a registered broker-dealer in blocks of no more than 2.0% of the shares outstanding of the Issuer in any six-month period; provided further that if the Warrant Shares have been exercisedHolder is a bank or an Affiliate of a bank subject to the provisions of the Bank Holding Company Act of 1956, as amended, such Common Stock, together with all other shares of Common Stock currently or previously held by or current issuable without restriction to such Warrant Holder and its Affiliates (not including Non-Attributable Stock), will not exceed 4.99% of the then outstanding Common Stock. Exercises hereunder In the event two or more Warrant Holders attempt to exercise Warrants for Common Stock simultaneously and, if permitted, such exercises would cause the 4.99% limitation to be exceeded, then the Issuer shall have notify the effect Warrant Holders who had attempted to exercise Warrants for Common Stock and each such Warrant Holder shall be entitled to exercise for Common Stock only such number of lowering Warrants as shall equal the product of (i) the number of Warrants the Warrant Shares in an amount equal Holder sought to exercise for Common Stock times (ii) a fraction, the applicable exercise, numerator of which shall is the maximum number of Warrants which may be evidenced by entries set forth on exercised for Common Stock without exceeding the attached Annex A. The Holder 4.99% limitation and the Company shall maintain records showing denominator of which is the maximum number of Warrants sought to be exercised for Common Stock by such Warrant Shares exercised and Holders. (f) Notwithstanding the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the foregoing provisions of this paragraphSection 6, following exercise in no event shall any Warrant be exercisable for shares of a portion Common Stock or Convertible Preferred Stock which, when aggregated with all other capital stock of this Warrantthe Issuer (other than shares of Non-Attributable Stock) currently held or previously held by or currently issuable without restriction to Lender or its Affiliates, would, upon issuance, represent in excess of 24.99% of the number Equity of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofIssuer unless such shares, when issued, would constitute Non-Attributable Stock.

Duration and Exercise of Warrants. (a) This Warrant The Warrants shall be exercisable by the registered Holder on any business day before expire at 5:00 P.M. (Pacific Time) at any time and from time to p.m., New York City time on or after January 2716, 2006 to and including 2010 (such date, the “Expiration Date”). At 5:00 P.M. (Pacific Time) on On the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and Warrants will become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to the provisions of this Agreement, including Section 1014, upon delivery each Warrant shall entitle the holder thereof to purchase from the Company (and the Company shall issue and sell to such holder) one fully paid and nonassessable Share at a price equal to $7.50 per share (subject to the following sentence and as the same may be hereafter adjusted pursuant to Section 14, the “Exercise Price”). Notwithstanding any other provision hereof, in the event that the Rights Shares (as defined in the Plan) are offered for sale in the Rights Offering (as defined in the Plan) at a price per share equal to less than $5.00 (such lower price, the “Rights Offering Price”), then the Exercise Price shall be reduced, effective as of an executed Form of Election to Purchase, together with the grid attached hereto Effective Date (as Annex A duly completed and signeddefined in the Plan), to an amount equal to 150% of the Company Rights Offering Price. (c) From and after the Effective Date under, and as defined in, the Plan and until 5:00 p.m., New York City time, on the Expiration Date with respect to such Warrant, the Holder of a Warrant may exercise such Holder’s right to purchase Shares by (i) providing written notice of such election (“Warrant Exercise Notice”) to exercise the Warrant to the Warrant Agent at its the address for notice set forth in Section 12 and upon payment 20(b) hereof, “Re: XO Communications, Inc. Warrant Exercise”, by hand or by facsimile, no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Shares of Common Stock of the Company substantially in the form set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the Holder; provided that such written notice may only be submitted by persons who hold Definitive Warrant Certificates, or (y) in Exhibit B-2 hereto, properly completed and executed by the Holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depositary, by or through persons that are direct participants in the Depositary; (ii) delivering, either (x) no later than 5:00 p.m., New York City time, on the business day immediately prior to the Settlement Date, as defined below, such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depositary or (y) no later than 5:00 p.m., New York City time, on the business day immediately prior to the Settlement Date, the Warrant Certificates evidencing such Warrants to the Warrant Agent if Definitive Warrant Certificates have been issued and delivered pursuant to Section 3; and (iii) paying the applicable Exercise Price multiplied by the number of Shares in respect of which such Warrants are being exercised (the “Exercise Amount”), together with any applicable taxes and governmental charges. The date three business days after a Warrant Shares that Exercise Notice is delivered is referred to for all purposes under this Agreement as the “Settlement Date”. (d) The Exercise Amount shall be payable in lawful money of the United States of America by wire transfer in immediately available funds of the Exercise Amount to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose or by delivery of a certified check in immediately available funds of the Exercise Amount to the Warrant Agent at its corporate office, in each case no later than 5:00 p.m., New York City time, on the business day immediately prior to the Settlement Date. (e) Any exercise of a Warrant pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder intends and the Company, enforceable in accordance with its terms. (f) The Warrant Agent shall notify the Depositary of (x) the Warrant Agent’s account at the Depositary to purchase hereunder, in which the manner provided hereunder, all as specified Warrants must be delivered by the Holder in business day immediately prior to the Form Settlement Date for those Warrants to be exercised through the book-entry facilities of Election the Depositary and (y) the address, phone number and facsimile number where holders of the Warrants can contact the Warrant Agent to Purchasewhich Warrant Exercise Notices are to be submitted. (g) Promptly following delivery of Warrants to a Holder, the Company shall promptly notify such Holder (but through the clearing system) of (i) the Warrant Agent’s account at the Depositary to which holders must deliver Warrants on the business day immediately prior to the Settlement Date, (ii) the Warrant exercise procedures of the Depositary and (iii) the address, telephone number and facsimile number where Holders can contact the Warrant Agent and to which Holders must submit Warrant Exercise Notices if they decide to exercise their Warrants. At such time, the Company shall also provide then Holders with a Warrant Exercise Notice and the pertinent instructions as to how to exercise their Warrants. (h) The Warrant Agent shall: (i) examine all Warrant Exercise Notices and all other documents delivered to it by or on behalf of holders as contemplated by the Warrant Certificates to ascertain whether, on their face, such Warrant Exercise Notices and any such other documents have been executed and completed in accordance with their terms and the terms of the Warrant Certificates; (ii) determine whether the exercising Warrant Holder has delivered the related Warrants to the Warrant Agent’s account at the Depositary. In each case where a Warrant Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrants exists, the Warrant Agent shall endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled. (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (iv) advise the Company no event later than 5 one business days day after receipt of a Warrant Exercise Notice, of (i) the receipt of such Warrant Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (ii) the instructions with respect to delivery of the shares of Common Stock of the Company deliverable upon such exercise, subject to timely receipt from the Depositary of the necessary information, and (iii) such other information as the Company shall reasonably require; (v) notify, by such time as necessary to ensure a prompt closing, the Depositary, with a copy to the Company, each account at the Depositary to be credited with Common Stock and the amount thereof to be credited to each such account; and (vi) subject to Common Stock being made available to the Warrant Agent by or on behalf of the Company for delivery to accounts within the Depositary, liaise with the Depositary and endeavor to effect such delivery to the relevant accounts at the Depositary in accordance with its requirements. (i) As soon as practicable after the Date exercise of Exercise (as defined herein)) issue any Warrant, the Company shall issue, or cause to be issued and cause to be delivered otherwise deliver, in authorized denominations to or upon the written order of the Holder of the Warrant Certificates evidencing such Warrants, either (i) if such Holder holds the Warrants being exercised through the Depositary’s book-entry transfer facilities, by same-day credit to such Holder’s account at the Depositary or to the account of a participant in the Depositary the number of Shares to which such Holder is entitled, in each case registered in such name and delivered to such account as directed in the Warrant Exercise Notice by such Holder or by the direct participant in the Depositary through which such Holder is acting, or (ii) if such Holder holds the Warrants being exercised in the form of Definitive Warrant Certificates, by delivery to the address designated by such Holder in its Warrant Exercise Notice of a physical certificate representing the number of Shares to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If less than all of the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be Warrants evidenced by entries set forth on a Warrant Certificate surrendered upon the attached Annex A. The Holder and the Company shall maintain records showing the number exercise of Warrant Shares Warrants are exercised and at any time prior to the date of such exercises. The Holder expiration for the Warrants , a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered, and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Warrant Agent is hereby authorized to countersign the required new Warrant Certificate or Certificates pursuant to the provisions of Section 6 and this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofSection 7.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10, upon Upon delivery of an executed a duly completed and signed Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 11 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its best efforts to deliver Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall The Warrants may be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) exercised at any time and commencing from time the date of the closing of the Offering, but prior to time redemption, until 5:00 p.m., Eastern Time on or after January 27October 1, 2006 to and including 2001 (the "Expiration Date"), at which time all rights evidenced by the Warrants shall cease and the Warrants shall become void. At 5:00 P.M. (Pacific Time) on Subject to the Expiration Dateprovisions of this Agreement, the portion holder of this each Warrant not exercised prior thereto shall expire and become void and of no value. Prior have the right to the Expiration Date, purchase from the Company may not call or otherwise redeem this (and the Company shall issue and sell to such holder of a Warrant. ) one fully paid and non-assessable share of Common Stock at an exercise price of $2.00 per share (bthe "Exercise Price") Subject (subject to adjustment as provided in Section 10, 9) upon delivery surrender of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed and signed, Warrants to the Company at its address for notice set forth the principal office of the Warrant Agent in Section 12 New York, New York with the form of Notice of Exercise appearing as the last page thereof duly filled in and signed, and upon payment of the Exercise Price multiplied in lawful money of the United States of America to the Warrant Agent for the account of the Company. No adjustment shall be made for any dividends on any share of Common Stock issuable on the exercise of a Warrant. The Exercise Price payable upon exercise of Warrants may, at the option of the Warrant holder, be paid by check or bank draft made payable to the number order of the Company. Subject to Sections 6 and 11, upon such surrender of a Warrant Shares that and payment of the Holder intends to purchase hereunderExercise Price (and if the Exercise Price is paid by check other than a certified or bank cashier's check, in upon collection of the manner provided hereunder, all as specified by the Holder in the Form proceeds of Election to Purchase, such check) the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be registered, countersigned and delivered to or upon the written order of the Holder registered holder of such Warrant and in such name or names as the Holder may designateduly be designated, a certificate for the shares of Common Stock being issued pursuant to the Warrant Shares issuable upon such exercise, which may bear a restrictive legend then being exercised (as set forth adjusted as provided in Section 79). To effect an exercise hereunderSuch certificate shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such share or shares of Common Stock, as of the date of the surrender of such Warrant and payment of the Exercise Price; provided, however, that if, at the date of surrender of such Warrant and payment of such Exercise Price, the Holder transfer books for the Common Stock shall be closed, the certificate for such share of shares of Common Stock shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such share or shares; provided, further, that such books, unless otherwise required by law, shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and closed at any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of one time for a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less period longer than the amount stated on the face hereoftwenty (20) calendar days.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., Boston time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., Boston time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder, which consent shall be given or withheld at the sole and absolute discretion of the Holder. (b) Subject to Section 102(b), upon delivery Section 6 and Section 10 hereof, upon: (x) surrender of an executed this Warrant, together with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 11 hereof; and upon (y) payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 five (5) business days after the Date of Exercise (as defined hereinbelow)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names name(s) as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear exercise and free of restrictive legends unless (i) a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act then the Warrant Shares will bear a Securities Act restrictive legend, or (ii) this Warrant shall have been exercisedissued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Exercises hereunder Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. A “Date of Exercise” means the date on which the Company shall have received (I) this Warrant (or any New Warrant, as applicable), together with the effect Form of lowering Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed; and (II) payment of the Exercise Price for the number of Warrant Shares in an amount equal so indicated by the holder hereof to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofpurchased.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 5:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 5:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10, upon Upon delivery of an executed the Form of Election to PurchasePurchase which is attached hereto, together with the grid attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its best efforts to deliver Vesting Warrant Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 5:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 5:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon Upon delivery of an executed a duly completed and signed Form of Election to Purchase, together with Purchase attached hereto (and the grid Warrant Exercise Log attached hereto as Annex A A) duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its best efforts to deliver Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date, provided, however, that the minimum number of Warrant Shares as to which this Warrant is being exercised shall not be less than 50,000 Warrant Shares. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or or, if not in violation of applicable law, upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (in the case of each of the transfer and the issuance) (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares have been exercised. Exercises hereunder shall have and naming the effect of lowering Holder as a selling stockholder thereunder is not then effective or the number of Warrant Shares in an amount equal are not freely transferable without volume restrictions pursuant to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.Rule 144(k)

Duration and Exercise of Warrants. (a) This The Warrants evidenced by a Warrant Certificate shall be exercisable in whole or in part by the registered Holder holder thereof on any business day before 5:00 P.M. (Pacific Time) Business Day at any time and from time to time on or after January 27the date hereof and prior to 5:00 p.m., 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) local time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10the provisions of this Warrant Agreement, upon delivery presentation of an executed Form of Election the Warrant Certificate evidencing the Warrants to Purchasebe exercised, together with the grid attached hereto as Annex A form of election to purchase on the reverse thereof duly completed and signedsigned by the registered holder or holders thereof, to the Company Issuer at its address for notice set forth in Section 12 the Warrant Office, and upon payment of the aggregate Exercise Price multiplied by for the number of Warrant Shares that in respect of which such Warrants are being exercised in lawful money of the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form United States of Election to PurchaseAmerica, the Company Issuer shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder registered holder(s) of such Warrants and in such name or names as the Holder such registered holder(s) may designate, a certificate for the Warrant Share or Warrant Shares issuable issued upon such exercise, which may bear a restrictive legend exercise of such Warrants. Any Person(s) so designated to be named therein shall be deemed to have become holder(s) of record of such Warrant Share or Warrant Shares as of the date of exercise of such Warrants. Except as set forth in Sections 14(b) and (c), each Warrant Share shall bear the legend set forth in Section 714(b). To effect an exercise hereunderPayment of the aggregate Exercise Price may be made with respect to each Warrant Share, at the Holder shall not be required to physically surrender this Warrant option of the Holder: (i) by cash, certified or bank cashier's check or wire transfer; (ii) pursuant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares Net Conversion Right described in an amount equal Section 6(c); (iii) by surrendering to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, Issuer the number of shares of Common Stock which is equal to (A) such aggregate Exercise Price divided by (B) the Current Market Price per Share of one share of Common Stock, determined as of the last Business Day prior to the date of exercise of this Warrant; or (iv) any combination of the foregoing. (i) The Holder shall have the right to require the Issuer to convert the Warrants as provided in this Section 6(c) into Common Stock (the "Net Conversion Right"). Upon exercise of the Net Conversion Right, the Issuer shall deliver to the Holder (without payment by the Holder of any Exercise Price or of any other cash or consideration) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the value of the Warrants at the time the Net Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Net Conversion Right from the aggregate Current Market Price per Share of the shares of Common Stock issuable upon exercise of this Warrant immediately prior to the exercise of the Net Conversion Right) by (y) the Current Market Price per Share immediately prior to the exercise of the Net Conversion Right. (ii) The Net Conversion Right may be less than exercised by the amount stated on Holder by the face hereof.surrender of the Warrants at the Warrant Office together with a written statement specifying that the Holder thereby intends to exercise the Net Conversion Right. Certificates for the shares of Common Stock issuable upon exercise of the Net Conversion Right shall be delivered to the Holder within five

Duration and Exercise of Warrants. (a) This The Warrants evidenced by a Warrant Certificate shall be exercisable in whole or in part by the registered Holder holder thereof on any business day before 5:00 P.M. (Pacific Time) at any time Business Day after the Closing Date and from time to time on or after January 27, 2006 to and including before the Expiration Date. At 5:00 P.M. (Pacific Time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10the provisions of this Agreement, upon delivery the Warrants evidenced by a Warrant Certificate may be exercised by the registered holder thereof by the surrender of an executed Form of Election the Warrant Certificate evidencing the Warrants to Purchasebe exercised, together with the grid form of election to purchase on the reverse thereof or attached hereto as Annex A thereto duly completed and signed, to the Company at its address for notice set forth in Section 12 the Warrant Office, and upon payment of the aggregate Exercise Price multiplied by for the number of Warrant Shares that in respect of which such Warrants are being exercised in lawful money of the United States of America and/or by surrender to the Company of shares of Common Stock then owned by the Warrant Holder intends and valued for purposes hereof at their Current Market Price Per Share at the time of exercise. In lieu of exercising Warrants pursuant to purchase hereunderthe immediately preceding sentence, the Warrant Holder shall have the right to require the Company to convert the Warrants, in whole or in part and at any time or times (the manner provided hereunder"Conversion Right"), all as specified into Warrant Shares, by surrendering to the Company the Warrant Certificate evidencing the Warrants to be converted, accompanied by the Holder in form of conversion notice on the Form reverse thereof or attached thereto which has been duly completed and signed. Upon exercise of Election to Purchasethe Conversion Right, the (c) Upon exercise of any Warrants hereunder, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder registered holders of such Warrants and in such name or names as the Holder such registered holders may designate, a certificate for the Warrant Shares issued upon such exercise of such Warrants. Any Persons so designated to be named therein shall be deemed to have become holders of record of such Warrant Shares as of the date of exercise of such Warrants. (d) Warrants shall be deemed to have been exercised or converted immediately prior to the close of business on the date of its surrender for exercise or conversion as provided herein, and the Person entitled to receive the Warrant Shares issuable upon such exerciseexercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. (e) If less than all of the Warrants evidenced by a Warrant Certificate are exercised at any time, which may a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by such Warrant Certificate. Each new Warrant Certificate so issued shall bear a restrictive the legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all 13(b) if the Warrant Shares have been exercisedCertificate presented in connection with partial exercise thereof bore such legend, unless the transfer restrictions referred to in such legend are no longer applicable pursuant to Section 13(d). Exercises hereunder shall have the effect of lowering the number of All Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable Certificates surrendered upon exercise of this Warrant may Warrants shall be less than the amount stated on the face hereofcanceled.

Duration and Exercise of Warrants. The Warrants shall expire at 5:00 p.m., prevailing local time in Pittsburgh, PA on _______ __, ____(a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27, 2006 to and including the "Expiration Date. At 5:00 P.M. (Pacific Time) on the Expiration Date"), the portion of this Warrant not exercised prior thereto shall expire and become after such time unexercised Warrants will be wholly void and of no value. Prior Each Warrant may be exercised on any business day on or prior to the Expiration Date. Subject to the provisions of this Agreement, the holder of each Warrant shall have the right to purchase from the Company may not call or otherwise redeem this Warrant. (b) Subject and the Company shall as soon as practicable, subject to Section 108(g), issue and sell to such holder) one fully paid and nonassessable Share at the exercise price (the "Exercise Price") at the time in effect hereunder, upon delivery surrender at an office or agency maintained by the Company for such purpose of an executed the Warrant Certificate evidencing such Warrant, with the Form of Election to Purchase, together Exercise on the reverse thereof properly completed and executed by the holder or his duly authorized attorney with the grid attached hereto as Annex A duly completed and signedsignature thereon guaranteed by a bank or trust company having an office or correspondent in the United States or by a broker or dealer that is a member of a registered securities exchange or the National Association of Securities Dealers, to the Company at its address for notice set forth in Section 12 Inc., and upon payment of the Exercise Price multiplied in lawful money of the United States of America in 7 cash or by certified or cashier's check payable to the order of the Company. The Exercise Price, as of the initial issuance of the Warrants, shall be $ per Share. The Exercise Price, the number of Shares, and the kind of securities or other property purchasable upon exercise of a Warrant Shares that shall be subject to adjustment as provided in Section 8. Subject to Section 7, (a) upon such surrender of a Warrant Certificate and payment of the Holder intends to purchase Exercise Price at the time in effect hereunder, in the manner provided hereunderWarrant Agent shall deliver the Warrant Certificate to the transfer agent for the Shares, all as specified by the Holder in the Form of Election to Purchase, the Company and said transfer agent shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder registered holder of such Warrant Certificate and in such name or names as the Holder such registered holder may designate, a certificate for the Warrant Share or Shares issuable upon the exercise of the Warrant or Warrants evidenced by such exerciseWarrant Certificate, which may bear and (b) such certificate shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of such Share or Shares as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a restrictive legend Warrant Certificate shall be exercisable, at the election of the registered holder thereof, either as set forth in Section 7an entirety or from time to time for part only (consisting of whole Warrants evidenced by the Warrant Certificate). To effect an In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise hereunderof Warrants are exercised, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder Agent and the Company shall maintain records showing cause a new Warrant Certificate or Certificates to be issued for the remaining number of Warrants evidenced by the Warrant Shares exercised and the date of such exercisesCertificate so surrendered. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable Warrant Agent shall cancel all Warrant Certificates surrendered upon exercise of this Warrants. The Warrant may be less than Agent shall deposit to the amount stated on account of the face hereofCompany all monies received by the Warrant Agent in payment of the Exercise Price of any Warrant. The Warrant Agent shall account promptly to the Company with respect to the exercise of Warrants.

Duration and Exercise of Warrants. (a) This Warrant Warrants shall be exercisable by the registered Holder holder thereof on any business day before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27, 2006 to and including during the Expiration Date. At 5:00 P.M. (Pacific Time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantExercise Period. (b) Subject to the provisions of this Warrant Certificate, including adjustments to the number of Warrant Shares issuable on the exercise of each Warrant and to the Exercise Price pursuant to Section 7, the holder of each --------- Warrant during the Exercise Period shall have the right to purchase from the Company (and the Company shall be obligated to issue and sell to such holder of a Warrant) at the Exercise Price one fully paid Warrant Share which is non-assessable. (c) Subject to Sections 4, 8 and 10, upon delivery surrender of an executed this Warrant ---------- - -- Certificate, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed filled in and signed, to the Company at its office at N. 22 West 00000 Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxxxx, XX 00000-0000, Attention: Chief Financial Officer, with a copy to Xxxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000-0000, Attn: Xxxxxxx X. Xxxxxx, or at such other address for notice set forth as the Company may specify in Section 12 writing to the then registered holder of the Warrants, and upon either (i) payment of the Exercise Price multiplied by the number of Warrant Shares that then issuable upon exercise of the Warrants being exercised in lawful money of the United States of America or (ii) notice by the registered Holder intends of this Warrant Certificate of its election to purchase hereunder, exercise the Warrants evidenced by this Warrant Certificate on a cashless basis in the manner provided hereunderdescribed in subsection (d) of this Section 3, all as specified by the Holder of this Warrant -------------- --------- Certificate in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the registered Holder of such Warrants, and in such name or names as the such registered Holder may designate, a certificate one or more certificates for the Warrant Shares issuable issued upon such exercise, which may bear a restrictive legend as set forth in Section 7exercise of such Warrants. To effect an exercise hereunder, the Any Person so designated to be named therein shall be deemed to have become Holder shall not be required to physically surrender this Warrant to the Company unless all the of record of such Warrant Shares have been exercised. Exercises hereunder shall have as of the effect Date of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date Exercise of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofWarrants.

Duration and Exercise of Warrants. (a) This The Warrants evidenced by ---------------------------------- a Warrant Certificate shall be exercisable in whole or in part by the registered Holder holder thereof on any business day before 5:00 P.M. (Pacific Time) Business Day at any time and from time to time on or after January 27the date hereof and prior to 5:00 p.m., 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) local time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10the provisions of this Warrant Agreement, upon delivery presentation of an executed Form of Election the Warrant Certificate evidencing the Warrants to Purchasebe exercised, together with the grid attached hereto as Annex A form of election to purchase annexed thereto duly completed and signedsigned by the registered holder or holders thereof, to the Company Issuer at its address for notice set forth in Section 12 the Warrant Office, and upon payment of the aggregate Exercise Price multiplied by for the number of Warrant Shares that in respect of which such Warrants are being exercised in lawful money of the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form United States of Election to PurchaseAmerica, the Company Issuer shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder registered holder(s) of such Warrants and in such name or names as the Holder such registered holder(s) may designate, a certificate for the Warrant Share or Warrant Shares issuable issued upon such exercise, which may bear a restrictive legend exercise of such Warrants. Any Person(s) so designated to be named therein shall be deemed to have become holder(s) of record of such Warrant Share or Warrant Shares as of the date of exercise of such Warrants. Except as set forth in Sections 13(b) and (c), each Warrant Share shall bear the legend set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless 13(b). (c) If less than all the Warrants evidenced by a Warrant Shares have been exercised. Exercises hereunder Certificate are exercised at any time, a new Warrant Certificate or Certificates shall have be issued for the effect of lowering the remaining number of Warrant Shares in an amount equal to the applicable exercise, which shall be Warrants evidenced by entries such Warrant Certificate. Each new Warrant Certificate so issued shall bear the legend set forth on in Section 13(b) if the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of Certificate presented in connection with partial exercise thereof bore such exerciseslegend. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable All Warrant Certificates surrendered upon exercise of this Warrant may Warrants shall be less than the amount stated on the face hereofcanceled.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 8:00 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 8:00 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section Sections 2(b), 6 and 10, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 13 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 thirty (30) business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time 6:00 P.M., Atlanta, Georgia time, and from time to time on or from and after January 27, 2006 to the date hereof and through and including November __, 2005 (the "Expiration Date"). At 5:00 P.M. (Pacific Time) 6:00 P.M., Atlanta, Georgia time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 11 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 three (3) business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and shall be deemed to have become the date holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. A. The Warrants will expire at the close of business on , 2006, unless extended by the Company, in which event the Warrants shall expire upon the expiration of the period the Warrants are so extended, at which time all rights evidenced by the Warrant Certificates shall cease and the Warrants shall become void. B. Subject to the provisions of this Agreement, the holder of one (a1) This Warrant shall be exercisable by have the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time and right to purchase from time to time on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this (and the Company shall issue and sell to such holder of one (1) Warrant. ) one fully paid and non-assessable share of Common Stock at an initial Purchase Price set forth in Section 2 hereof (bsubject to adjustment as provided in Section 11) Subject to Section 10, upon delivery surrender of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed and signed, Warrant Certificate evidencing such Warrant to the Company at its address for notice set forth the principal office of the Warrant Agent in Section 12 _______________, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment of the Exercise Purchase Price multiplied in lawful money of the United States of America to the Warrant Agent for the account of the Company. Except as set forth in Section 11 of this Agreement, no adjustment shall be made for any dividends on any share of Common Stock issuable on the exercise of a Warrant. The Purchase Price payable upon exercise of Warrants shall be paid in cash or by certified check or bank draft. Subject to Sections 7 and 12, upon such surrender of a Warrant Certificate, and payment of the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to PurchasePurchase Price, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be registered, countersigned and delivered to or upon the written order of the Holder registered holder of such Warrant Certificate and in such name or names as the Holder such registered holder may designate, a certificate for one (1) share of Common Stock for each Warrant then being exercised. Such certificate shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such share or shares of Common Stock, as of the date of the surrender of such Warrant Shares issuable upon Certificates and payment of the Purchase Price; provided, however, that if, at the date of surrender of such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunderWarrant Certificates and payment of such Purchase Price, the Holder transfer books for the Common Stock shall be closed, the certificate for such share or shares of Common Stock shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificate for such share or shares; provided, further, that such books, unless otherwise required by law, shall not be required to physically surrender this Warrant to the Company unless all closed at any one time for a period longer than 20 days. The Warrants evidenced by the Warrant Shares have been exercised. Exercises hereunder Certificates shall have be exercisable immediately upon issuance, at the effect election of lowering the registered holders thereof, either as an entirety or from time to time for only part of the number of Warrant Shares in an amount equal to the applicable exercise, which shall be Warrants evidenced by entries set forth on the attached Annex A. The Holder and Warrant Certificates. In the Company shall maintain records showing event that less than all of the number Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrant Shares Warrants are exercised and at any time prior to the date of such exercises. The Holder expiration of the Warrants, a new Warrant Certificate will be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered, and any assignee, by acceptance of this Warrant, acknowledge the Warrant Agent shall countersign and agree that, by reason of deliver the required new Warrant Certificate pursuant to the provisions of this paragraphSection and of Section 3 and the Company, following exercise whenever required by the Warrant Agent, will supply the Warrant Agent with a Warrant Certificate duly executed on behalf of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofCompany for such purpose.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon Upon delivery of an executed a duly completed and signed Form of Election to Purchase, together with Purchase attached hereto (and the grid attached hereto as Annex A A) duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its best efforts to deliver Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time 6:30 P.M., New York City time, and from time to time on from and after the earliest to occur of (a) one hundred fifty days after the Initial Closing Date (as such term is defined in Section 1.2 of the Purchase Agreement, or after January 27(b) the Second Closing Date (as such term is defined in Section 1.3 of the Purchase Agreement), 2006 to and through and including July 26, 2005 (the "Expiration Date").; provided, however, that this Warrant shall be null and void ab initio, and of no force and effect in the event the Holder breaches its obligation to purchase the Second Tranche Debentures as contemplated by the Purchase Agreement. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 three business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, 80 registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its best efforts to deliver Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10terms and conditions of this Warrant , and , upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Any person so designated by the Holder to receive Warrant Shares shall be deemed to have been exercisedbecome holder of record of such Warrant Shares as of the Date of Exercise (as defined in this subsection) of this Warrant. Exercises hereunder A "Date of Exercise" means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the effect Form of lowering Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares in an amount equal so indicated by the holder hereof to the applicable exercise, which be purchased. (c) This Warrant shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing exercisable, either in its entirety or, from time to time, for a portion of the number of Warrant Shares. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant. In the event the Common Stock representing the Warrant Shares is not delivered per the written instructions of the Purchaser, within ten (10) business days after the Notice of Election and Warrant is received by the Company (the “Delivery Date”), then in such event the Company shall pay to Holder one-half percent (0.5%) in cash, of the dollar value of the Warrant Shares to be issued per each day after the Delivery Date that the Warrant Shares are not delivered. The Company acknowledges that its failure to deliver the Warrant Shares by the Delivery Date will cause the Holder to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Warrant a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties’ good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to deliver the Common Stock pursuant to the terms of this Warrant. The Company shall make any payments incurred under this Section in immediately available funds within ten (10) business days from the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason issuance of the provisions applicable Warrant Shares. Nothing herein shall limit Holder’s right to pursue actual damages or cancel the Notice of this paragraph, Election for the Company’s failure to issue and deliver Common Stock to the Holder within fifteen (15) business days following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDelivery Date.

Duration and Exercise of Warrants. (a) This The Warrants evidenced by a Warrant Certificate shall be exercisable in whole or in part by the registered Holder holder thereof on any business day before 5:00 P.M. (Pacific Time) Business Day at any time from and from time after the date hereof and prior to time on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) in New York City on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10the provisions of this Warrant Agreement, upon delivery presentation of an executed Form of Election the Warrant Certificate evidencing the Warrants to Purchasebe exercised, together with the grid attached hereto as Annex A form of election to purchase on the reverse thereof duly completed and signedsigned by the registered holder or holders thereof, to the Company Issuer at its address for notice set forth in Section 12 the Warrant Office, and upon payment of the aggregate Exercise Price multiplied by for the number of Warrant Shares that in respect of which such Warrants are being exercised in lawful money of the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form United States of Election to PurchaseAmerica, the Company Issuer shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder registered holder(s) of such Warrants and in such name or names as the Holder such registered holder(s) may designate, a certificate for the - 57 - Warrant Shares issuable issued upon such exerciseexercise of such Warrants. Any Person(s) so designated to be named therein shall be deemed to have become holder(s) of record of such Warrant Shares as of the date of exercise of such Warrants. Certificates for the Warrant Shares so purchased, which representing the aggregate number of shares specified in the Warrant Certificate, shall be delivered to the registered holder within a reasonable time, not exceeding three (3) Business Days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the registered holder and shall be registered in the name of the registered holder or such other name as shall be designated by such registered holder. (c) If less than all of the Warrants evidenced by a Warrant Certificate are exercised at any time, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by such Warrant Certificate. Each new Warrant Certificate so issued shall bear a restrictive the legend as set forth in Section 713(b) hereof if the Warrant Certificate presented in connection with partial exercise thereof bore such legend. To effect an All Warrant Certificates surrendered upon exercise hereunderof Warrants shall be canceled. (d) In lieu of physical delivery of the Warrants, provided that Issuer's transfer agent is participating in The Depository Trust Company ("DTC") Shares Fast Automated Securities Transfer ("FAST") program, upon request of the Warrant Holder and in compliance with the provisions hereof, the Holder Issuer shall not be required use its best efforts to physically surrender this Warrant cause its transfer agent to the Company unless all electronically transmit the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced Warrant Holder by entries set forth on crediting the attached Annex A. The Holder and account of the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercisesHolder's prime broker with DTC through its Deposit Withdrawal Agent Commission system. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of time period for delivery described herein shall apply to the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofelectronic transmittals described herein.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day Business Day before 5:00 P.M. (Pacific Time) P.M., Eastern time, at any time and from time to time on during the Exercise Period, for all or after January 27, 2006 to and including any portion of the Expiration DateWarrant Preferred Shares. At 5:00 P.M. (Pacific Time) P.M., Eastern time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10Upon surrender of this Warrant, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its office at 0000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000-0000, Attn: Xxxx Xxxxxx, or at such other address for as the Company may designate by notice set forth in pursuant to Section 12 13, and upon payment of the Exercise Warrant Price multiplied by the number of Warrant Preferred Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the manner provided hereunderUnited States of America, in cash or by certified or official bank check or checks in New York Clearing House Funds, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days three (3) Business Days after the Date of Exercise (as defined herein)Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder Holder, and in such name or names and in such denominations as the Holder may designate, a certificate or certificates for the Warrant Preferred Shares issuable upon such exercise. Any Person so designated by the Warrant Holder to receive Warrant Preferred Shares shall be deemed to have become the holder of record of such Warrant Preferred Shares as of the Exercise Date. (c) This Warrant shall be exercisable, from time to time, either in its entirety or for all or a portion of the Warrant Preferred Shares. If this Warrant is exercised at any time for less than all of the Warrant Preferred Shares, the Company shall determine the percentage of the number of Fully Diluted Outstanding shares of Common Stock on which the number of Warrant Preferred Shares so purchased was based (the "Purchased Percentage"), and the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase up to that number of shares of Preferred Stock which is convertible into the number of Fully Diluted Outstanding shares of the Common Stock of the Company which is a percentage of such number equal to the difference between the Exercise Percentage and the Purchased Percentage. (d) In lieu of exercising this Warrant pursuant to Section 2(b) above, a Holder may bear a restrictive legend elect to receive Warrant Preferred Shares equal to the value of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the office of the Company as set forth in Section 7. To effect an exercise hereunder2(b), together with notice of such election, in which event the Company shall issue to the Holder shall not be required to physically surrender this a number of Warrant Preferred Shares (rounded down to the Company unless all nearest whole number) computed using the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering following formula: X = Y (A-B) ------- A Where X = the number of Warrant Preferred Shares in an amount equal to be issued to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing Holder; Y = the number of Warrant Preferred Shares or the portion thereof as to which this Warrant is being exercised and (at the date of such exercises. The Holder and any assignee, by acceptance calculation); A = the Fair Market Value of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Common Stock into which one Warrant may be less than Preferred Share is then convertible; and B = the amount stated on Warrant Price (as adjusted to the face hereofdate of such calculation).

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon Upon delivery of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed and signed, to the Escrow Agent at its address set forth in the Escrow Agreement and the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price to the Company multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company Escrow Agent shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend registration statement covering the resale of the Warrant Shares and naming the Holder as set forth in Section 7a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been issued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, upon request of the Holder, if available, use its best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on in the attached Annex A. Exercise Schedule. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., Salt Lake City, Utah time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., Salt Lake City, Utah time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10Sections 2(b), 4 and 8, upon delivery surrender of an executed this Warrant, with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 10 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 10 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933 as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its reasonable efforts to deliver Warrant Shares hereunder 3 electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This The Holder may exercise this Warrant shall be exercisable by the registered Holder on any business day on or before 5:00 P.M. P.M., New York Time, on [________], 2010 (Pacific Time) at any time and from time to time on or after January 27, 2006 to and including the “Expiration Date. At 5:00 P.M. (Pacific Time) on the Expiration Date”), the portion of at which time this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to While this Warrant remains outstanding and exercisable in accordance with Section 101(a), upon delivery the Holder may exercise this Warrant in whole or in part by: (i) surrender of an this Warrant, with a duly executed Form copy of Election to Purchase, together with the grid Notice of Exercise attached hereto as Annex A duly completed and signedExhibit A, to the Secretary of the Company at its address for notice set forth principal offices or at such other office or agency as the Company may specify in Section 12 and upon writing to the Holder; and (ii) either (A) payment of the Exercise Price per share multiplied by the number of Warrant Shares that being purchased upon exercise of the Warrant in lawful money of the United States of America or (B) notice by the Holder intends of its election to purchase hereunder, exercise this Warrant on a cashless basis in the manner provided hereunder, all as specified by described in Section 1(c). Upon the Holder exercise of this Warrant in compliance with the Form provisions of Election to Purchase, this Section 1(b) the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, purchased by the Holder. Each exercise of this Warrant shall be effected immediately prior to the close of business on the date (the “Date of Exercise”) which may bear a restrictive legend as the conditions set forth in Section 7. To effect an 1(b)(i) and (ii) have been satisfied. (c) In lieu of paying the Exercise Price upon exercise hereunderof this Warrant, the Holder shall not be required may elect to physically surrender exercise this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering on a cashless basis in which case the number of Warrant Shares in an amount equal issued to the applicable exercise, which Holder upon exercise of the Warrant shall be evidenced reduced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and with an aggregate Market Price as of the date Date of such exercises. The Exercise equal to the aggregate Exercise Price for the total number of Warrant Shares which the Holder and any assignee, by acceptance of has elected to exercise pursuant to this Warrant, acknowledge and agree that, by reason as specified in the Notice of Exercise. The “Market Price” shall be equal to the market price of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares common stock issuable upon conversion of the Warrant Shares issuable upon the exercise of this Warrant may as determined in good faith by the board of directors of the Company. If the Holder objects to such determination by notice to the Company within twenty (20) days of receipt of the Company's determination, then the Market Price shall be less equal to the fair value of Common Stock issuable upon conversion of the Warrant Shares deter-mined by a recognized independent investment banking or accounting firm (selected by the Company and reason-ably acceptable to the Holder) as of a date which is within thirty (30) days of the date as of which the determination is to be made (the fees and expenses of such independent firm to be paid by the Holder unless such firm determines a Market Price for the Warrant Shares is at least 5% higher than the amount stated on price determined by the face hereofdirectors determination).

Duration and Exercise of Warrants. (a) This Each Warrant shall be exercisable by entitle the registered Holder on any business day holder to purchase from the Issuer before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27P.M., 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) Chicago, Illinois time, on the Expiration Date, Date one (1) Validly Issued share of Common Stock at the portion Exercise Price upon surrender of the applicable Warrant Certificate and payment of the Exercise Price to the Issuer. The Exercise Price and number of Warrant Shares purchasable upon exercise of the Warrants are subject to adjustment as set forth in this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantAgreement. (b) Subject to Section 10the provisions of this Warrant Agreement, upon delivery the Warrants evidenced by a Warrant Certificate may be exercised by the registered holder thereof by the surrender of an executed Form of Election the Warrant Certificate evidencing the Warrants to Purchasebe exercised, together with the grid form of election purchase on the reverse thereof or attached hereto as Annex A thereto duly completed and signed, to the Company Issuer at its address for notice set forth in Section 12 the Warrant Office, and upon payment of the aggregate Exercise Price multiplied by for the number of Warrant Shares that in respect of which such Warrants are being exercised, at the option of the Warrant Holder, (i) in lawful money of the United States of America, (ii) by surrender of the Note or a portion thereof having an outstanding principal balance equal to the Exercise Price (with concurrent issuance of a replacement Note reflecting the remaining principal balance thereof), and/or (iii) by surrender to the Issuer of shares of Common Stock then owned by the Warrant Holder intends and valued for purposes hereof at Market Price at the time of exercise. In lieu of exercising Warrants pursuant to purchase hereunderthe immediately preceding sentence, the Warrant Holder shall have the right to require the Issuer to convert the Warrants, in whole or in part and at any time or times (the manner provided hereunder“Conversion Right”), all into Warrant Shares, as specified follows: upon exercise of the Conversion Right, the Issuer shall deliver to the Warrant Holder (without payment by the Warrant Holder in of any Exercise Price) that number of Warrant Shares equal to the Form quotient obtained by dividing: (i) the difference of: A. the aggregate Market Price immediately prior to the exercise of Election the Conversion Right for all Warrant Shares issuable upon exercise of the portion of the Warrants being converted, less B. the aggregate Exercise Price for all such Warrant Shares immediately prior to Purchasethe exercise of the Conversion Right, by (ii) the Company Market Price of one share of Common Stock immediately prior to the exercise of the Conversion Right. (c) Upon exercise of any Warrants hereunder the Issuer shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder registered holders of such Warrants and in such name or names as the Holder such registered holders may designate, a certificate for the Warrant Share or Warrant Shares issuable issued upon such exercise, which may bear a restrictive legend as set forth in Section 7exercise of such Warrants. To effect an exercise hereunder, the Holder Any Persons so designated to be named therein shall not be required deemed to physically surrender this have become holders of record of such Warrant to the Company unless all the Share or Warrant Shares have been exercised. Exercises hereunder shall have the effect as of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of exercise of such exercisesWarrants. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason If less than all of the provisions of this paragraphWarrants evidenced by a Warrant Certificate are exercised at any time, following exercise of a portion of this Warrant, new Warrant Certificate or Certificates shall be issued for the remaining number of shares issuable upon exercise of this Warrants evidenced by such Warrant may be less than the amount stated on the face hereofCertificate.

Duration and Exercise of Warrants. (a) a. This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) P.M., New York time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) P.M., New York time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior . b. Subject to the Expiration DateSections 2(b), the Company may not call or otherwise redeem 4 and 8, upon surrender of this Warrant. (b) Subject to Section 10, upon delivery of an executed with the Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Transfer Agent at [ ] or to Company at its office at 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000, Attention: Chief Financial Officer, or at such other address for notice set forth as the Company may specify in Section 12 writing to the then registered Holder, and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in lawful money of the manner provided hereunderUnited States of America, in cash or by certified or official bank check or checks, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business 3 days after the Date of Exercise (as defined herein)thereafter) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which free of restrictive legends other than legends that may bear be required in the opinion of the Company's counsel in the event at such time there is not an effective Registration Statement (as defined in the Registration Rights Agreement, dated January 28, 1997, between the Company, Infinity Investors Limited, a restrictive legend as set forth in Section 7corporation organized and existing under the laws of Nevis, West Indies and Fairway Capital Limited, a corporation organized and existing under the laws of Nevis, West Indies). To effect an exercise hereunder, Any person so designated by the Holder shall not be required to physically surrender this Warrant to the Company unless all the receive Warrant Shares shall be deemed to have been exercised. Exercises hereunder shall have the effect become holder of lowering the number record of such Warrant Shares in an amount equal to as of the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number Date of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) In case of any (i) merger or consolidation of the Company with or into another entity, or (ii) sale by the Company of all or substantially all of the assets of the Company (on a book value basis) in one or a series of related transactions, the Company shall provide to the Holder ten (10) days advance written notice of such merger, consolidation or sale, and this Warrant shall be deemed exercised pursuant to Section 10(b) hereof, unless exercised prior to the date such merger, consolidation or sale occurs, and this Warrant shall be of no further force and effect after such merger, consolidation or sale. (b) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (bc) Subject to Section 1010 hereof, upon delivery of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

Duration and Exercise of Warrants. (a) This The Warrants issued hereto evidenced by a Warrant Certificate shall be exercisable in whole or in part by the registered Holder holder thereof on any business day before 5:00 P.M. (Pacific Time) at any time Business Day after the Closing Date and from time to time on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10the provisions of this Agreement, upon delivery the Warrants evidenced by a Warrant Certificate may be exercised at any time by the registered holder thereof by either (i) the surrender of an executed Form of Election the Warrant Certificate evidencing the Warrants to Purchasebe exercised, together with the grid form of election to purchase on the reverse thereof or attached hereto as Annex A thereto duly completed and signed, to the Company at its address for notice set forth in Section 12 the Warrant Office, and upon payment of the aggregate Exercise Price multiplied by for the number of Warrant Shares in respect of which such Warrants are being exercised in lawful money of the United States of America and/or by surrender to the Company of shares of Common Stock then owned by the Warrant Holder and valued for purposes hereof at their Current Market Price Per Share at the time of exercise; or (ii) if the Current Market Price Per Share is greater than the Exercise Price (at the date of calculation, as set forth below), in lieu of exercising the Warrants as permitted in Section 5 (b) (i) hereinabove, the holder of a Warrant Certificate may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrants (or the portion thereof being canceled) by surrender of the Warrant Certificate, together with the election to purchase (a form of which is attached to each Warrant Certificate) attached thereto duly executed, to the Company at the Warrant Office referred to herein, in which event the Company shall issue to the holder of the Warrant Certificate that number of shares of Common Stock computed using the following formula: CS = WCS x (CMPPS - EP) ------------------ CMPPS Where CS equals the number of shares of Common Stock to be issued to the holder of the Warrant Certificate WCS equals the number of shares of Common Stock purchasable under the Warrants being exercised (at the date of such calculation) CMPPS equals the Current Market Price Per Share (at the date of such calculation) EP equals the Exercise Price (as adjusted to the date of such calculation). For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss. 230.144, the parties hereto agree that the Holder intends exercise of any Warrants in accordance with this Section 2.2 shall be deemed to purchase be a conversion of such Warrants, pursuant to the terms of this Agreement and the Warrants, into Common Stock. (c) Upon exercise of any Warrants hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder registered holders of such Warrants and in such name or names as the Holder such registered holders may designate, a certificate for the Warrant Shares issued upon such exercise of such Warrants. Any Persons so designated to be named therein shall be deemed to have become holders of record of such Warrant Shares as of the date of exercise of such Warrants. (d) Warrants shall be deemed to have been exercised or converted immediately prior to the close of business on the date of its surrender for exercise or conversion as provided herein, and the Person entitled to receive the Warrant Shares issuable upon such exerciseexercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. (e) If less than all of the Warrants evidenced by a Warrant Certificate are exercised at any time, which may a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by such Warrant Certificate. Each new Warrant Certificate so issued shall bear a restrictive the legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all 13(b) if the Warrant Shares have been exercisedCertificate presented in connection with partial exercise thereof bore such legend, unless the transfer restrictions referred to in such legend are no longer applicable pursuant to Section 13(d). Exercises hereunder shall have the effect of lowering the number of All Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable Certificates surrendered upon exercise of this Warrant may Warrants shall be less than the amount stated on the face hereofcanceled.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this WarrantWarrant without the prior written consent of the Holder. (b) Subject to Section 10, upon Upon delivery of an executed a duly completed and signed Form of Election to Purchase, together with the grid Purchase attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant. The Company shall, acknowledge and agree that, by reason upon request of the provisions of this paragraphHolder, following exercise of a portion of this Warrantif available, use its best efforts to deliver Warrant Shares hereunder electronically through the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereofDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time, at any time and from time to time on or after January 27, 2006 the date hereof to and including the Expiration Date. At 5:00 P.M. (Pacific Time) 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire be and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon Upon delivery of an executed a duly completed and signed Form of Election to Purchase, together with Purchase attached hereto (and the grid attached hereto as Annex A ANNEX A) duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear free of restrictive legends except (i) either in the event that a restrictive legend as set forth in Section 7. To effect an exercise hereunder, registration statement covering the Holder shall not be required to physically surrender this Warrant to the Company unless all resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall have been exercised. Exercises hereunder shall have issued pursuant to a written agreement between the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The original Holder and the Company shall maintain records showing Company, as required by such agreement. Any person so designated by the number of Holder to receive Warrant Shares exercised and the date shall be deemed to have become holder of record of such exercises. The Holder and any assignee, by acceptance Warrant Shares as of the Date of Exercise of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.. The Company