Common use of Exercise Expiration Redemption Clause in Contracts

Exercise Expiration Redemption. To exercise this Warrant, the Warrant holder must elect and sign the exercise election attached to this Warrant certificate and deliver to the Company (a) this Warrant certificate and (b) cash or a check payable to the Company for the Exercise Price for the Warrant. Notwithstanding the payment provisions set forth in the paragraph above, the Warrant holder may elect to receive Warrant Shares equal to the value of this Warrant (or any portion thereof vested but unexercised), through a cashless exercise, by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Warrant holder that number of Warrant Shares computed using the following formula: Where: X = the number of Warrant Shares to be issued to Warrant holder; Y = the number of Warrant Shares purchasable under this Warrant at the time of such calculation; A = the Fair Market Value of one share of Common Stock; and B = the Exercise Price at the date of such calculation. For purposes of this paragraph, the Fair Market Value of one share of Common Stock shall mean (i) if the Company's Common Stock is listed on any established stock exchange or national market system, including, without limitation, the national market quotation system of NASDAQ, the closing price of one share of the Company's Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system (or the exchange with the greatest volume of trading in the Company's Common Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board of Directors of the Company may deem reliable; (ii) if the Company's Common Stock is quoted on NASDAQ, but not the national market thereof, or regularly quoted by a recognized securities dealer but selling prices are not quoted, the mean between the high and low asked prices for the Company's Common Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal, or (iii) as otherwise reasonably determined by the Board of Directors of the Company, acting in good faith. This Warrant shall not be exercised by any holder hereof after 5:00 p.m., Los Angeles time on the day preceding such date which is three years after the date of this Warrant, the date and time of the expiration of this Warrant. To the extent that this Warrant has not been exercised by the date and time of its expiration, this Warrant shall become void and all rights hereunder and all rights in respect hereof shall cease as of such time. This Warrant shall be exercisable at the election of any holder thereof, either in full or from time to time in part (but in no event for less than one whole Warrant Share) and, in the event that a certificate evidencing this Warrant is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of this Warrant, a new Warrant certificate evidencing the remaining Warrant with respect to whole Warrant Shares issuable upon exercise will be issued. No adjustment shall be made for any dividends on any Warrant Shares issuable upon exercise of this Warrant. The Company covenants that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant certificates or any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant certificate surrendered upon the exercise of this Warrant, and the Company shall not be required to issue or deliver such Warrant certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would be issuable on the exercise of this Warrant (or specified portion hereof), the Company shall pay an amount in cash equal to the Exercise Price on the day immediately preceding the date this Warrant certificate is presented for exercise, multiplied by such fraction.

Exercise Expiration Redemption. To exercise this Warrant, the Warrant holder must elect and sign the exercise election form attached to this Warrant certificate and deliver to the Company (ai) this Warrant certificate and (bii) cash or a check payable to the Company for the Exercise Price for the Warrant. Notwithstanding the payment provisions set forth in the paragraph above, the Warrant holder may elect to receive Warrant Shares equal to the value of this Warrant (or any portion thereof vested but unexercised), through a cashless exercise, by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Warrant holder that number of Warrant Shares computed using the following formula: Where: X = the number of Warrant Shares to be issued to Warrant holder; Y = the number of Warrant Shares purchasable under this Warrant at the time of such calculation; A = the Fair Market Value of one share of Common Stock; and B = the Exercise Price at the date of such calculation. For purposes of this paragraph, the Fair Market Value of one share of Common Stock shall mean (i) if the Company's Common Stock is listed on any established stock exchange or national market system, including, without limitation, the national market quotation system of NASDAQ, the closing price of one share of the Company's Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system (or the exchange with the greatest volume of trading in the Company's Common Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board of Directors of the Company may deem reliable; (ii) if the Company's Common Stock is quoted on NASDAQ, but not the national market thereof, or regularly quoted by a recognized securities dealer but selling prices are not quoted, the mean between the high and low asked prices for the Company's Common Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal, or (iii) as otherwise reasonably determined by the Board of Directors of the Company, acting in good faith. This Warrant shall not may be exercised by any holder hereof after 5:00 p.m., Los Angeles at any time on the day preceding such date which is three years after the date of this Warrantfirst set forth above until May 10, 2006, the date and time of the expiration of this Warrant. To the extent that this Warrant has not been exercised by the date and time of its expiration, this Warrant shall become void and all rights hereunder and all rights in respect hereof shall cease as of such time. This Warrant shall be exercisable at the election of any holder thereofhereof, either in full or from time to time in part (but in no event for less than one whole Warrant Share) share of Common Stock and, in the event that a certificate evidencing this Warrant is exercised in respect of fewer than all of the Warrant Exercise Shares issuable on such exercise at any time prior to the date of expiration of this Warrant, a new Warrant certificate evidencing the remaining Warrant with respect to whole Warrant Exercise Shares issuable upon exercise will be issued. No adjustment shall be made for any dividends on any Warrant Exercise Shares issuable upon exercise of this Warrant. The Company covenants that all Warrant Exercise Shares which may be issued upon exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Exercise Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant certificates or any certificates for Warrant Exercise Shares in a name other than that of the registered holder of this Warrant certificate surrendered upon the exercise of this Warrant, and the Company shall not be required to issue or deliver such Warrant certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall not be required to issue fractional Warrant Shares shares of Common Stock on the exercise of this Warrant. If any fraction of a Warrant Share share of Common Stock would be issuable on the exercise of this Warrant (or specified portion hereof), in lieu of the issuance of such fraction of a share, the Company shall pay to the exercising holder an amount in cash equal to the Exercise Price on the day immediately preceding the date this Warrant certificate is presented for exercise, multiplied by such fraction.

Exercise Expiration Redemption. To exercise this Warrant, the Warrant holder must elect and sign the exercise election form attached to this Warrant certificate and deliver to the Company (ai) this Warrant certificate and (bii) cash or a check payable to the Company for the Exercise Price for the Warrant. Notwithstanding the payment provisions set forth in the paragraph above, the Warrant holder may elect to receive Warrant Shares equal to the value of this Warrant (or any portion thereof vested but unexercised), through a cashless exercise, by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Warrant holder that number of Warrant Shares computed using the following formula: Where: X = the number of Warrant Shares to be issued to Warrant holder; Y = the number of Warrant Shares purchasable under this Warrant at the time of such calculation; A = the Fair Market Value of one share of Common Stock; and B = the Exercise Price at the date of such calculation. For purposes of this paragraph, the Fair Market Value of one share of Common Stock shall mean (i) if the Company's Common Stock is listed on any established stock exchange or national market system, including, without limitation, the national market quotation system of NASDAQ, the closing price of one share of the Company's Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system (or the exchange with the greatest volume of trading in the Company's Common Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board of Directors of the Company may deem reliable; (ii) if the Company's Common Stock is quoted on NASDAQ, but not the national market thereof, or regularly quoted by a recognized securities dealer but selling prices are not quoted, the mean between the high and low asked prices for the Company's Common Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal, or (iii) as otherwise reasonably determined by the Board of Directors of the Company, acting in good faith. This Warrant shall not may be exercised by any holder hereof after 5:00 p.m., Los Angeles at any time on the day preceding such date which is three years after the date of this Warrantfirst set forth above until March 18, 2007, the date and time of the expiration of this Warrant. To the extent that this Warrant has not been exercised by the date and time of its expiration, this Warrant shall become void and all rights hereunder and all rights in respect hereof shall cease as of such time. This Warrant shall be exercisable at the election of any holder thereofhereof, either in full or from time to time in part (but in no event for less than one whole Warrant Share) and, in the event that a certificate evidencing this Warrant is exercised in respect of fewer than all of the Warrant Exercise Shares issuable on such exercise at any time prior to the date of expiration of this Warrant, a new Warrant certificate evidencing the remaining Warrant with respect to whole Warrant Exercise Shares issuable upon exercise will be issued. No adjustment shall be made for any dividends on any Warrant Shares issuable upon exercise of this Warrant. The Company covenants that all Warrant Exercise Shares which may be issued upon exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Exercise Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant certificates or any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant certificate surrendered upon the exercise of this Warrant, and the Company shall not be required to issue or deliver such Warrant certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would be issuable on the exercise of this Warrant (or specified portion hereof), the Company shall pay an amount in cash equal to the Exercise Price on the day immediately preceding the date this Warrant certificate is presented for exercise, multiplied by such fraction.

Exercise Expiration Redemption. To exercise this Warrant, the Warrant holder must elect and sign the exercise election attached to this Warrant certificate and deliver to the Company (a) this Warrant certificate and (b) cash or a check payable to the Company for the Exercise Price for the Warrant. Notwithstanding the payment provisions set forth in the paragraph above, the Warrant holder may elect to receive Warrant Shares equal to the value of this Warrant (or any portion thereof vested but unexercised), through a cashless exercise, by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Warrant holder that number of Warrant Shares computed using the following formula: Where: X = the number of Warrant Shares to be issued to Warrant holder; Y = the number of Warrant Shares purchasable under this Warrant at the time of such calculation; A = the Fair Market Value of one share of Common Stock; and B = the Exercise Price at the date of such calculation. For purposes of this paragraph, the Fair Market Value of one share of Common Stock shall mean (i) if the Company's Common Stock is listed on any established stock exchange or national market system, including, without limitation, the national market quotation system of NASDAQ, the closing price of one share of the Company's Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system (or the exchange with the greatest volume of trading in the Company's Common Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board of Directors of the Company may deem reliable; (ii) if the Company's Common Stock is quoted on NASDAQ, but not the national market thereof, or regularly quoted by a recognized securities dealer but selling prices are not quoted, the mean between the high and low asked prices for the Company's Common Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal, or (iii) as otherwise reasonably determined by the Board of Directors of the Company, acting in good faith. This Warrant shall not be exercised by any holder hereof (i) for a period of three hundred and sixty-five (365) days following the issuance thereof or (ii) after 5:00 p.m., Los Angeles time on the day preceding such date which is three years after the date of this WarrantApril 1, 2002, the date and time of the expiration of this Warrant. To the extent that this Warrant has not been exercised by the date and time of its expiration, this Warrant shall become void and all rights hereunder and all rights in respect hereof shall cease as of such time. This Warrant shall be redeemable by the Company at its option at a redemption price of $.01 per share of common stock of the Company issuable upon exercise of this Warrant at any time after the share price of the common stock of the Company shall have closed for twenty (20) consecutive trading days at a price equal to or greater than two hundred percent (200%) of the initial public offering price of the common stock of the Company. This Warrant shall be exercisable at the election of any holder thereof, either in full or from time to time in part (but in no event for less than one whole Warrant Share) and, in the event that a certificate evidencing this Warrant is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of this Warrant, a new Warrant certificate evidencing the remaining Warrant with respect to whole Warrant Shares issuable upon exercise will be issued. No adjustment shall be made for any dividends on any Warrant Shares issuable upon exercise of this Warrant. The Company covenants that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant certificates or any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant certificate surrendered upon the exercise of this Warrant, and the Company shall not be required to issue or deliver such Warrant certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would be issuable on the exercise of this Warrant (or specified portion hereof), the Company shall pay an amount in cash equal to the Exercise Price on the day immediately preceding the date this Warrant certificate is presented for exercise, multiplied by such fraction.

Exercise Expiration Redemption. To exercise this Warrant, the Warrant holder must elect and sign the exercise election form attached to this Warrant certificate and deliver to the Company (ai) this Warrant certificate and (bii) cash or a check payable to the Company for the Exercise Price for the Warrant. Notwithstanding the payment provisions set forth in the paragraph above, the Warrant holder may elect unless exercised pursuant to receive Warrant Shares equal to the value of this Warrant (or any portion thereof vested but unexercised), through a cashless exercise, by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Warrant holder that number of Warrant Shares computed using the following formula: Where: X = the number of Warrant Shares to be issued to Warrant holder; Y = the number of Warrant Shares purchasable under this Warrant at the time of such calculation; A = the Fair Market Value of one share of Common Stock; and B = the Exercise Price at the date of such calculation. For purposes of this paragraph, the Fair Market Value of one share of Common Stock shall mean (i) if the Company's Common Stock is listed on any established stock exchange or national market system, including, without limitation, the national market quotation system of NASDAQ, the closing price of one share of the Company's Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system (or the exchange with the greatest volume of trading in the Company's Common Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board of Directors of the Company may deem reliable; (ii) if the Company's Common Stock is quoted on NASDAQ, but not the national market thereof, or regularly quoted by a recognized securities dealer but selling prices are not quoted, the mean between the high and low asked prices for the Company's Common Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal, or (iii) as otherwise reasonably determined by the Board of Directors of the Company, acting in good faithSection 2. This Warrant shall not may be exercised by any holder hereof at any time after 5:00 p.m.May 7,2000 until February 7, Los Angeles time on the day preceding such date which is three years after 2005, the date of this Warrant, the date and time of the expiration of this Warrant. To the extent that this Warrant has not been exercised by the date and time of its expiration, this Warrant shall become void and all rights hereunder and all rights in respect hereof shall cease as of such time. This Warrant shall be exercisable at the election of any holder thereofhereof, either in full or from time to time in part (but in no event for less than one whole Warrant Share) and, in the event that a certificate evidencing this Warrant is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of this Warrant, a new Warrant certificate evidencing the remaining Warrant with respect to whole Warrant Shares issuable upon exercise will be issued. No adjustment shall be made for any dividends on any Warrant Shares issuable upon exercise of this Warrant. The Company covenants that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant certificates or any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant certificate surrendered upon the exercise of this Warrant, and the Company shall not be required to issue or deliver such Warrant certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would be issuable on the exercise of this Warrant (or specified portion hereof), the Company shall pay an amount in cash equal to the Exercise Price on the day immediately preceding the date this Warrant certificate is presented for exercise, multiplied by such fraction.

Exercise Expiration Redemption. To exercise this Warrant, the Warrant holder must elect and sign the exercise election attached to this Warrant certificate and deliver to the Company (a) this Warrant certificate and (b) cash or a check payable to the Company for the Exercise Price for the Warrant. Notwithstanding the payment provisions set forth in the paragraph above, the Warrant holder may elect to receive Warrant Shares equal to the value of this Warrant (or any portion thereof vested but unexercised), through a cashless exercise, by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Warrant holder that number of Warrant Shares computed using the following formula: Where: X = the number of Warrant Shares to be issued to Warrant holder; Y = the number of Warrant Shares purchasable under this Warrant at the time of such calculation; A = the Fair Market Value of one share of Common Stock; and B = the Exercise Price at the date of such calculation. For purposes of this paragraph, the Fair Market Value of one share of Common Stock shall mean (i) if the Company's Common Stock is listed on any established stock exchange or national market system, including, without limitation, the national market quotation system of NASDAQ, the closing price of one share of the Company's Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system (or the exchange with the greatest volume of trading in the Company's Common Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board of Directors of the Company may deem reliable; (ii) if the Company's Common Stock is quoted on NASDAQ, but not the national market thereof, or regularly quoted by a recognized securities dealer but selling prices are not quoted, the mean between the high and low asked prices for the Company's Common Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal, or (iii) as otherwise reasonably determined by the Board of Directors of the Company, acting in good faith. This Warrant shall not be exercised by any holder hereof after 5:00 p.m., Los Angeles time on the day preceding such date which is three years after the date of this WarrantMay 18, 2002, the date and time of the expiration of this Warrant. To the extent that this Warrant has not been exercised by the date and time of its expiration, this Warrant shall become void and all rights hereunder and all rights in respect hereof shall cease as of such time. One-third of the total number of shares of common stock issuable to the Warrant holder upon exercise of this Warrant (the "Warrant Shares") may be transferred or sold by the Warrant holder in a cumulative fashion on the 120th, 240th and 360th days, respectively, following the date on which the Company's registration statement on Form SB-2 (File No. 333-66281) is declared effective by the Securities and Exchange Commission. The Warrant Shares shall not be subject to the foregoing restriction in the event that the Warrant holder elects to exercise its rights under this Warrant within fifteen (15) business days of its receipt of notice that the Company intends to redeem this Warrant as provided below. This Warrant shall be redeemable by the Company at its option at a redemption price of $.01 per Warrant Share at any time after the per share price of the common stock of the Company shall have closed for twenty (20) consecutive trading days at a price equal to or greater than two hundred percent (200%) of the price to the public in the Company's registered initial public offering. In the event that the Company provides notice to the Warrant holder that the Company intends to exercise its right of redemption in accordance with this Section 1, the Warrant holder shall have the right to exercise this Warrant within fifteen (15) business days of the date of its receipt of such notice. Resales of any of the Warrant Shares by the Purchaser must be made in accordance with Rule 901 through 905 and Preliminary Notes of Regulation S, the registration requirements of the Securities Act or an exemption therefrom. Regulation S generally provides that resales may not be effected within the United States or to U.S. persons or for the account or benefit of U.S. persons prior to the expiration of the one (1) year distribution compliance period described in Rule 903; provided, however, that resales may be made at any time to non-U.S. persons in an "offshore transaction," in accordance with Rules 902 and 904. This Warrant shall be exercisable at the election of any holder thereof, either in full or from time to time in part (but in no event for less than one whole Warrant Share) and, in the event that a certificate evidencing this Warrant is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of this Warrant, a new Warrant certificate evidencing the remaining Warrant with respect to whole Warrant Shares issuable upon exercise will be issued. No adjustment shall be made for any dividends on any Warrant Shares issuable upon exercise of this Warrant. The Company covenants that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. 2 The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant certificates or any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant certificate surrendered upon the exercise of this Warrant, and the Company shall not be required to issue or deliver such Warrant certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would be issuable on the exercise of this Warrant (or specified portion hereof), the Company shall pay an amount in cash equal to the Exercise Price on the day immediately preceding the date this Warrant certificate is presented for exercise, multiplied by such fraction.

Exercise Expiration Redemption. To exercise this Warrant, the Warrant holder must elect and sign the exercise election form attached to this Warrant certificate and deliver to the Company (ai) this Warrant certificate and (bii) cash or a check payable to the Company for the Exercise Price for the Warrant. Notwithstanding the payment provisions set forth in the paragraph above, the Warrant holder may elect to receive Warrant Shares equal to the value of this Warrant (or any portion thereof vested but unexercised), through a cashless exercise, by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Warrant holder that number of Warrant Shares computed using the following formula: Where: X = the number of Warrant Shares to be issued to Warrant holder; Y = the number of Warrant Shares purchasable under this Warrant at the time of such calculation; A = the Fair Market Value of one share of Common Stock; and B = the Exercise Price at the date of such calculation. For purposes of this paragraph, the Fair Market Value of one share of Common Stock shall mean (i) if the Company's Common Stock is listed on any established stock exchange or national market system, including, without limitation, the national market quotation system of NASDAQ, the closing price of one share of the Company's Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system (or the exchange with the greatest volume of trading in the Company's Common Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board of Directors of the Company may deem reliable; (ii) if the Company's Common Stock is quoted on NASDAQ, but not the national market thereof, or regularly quoted by a recognized securities dealer but selling prices are not quoted, the mean between the high and low asked prices for the Company's Common Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal, or (iii) as otherwise reasonably determined by the Board of Directors of the Company, acting in good faith. This Warrant shall not may be exercised by any holder hereof after 5:00 p.m., Los Angeles at any time on the day preceding such date which is three years after the date of this Warrantfirst set forth above until December 31, 2006, the date and time of the expiration of this Warrant. To the extent that this Warrant has not been exercised by the date and time of its expiration, this Warrant shall become void and all rights hereunder and all rights in respect hereof shall cease as of such time. This Warrant shall be exercisable at the election of any holder thereofhereof, either in full or from time to time in part (but in no event for less than one whole Warrant Share) and, in the event that a certificate evidencing this Warrant is exercised in respect of fewer than all of the Warrant Exercise Shares issuable on such exercise at any time prior to the date of expiration of this Warrant, a new Warrant certificate evidencing the remaining Warrant with respect to whole Warrant Exercise Shares issuable upon exercise will be issued. No adjustment shall be made for any dividends on any Warrant Shares issuable upon exercise of this Warrant. The Company covenants that all Warrant Exercise Shares which may be issued upon exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant certificates or any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant certificate surrendered upon the exercise of this Warrant, and the Company shall not be required to issue or deliver such Warrant certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would be issuable on the exercise of this Warrant (or specified portion hereof), the Company shall pay an amount in cash equal to the Exercise Price on the day immediately preceding the date this Warrant certificate is presented for exercise, multiplied by such fraction.

Exercise Expiration Redemption. To exercise this Warrant, the Warrant holder must elect and sign the exercise election form attached to this Warrant certificate and deliver to the Company (ai) this Warrant certificate and (bii) cash or a check payable to the Company for the Exercise Price for the Warrant. Notwithstanding the payment provisions set forth in the paragraph above, the Warrant holder may elect to receive Warrant Shares equal to the value of this Warrant (or any portion thereof vested but unexercised), through a cashless exercise, by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Warrant holder that number of Warrant Shares computed using the following formula: Where: X = the number of Warrant Shares to be issued to Warrant holder; Y = the number of Warrant Shares purchasable under this Warrant at the time of such calculation; A = the Fair Market Value of one share of Common Stock; and B = the Exercise Price at the date of such calculation. For purposes of this paragraph, the Fair Market Value of one share of Common Stock shall mean (i) if the Company's Common Stock is listed on any established stock exchange or national market system, including, without limitation, the national market quotation system of NASDAQ, the closing price of one share of the Company's Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system (or the exchange with the greatest volume of trading in the Company's Common Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board of Directors of the Company may deem reliable; (ii) if the Company's Common Stock is quoted on NASDAQ, but not the national market thereof, or regularly quoted by a recognized securities dealer but selling prices are not quoted, the mean between the high and low asked prices for the Company's Common Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal, or (iii) as otherwise reasonably determined by the Board of Directors of the Company, acting in good faith. This Warrant shall not may be exercised by any holder hereof after 5:00 p.m., Los Angeles at any time on the day preceding such date which is three years after the date of this Warrantfirst set forth above until March __, 2007, the date and time of the expiration of this Warrant. To the extent that this Warrant has not been exercised by the date and time of its expiration, this Warrant shall become void and all rights hereunder and all rights in respect hereof shall cease as of such time. This Warrant shall be exercisable at the election of any holder thereofhereof, either in full or from time to time in part (but in no event for less than one whole Warrant Share) and, in the event that a certificate evidencing this Warrant is exercised in respect of fewer than all of the Warrant Exercise Shares issuable on such exercise at any time prior to the date of expiration of this Warrant, a new Warrant certificate evidencing the remaining Warrant with respect to whole Warrant Exercise Shares issuable upon exercise will be issued. No adjustment shall be made for any dividends on any Warrant Shares issuable upon exercise of this Warrant. The Company covenants that all Warrant Exercise Shares which may be issued upon exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant certificates or any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant certificate surrendered upon the exercise of this Warrant, and the Company shall not be required to issue or deliver such Warrant certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would be issuable on the exercise of this Warrant (or specified portion hereof), the Company shall pay an amount in cash equal to the Exercise Price on the day immediately preceding the date this Warrant certificate is presented for exercise, multiplied by such fraction.