Common use of Exercise; Issuance of Certificates; Payment for Shares Clause in Contracts

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder at any time, or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Stock Warrant Shares (but not for a fraction of a share) which may for the Exercise Price multiplied by the number of Warrant Shares to be purchased hereunderpurchased. The Company agrees that the shares of Common Stock Warrant Sxxxxx purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares Warrant Shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such sharesWarrant Shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant Shares surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate or book-entry statement so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryHolder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise the cash payment of the Exercise Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to surrender this Warrant and shall receive the that number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock Shares computed using the following formula: X = Y - (A)(Y) B Where Where: X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon that Hxxxxx would otherwise have been entitled to purchase hereunder pursuant to Section 1(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of all this Warrant). A = the closing price on the last trading day prior to the exercise of the Warrant orWarrant. B = the Exercise Price then in effect. Election to exercise under this Section 1(b) may be made by delivering a signed form of subscription to Company via electronic mail, to be followed by delivery of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, if only as of the close of business on the last business day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the Warrant is being exercisedShares, then effective at 9:00 a.m. (Pacific time) on the portion Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant in full pursuant to the provisions of this Section 1(b), and upon surrender of this Warrant shall be entitled to receive that number of Warrant Shares computed using the above formula, provided that the application of such formula as of the Warrant being exercisedExpiration Date yields a positive number for “X”. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (abut not as to a fractional share) This Warrant is exercisable at the option principal office of the Holder at any time, Company (or such office or agency of the Company as it may from time to time, up time reasonably designate) at any time prior to the Expiration Date for all Termination Date, and by payment to the Company by certified check or any part bank draft of the Warrant Exercise Price for such shares. The notice accompanying the Warrant shall also set forth the number of shares remaining subject to the Warrant. The Company shall not be obligated to issue fractional shares of Common Stock upon exercise of this Warrant but shall pay to the Holder an amount in cash equal to the Current Market Price per share multiplied by such fraction (but not for a fraction of a share) which may be purchased hereunderrounded to the nearest cent). The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates Subject to the provisions of the next succeeding paragraph and this Paragraph 1, certificates for the shares of Common Stock stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time two business days after the rights represented by this Warrant shall have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant representing the number of shares, if any, with respect to which this Warrant shall not then have been exercised or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase shall also be delivered to the Holder hereof within a reasonable timetwo business days. Each stock certificate so delivered For the purpose of any computation under this Section the "Current Market Price" at any date (the "Computation Date") shall be in such denominations deemed to be the average of the daily closing prices of the Common Stock for ten consecutive trading days ending the trading day immediately prior to the Computation Date. The closing price for each day shall be the last reported sale price or, in case no such reported sale takes place on such date, the average of the last reported asked prices, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed if that is the principal market for the Common Stock or if not listed or admitted to trading on any national securities exchange or if such national securities exchange is not the principal market for the Common Stock, the closing bid prices reported by NASDAQ or its successor, if any, or such other generally accepted source of publicly reported bid and asked quotations as the Company may reasonably designate. If the price of the Common Stock is not so reported or the Common Stock is not publicly traded, the Current Market Price per share as of any Computation Date shall be requested determined by the Holder hereof Board of Directors in good faith, on such basis as it considers appropriate, and such determination shall be registered described in a duly adopted board resolution certified by the name of such HolderCompany's secretary or assistant secretary. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company's Articles of Incorporation, as amended, an event causing automatic conversion of the Company's Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of the Warrant would have been so converted (and, where the context requires, reference to "Preferred Stock" shall be deemed to include such Common Stock). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Preferred Stock as may be reasonably requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryThe Holder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise and shall the payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to receive that number of shares of Preferred Stock equal to the quotient of: (i) the difference between (A) the Per Share Price (as hereinafter defined) of the Preferred Stock, less (B) the Stock Purchase Price then in effect, multiplied by the number of shares of Common Preferred Stock equal the Holder would otherwise have been entitled to an amount purchase hereunder pursuant to clause (as determined belowa) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a Section 1 (or such lesser number of shares as the Holder may designate in the case of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.this Warrant); over

Exercise; Issuance of Certificates; Payment for Shares. (a) This The rights ------------------------------------------------------ represented by this Warrant is exercisable at may be exercised by the option of the Holder at any time, or holder hereof from time to timetime after October 17, up to the Expiration Date for all 1999, in whole or any in part of the shares of Common Stock (but not as to a fractional share of Common Stock), by the surrender of this Warrant (properly endorsed if required) at the principal office of the Company at 0 Xxxxxx Xxxxxx Drive, Suite 400, Santa Ana, California 92707 Attention: Chief Financial Officer (or such other office or agency of the Company as it may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Company at any time within the period above named) and upon payment to the Company by certified check, bank draft or wire transfer of the Warrant Purchase Price (as hereinafter defined in paragraph 3A(1)) for a fraction of a share) which may be the shares being purchased hereunderupon such exercise. The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates Subject to the provisions of paragraph 2 below, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder holder hereof by the Company at the Company’s expense within a reasonable time time, not exceeding ten business days, after the rights represented by this Warrant shall have been so exercised. In case exercised (unless such exercise shall be in connection with an underwritten public offering of a purchase shares of less than all the shares Common Stock, in which may be purchased under this Warrantevent concurrently with such exercise), the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive representing the number of shares of Common Stock equal Stock, if any, with respect to an amount (as determined below) by surrender of which this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue not then have been exercised shall also be delivered to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercisedholder hereof within such time. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder at any time, or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder. (b) Notwithstanding any provisions herein to the contrarycontrary and if at any time after the completion of the then-applicable holding period required by Rule 144 under the Securities Act, or any successor provision then in effect, there is no effective registration statement on file with the Securities and Exchange Commission registering, or no current prospectus available for, the resale of the Common Stock issuable under this Warrant by the Holder, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This The rights represented by this Warrant is exercisable at may be exercised by the option of the Holder Holder, in whole or in part, at any time, time or from time to timetime during the Exercise Period (subject to Section 2), up upon presentation and surrender of this Warrant to the Expiration Date Company, at its principal office as set forth on the first page of this Warrant, with a duly executed subscription (in the form attached hereto) and accompanied by payment of the Purchase Price for all each share of Common Stock purchased. Such payment shall be made, in cash or by certified, bank, or cashier's check, payable to the order of the Company. Notwithstanding the foregoing provisions requiring payment in cash or by check, the Holder may from time to time at the Holder's option pay the Purchase Price or any part portion thereof by surrendering to the Company, in lieu of such payment, the right of the Holder to receive a number of shares of Common Stock having an aggregate Market Value equal to such Purchase Price (but not for or portion thereof) on the date of exercise (a fraction "Cashless Exercise"). For purposes of the foregoing, the "Market Value" of a share) which share of 2 Common Stock as of a relevant date means the closing price on the trading day preceding such date with respect to the Common Stock on a national securities exchange or the Nasdaq National Market or Nasdaq SmallCap Market, as the case may be purchased hereunderbe. The Company agrees that closing price shall be: (i) the last sale price of shares of the Common Stock on such trading day or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported by the principal exchange on which the Common Stock is then listed or admitted to trading or by the Nasdaq Stock Market; or (ii) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or the Nasdaq National Market or the Nasdaq SmallCap Market, the average of the reported closing bid and asked prices thereof on such date in the over-the-counter market as shown on the National Association of Securities Dealers automated quotation system. The Cashless Exercise rights of the Holder shall be of no force or effect unless the Common Stock is then listed, admitted to trading, or reported. The shares of Common Stock purchased under this Warrant hereunder shall be and are deemed to be have been issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered to the Company, properly endorsed, together along with the completedsubscription and full payment, executed Form of Subscription and payment made whether by cash, check or Cashless Exercise, for such sharesthe shares purchased. Certificates for the shares so purchased and, unless this Warrant shall have expired, a new Warrant representing the number of shares of Common Stock so purchasedStock, together if any, with any other securities or property respect to which the Holder hereof is entitled upon such exercisethis Warrant shall not then have been exercised, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be , and in such denominations of Common Stock as may be requested by any event within 30 days, after the Holder hereof and shall be registered in has complied with the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercisedSection 1. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder of record hereof, at any time, time or from time to time, up to the Expiration Date for all or and any part of the shares of Common Stock Warrant Shares (but not for a fraction of a share) which ). At the option of the Holder, the Purchase Price for the Warrant Shares being purchased upon any exercise may be purchased hereunderpaid by (i) delivery of cash or a check, (ii) "net exercise" as provided in the following Section 2, or (iii) reduction (on a dollar for dollar basis) in the principal balance of any indebtedness of the Company owned by the Holder. At the time of any exercise of this Warrant, at the Holder's option, the Company shall pay all accrued unpaid interest owing under the indebtedness being reduced to Holder in cash or the Holder may apply such accrued unpaid interest to the Purchase Price of the Warrant. The Holder shall surrender the instrument evidencing the indebtedness being charged to the Company which shall issue a new instrument reflecting the remaining principal balance thereof. The Company agrees that the shares of Common Stock Warrant Xxxxxx purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. Each stock certificate so delivered shall be in such denominations as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder. In case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares Warrant Shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by , not exceeding fifteen (15) days after the Holder hereof and shall be registered in the name date of such Holdersurrender. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. The exercise of this Warrant shall be subject to the following conditions: (a1) This the Holder may not exercise its right under this Warrant to subscribe for 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 100,000 prior to and/or by the end of August 4, 2007; (2) the Holder may not exercise its right under this Warrant to subscribe for an additional 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 200,000 prior to and/or by the end of August 4, 2007; and (3) the Holder may not exercise its right under this Warrant to subscribe for the remaining 1,000,000 Common Shares unless and until the Number of Concurrent Users of the Localized Game in the PRC has reached 300,000 prior to and/or by the end of August 4, 2007. Notwithstanding the above conditions, if in respect of any Valid Period the Holder expects that the above conditions cannot be met, and prior to the expiration of such Valid Period, the Holder submits to the Company a request to exercise the Warrant and reasonable evidence proving that such failure to meet the conditions is exercisable at caused solely due to the option quality or technical problems of the Company's servers or other facilities and without any default on the part of the Holder at any time, or from time to time, up to the Expiration Date for all under this Warrant or any part default on the party of the shares Holder under the Software License Agreement entered into between the Holder and T2 Entertainment dated August 4, 2005, the Holder shall still be entitled to subscribe for the Warrant Shares available for such Valid Period within five (5) days after the expiration of such Valid Period. This Warrant shall be null and void for the Common Stock (but Shares not for a fraction exercised hereunder immediately upon the stoppage of a share) which may be purchased hereunderT2 Entertainment operating the Localized Game due to breach by the Holder of the Software License Agreement in connection with the Localized Game entered into between the Holder and T2 Entertainment dated August 4, 2005. The Company agrees that the shares of Common Stock Shares to be purchased under this Warrant shall be and are deemed to be issued to the Holder hereof (or to the nominee of the Holder) as the record recorded owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with and the completed, executed Form of Subscription shall have been delivered, and payment shall have been made for such shares, subject to the entry of such shares in the register of members of the Company, which the Company shall undertake to do immediately upon presentation of the Form of Subscription. Certificates for the shares of Common Stock Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. Each share certificate so delivered shall be in such denominations of Common Shares as may be requested by the Holder hereof and shall be registered in the name of the Holder or in the name of the Holder's nominee. In case of a purchase of less than all the shares Warrant Shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant warrant or Warrants warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant Warrant, surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Warrant, together with a completed Exercise Agreement in the form attached hereto (a) This Warrant is exercisable “Exercise Agreement”), during normal business hours on any business day at the option principal office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Company) at any time, or from time to time, up prior to the Expiration Date and upon payment to the Company by certified check or wire transfer in an amount equal to the Exercise Price for all the Warrant Shares to be purchased in connection with such exercise. The Holder may, at its option, pay for the Warrant Shares by tendering Common Stock, including Warrant Shares and the right to receive Warrant Shares, valued at their Fair Market Price Per Share on the date of exercise, or any part combination of the shares of cash and Common Stock (but not for a fraction of a share) which may be purchased hereunderStock. The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be issued to the Holder hereof or its designee (subject to the transfer restrictions applicable to this Warrant or to Warrant Shares) as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which representing the Holder hereof is entitled upon such exerciseaggregate number of shares specified in said Exercise Agreement, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant shall have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each The stock certificate or certificates so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and Holder, shall be registered in the name of said Holder or such Holder. other name as shall be designated by said Holder (b) Notwithstanding any provisions herein subject to the contrarytransfer restrictions applicable to this Warrant and to the Warrant Shares) and shall bear a restrictive legend similar to that on this Warrant unless in the opinion of counsel to the Holder such legend is not required in order to comply with the Securities Act. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of said stock certificates(s), deliver to said Holder may exercise this a new Warrant by a cashless exercise and shall receive representing the right to purchase the number of shares of Common Stock equal with respect to an amount which this Warrant shall not then have been exercised. The Company shall pay all expenses and charges payable in connection with the preparation, execution and delivery of stock certificates (as determined belowand any new Warrants) by surrender except that, in case such stock certificates shall be registered in a name or names other than the Holder of this Warrant or such Holder’s nominee, funds sufficient to pay all stock transfer taxes which shall be payable in connection with the execution and delivery of such stock certificates shall be paid by the Holder to the Company at the principal office time of delivery of such stock certificates by the Company together with the properly endorsed Notice as mentioned above. This Warrant shall be exercisable only for a whole number of Exercise in which event the Company shall issue to the Holder a number Warrant Shares. No fractions of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number Stock, or scrip for any such fractions of shares of Common Stock to shares, shall be issued upon the exercise of this Warrant. The Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value Fair Market Price Per Share of one share of Common StockStock at the time of such exercise multiplied by such fraction computed to the nearest whole cent.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company’s Articles of Incorporation, as amended, an event causing automatic conversion of the Company’s Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of this Warrant would have been so converted (and, where the context requires, reference to “Preferred Stock” shall be deemed to be or include such Common Stock, as may be appropriate). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise The Holder. in lieu of exercising this Warrant by a cashless exercise the cash payment of the Stock Purchase Price pursuant to clause (a) of this Section l, may elect, at any time on or before the Expiration Date, to surrender this Warrant and shall receive that number of shares of Preferred Stock equal to the quotient of (i) the difference between (A) the Per Share Price (as hereinafter defined) of the Preferred Stock, less (B) the Stock Purchase Price then in effect, multiplied by the number of shares of Common Preferred Stock equal the Holder would otherwise have been entitled to an amount purchase hereunder pursuant to clause (as determined belowa) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a Section 1 [or such lesser number of shares as the Holder may designate in the case of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.this Warrant); over (ii)

Exercise; Issuance of Certificates; Payment for Shares. (a) This The rights represented by this Warrant is exercisable at may be exercised by the option of the Holder Holder, in whole or in part, at any time, time or from time to timetime during the Exercise Period, up upon presentation and surrender of this Warrant to the Expiration Date Company, at its principal executive office as set forth in the Company's most recent filings with the Securities and Exchange Commission, with a duly executed subscription (in the form attached hereto) and accompanied by payment of the Purchase Price for all each share of Common Stock purchased. Such payment shall be made, in cash or by certified bank or cashier's check, payable to the order of the Company. Notwithstanding the foregoing provisions requiring payment in cash or by check, the Holder may from time to time at the Holder's option pay the Purchase Price or any part portion thereof by surrendering to the Company, in lieu of such payment, the right of the Holder to receive a number of shares of Common Stock having an aggregate Market Value equal to such Purchase Price (but not for or portion thereof) on the date of exercise (a fraction "Cashless Exercise"). For purposes of the foregoing, the "Market Value" of a share) which share of Common Stock as of a relevant date means the closing price on the trading day preceding such date with respect to the Common Stock on a national securities exchange or the Nasdaq National Market or Nasdaq SmallCap Market or the Nasdaq OTC, as the case may be purchased hereunder. The Company agrees that closing price shall be: (i) the last sale price of shares of the Common Stock on such trading day or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported by the principal exchange on which the Common Stock is then listed or admitted to trading or by the Nasdaq Stock Market; or (ii) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or the Nasdaq National Market or the Nasdaq SmallCap Market, the average of the reported closing bid and asked prices thereof on such date in the over-the-counter market as shown on the National Association of Securities Dealers automated quotation system. The Cashless Exercise rights of the Holder shall be of no force or effect unless the Common Stock is then listed, admitted to trading, or reported. The shares of Common Stock purchased under this Warrant hereunder shall be and are deemed to be have been issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered to the Company, properly endorsed, together along with the completedsubscription and full payment, executed Form of Subscription and payment made whether by cash or check, for such sharesthe shares purchased. Certificates for the shares so purchased and, unless this Warrant shall have expired, a new Warrant representing the number of shares of Common Stock so purchasedStock, together if any, with any other securities or property respect to which the Holder hereof is entitled upon such exercisethis Warrant shall not then have been exercised, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be , and in such denominations of Common Stock as may be requested by any event within 10 business days, after the Holder hereof and shall be registered in has complied with the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercisedSection 1. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the Form of Subscription attached hereto shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company Company, at the Company’s expense expense, within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant warrant or Warrants warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of Holder or such other name as shall be designated by Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryHolder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise the cash payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to surrender this Warrant and shall receive the that number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where Where: X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon that Holder would otherwise have been entitled to purchase hereunder pursuant to Section 1(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercisedthis Warrant). A = the Exercise PricePer Share Price (as defined in Section 1(c) below) of one (1) share of Stock at the time the net issuance election under this Section 1(b) is made. B = the per share market value Stock Purchase Price then in effect. Election to exercise under this Section 1(b) may be made by delivering a signed form of one share subscription to Company via facsimile, to be followed by delivery of Common Stockthis Warrant. Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the last business day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Stock purchasable hereunder, then effective as 9:00 a.m. (Eastern Standard Time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant in full pursuant to the provisions of this Section 1(b), and upon surrender of this Warrant shall be entitled to receive that number of shares of Stock computed using the above formula, provided that the application of such formula as of the Expiration Date yields a positive number for “X”. (c) For purposes of Section 1(b), “Per Share Price” means:

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant ------------------------------------------------------ is exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date Date, for all or any part of the shares of Common Stock Warrant Shares (but not for a fraction of a share), upon surrender to the Company at its principal office at 00 Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 (or at such other location as the Company may advise Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto as Exhibit A duly completed and signed --------- and upon payment in cash or by check (unless this Warrant is being converted pursuant to Section 2) of the aggregate Stock Purchase Price for the number of Warrant Shares for which may be purchased hereunderthis Warrant is being exercised. The Company agrees that the shares of Common Stock Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment shall have been made for such shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares Warrant Shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable timetime after the date of such surrender. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of Holder or such other name as shall be designated by Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) 2.1 This Warrant is exercisable at the option of the Holder at any time, or time and from time to time after the date hereof and until 5:00 P.M. (California time, up to ) on the Expiration Date for all or any part portion of the shares Warrant Shares that may be acquired hereunder. 2.2 This Warrant shall be exercised upon surrender to the Company of Common Stock this Warrant together with a completed and executed Subscription Agreement in the form attached hereto as Exhibit A, and upon payment of the Exercise Price for the number of Warrant Shares for which this Warrant is being exercised. Payment for Warrant Shares may be made in any one or a combination of the following forms at the option of Holder: (but not for i) by cashier’s check or wire transfer in the amount of the Exercise Price, (ii) by the surrender to the Company of securities of the Company and/or any subsidiary of the Company having a fraction Fair Value equal to the Exercise Price, (iii) by forgiveness of any indebtedness owed by the Company and/or any subsidiary of the Company in the amount of the Exercise Price, and/or (iv) by the surrender to the Company of that portion of this Warrant having a Fair Value equal to the amount of the Exercise Price. For purposes of clause (iv) above, the Fair Value of this Warrant (or portion hereof) as of a given date shall mean such amount as determined by Holder and the Company using Black-Scholes valuation methodology. 2.3 In lieu of exercising this Warrant as provided is Section 2.2 above, Holder may from time to time at Holder’s option convert this Warrant, in whole or in part, into a number of Warrant Shares determined by dividing (A) the aggregate Fair Value of such shares otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share. 2.4 For purposes of Sections 2.2(ii) and 2.3 above, the Fair Value of securities of as of a given date shall mean: (i) the average closing price of such securities on the principal exchange (or NASDAQ NMS) on which may such securities are then trading, if any (or as reported on any composite index which includes such principal exchange), on the twenty most recent trading days immediately prior to such date; or (ii) if such securities are not traded on an exchange (or NASDAQ NMS) but are quoted on NASDAQ Small Cap or a successor quotation system, the average mean between the closing bid and asked prices for such securities, on the twenty most recent trading days immediately prior to such date as reported by NASDAQ Small Cap or such successor quotation system; or (iii) if such securities are not publicly traded on an exchange (or NASDAQ NMS) or quoted on NASDAQ Small Cap or a successor quotation system, the Fair Value shall mean such amount as mutually agreed upon by the Company and Holder. In the event that the Company and Holder cannot reach agreement on Fair Value under clause (iii) above, the Fair Value shall be purchased hereunder. determined by an investment banking firm mutually agreed upon by the Company and Holder with the Company paying all of the fees, costs and expenses of such investment banking firm and otherwise associated with determining the Fair Value. 2.5 The Company agrees that the shares of Common Stock purchased any Warrant Shares issued under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription and surrendered (subject to payment being made for such sharesWarrant Shares as provided herein). Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company or its transfer agent at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant exercised and execute and deliver a new Warrant or Warrants of like tenor, payment for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable timeWarrants Shares has been made. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of Holder or such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant other name as shall be designated by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable If, upon exercise of this Warrant, fewer than all of the Warrant orShares subject to this Warrant are purchased prior to the Expiration Date of this Warrant, if only a portion one or more new Warrants substantially in the form of, and on the terms in, this Warrant will be issued for the remaining number of the Warrant is being exercised, the portion of the Warrant being exercisedShares not purchased upon such exercise. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder holder of record hereof, at any time, time or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription Subscription 1. delivered and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This The rights represented by this Warrant is exercisable at may be exercised by the option of the Holder Holder, in whole or in part, at any time, time or from time to timetime during the Exercise Period, up upon presentation and surrender of this Warrant to the Expiration Date Company, at its principal office as set forth on the first page of this Warrant, with a duly executed subscription (in the form attached hereto) and accompanied by payment of the Purchase Price for all each share of Common Stock purchased. Such payment shall be made, in cash or by certified, bank, or cashier's check, payable to the order of the Company. Notwithstanding the foregoing provisions requiring payment in cash or by check, the Holder may from time to time at the Holder's option pay the Purchase Price or any part portion thereof by surrendering to the Company, in lieu of such payment, the right of the Holder to receive a number of shares of Common Stock having an aggregate Market Value equal to such Purchase Price (but not for or portion thereof) on the date of exercise (a fraction "Cashless Exercise"). For purposes of the foregoing, the "Market Value" of a share) which share of Common Stock as of a relevant date means the closing price on the trading day preceding such date with respect to the Common Stock on a national securities exchange or the Nasdaq National Market or Nasdaq SmallCap Market, as the case may be purchased hereunder. The Company agrees that closing price shall be: (i) the last sale price of shares of the Common Stock on such trading day or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported by the principal exchange on which the Common Stock is then listed or admitted to trading or by the Nasdaq Stock Market; or (ii) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or the Nasdaq National Market or the Nasdaq SmallCap Market, the average of the reported closing bid and asked prices thereof on such date in the over-the-counter market as shown on the National Association of Securities Dealers automated quotation system. The Cashless Exercise rights of the Holder shall be of no force or effect unless the Common Stock is then listed, admitted to trading, or reported. The shares of Common Stock purchased under this Warrant hereunder shall be and are deemed to be have been issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered to the Company, properly endorsed, together along with the completedsubscription and full payment, executed Form of Subscription and payment made whether by cash, check or Cashless Exercise, for such sharesthe shares purchased. Certificates for the shares so purchased and, unless this Warrant shall have expired, a new Warrant representing the number of shares of Common Stock so purchasedStock, together if any, with any other securities or property respect to which the Holder hereof is entitled upon such exercisethis Warrant shall not then have been exercised, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be , and in such denominations of Common Stock as may be requested by any event within 30 days, after the Holder hereof and shall be registered in has complied with the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercisedSection 1. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (abut not as to a fractional share) This Warrant is exercisable at the option principal office of the Holder Company at any time5038 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000 (xx such office or agency of the Company as it may from time to timetime reasonably designate) at any time within the aforementioned period, up and by payment to the Expiration Date for all Company by certified check or any part bank draft of the Warrant Exercise Price for such shares. The Holder may also exercise this Warrant in whole or in part in a "cashless" or "net-issue" exercise. In the latter event, the Holder will deliver this Warrant to the Company with a notice stating the number of shares to be delivered to the Holder and the number of shares with respect to which the Warrant is being surrendered in payment of the aggregate Warrant Exercise Price for the shares to be delivered to the Holder. For purposes of this provision, all shares as to which the Warrant is surrendered will be valued at the Current Market Price (as defined below). The notice accompanying the Warrant shall also set forth the number of shares remaining subject to the Warrant. As an example of the foregoing, if the Warrant Exercise Price 14 is $5.00 per share, the Current market Price is $10.00 per share, and the Warrant were exercised for 1,000 shares, the Company would deliver 500 shares of the Company's Common Stock to the Holder and the Warrant would be surrendered for exercise with respect to the remaining 500 shares in payment of the $5,000 Aggregate Warrant Exercise Price. The Company shall not be obligated to issue fractional shares of Common Stock upon exercise of this Warrant but shall pay to the Holder an amount in cash equal to the Current Market Price per share multiplied by such fraction (but not for a fraction of a share) which may be purchased hereunderrounded to the nearest cent). The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates Subject to the provisions of the next succeeding paragraph and this paragraph 1, certificates for the shares of Common Stock stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time four business days after the rights represented by this Warrant shall have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant shall not then have been exercised or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase shall also be delivered to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holdertwo business days. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) 2.1 This Warrant is exercisable at the option of the Holder at any time, or time and from time to time after the date hereof and until 5:00 P.M. (California time, up to ) on the Expiration Date for all or any part portion of the shares Warrant Shares that may be acquired hereunder. 2.2 This Warrant shall be exercised upon surrender to the Company of Common Stock this Warrant together with a completed and executed Subscription Agreement in the form attached hereto as Exhibit A, and upon payment of the Exercise Price for the number of Warrant Shares for which this Warrant is being exercised. Payment for Warrant Shares may be made in any one or a combination of the following forms at the option of Holder: (but not for i) by cashier’s check or wire transfer in the amount of the Exercise Price, (ii) by the surrender to the Company of securities of the Company and/or any subsidiary of the Company having a fraction Fair Value equal to the Exercise Price, (iii) by forgiveness of any indebtedness owed by the Company and/or any subsidiary of the Company in the amount of the Exercise Price, and/or (iv) by the surrender to the Company of that portion of this Warrant having a Fair Value equal to the amount of the Exercise Price. For purposes of clause (iv) above, the Fair Value of this Warrant (or portion hereof) as of a given date shall mean such amount as determined by Holder using Black-Scholes valuation methodology. 2.3 In lieu of exercising this Warrant as provided is Section 2.2 above, Holder may from time to time at Holder’s option convert this Warrant, in whole or in part, into a number of Warrant Shares determined by dividing (A) the aggregate Fair Value of such shares otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share. 2.4 For purposes of Sections 2.2(ii) and 2.3 above, the Fair Value of securities of as of a given date shall mean: (i) the average closing price of such securities on the principal exchange (or NASDAQ NMS) on which may such securities are then trading, if any (or as reported on any composite index which includes such principal exchange), on the twenty most recent trading days immediately prior to such date; or (ii) if such securities are not traded on an exchange (or NASDAQ NMS) but are quoted on NASDAQ Small Cap or a successor quotation system, the average mean between the closing bid and asked prices for such securities, on the twenty most recent trading days immediately prior to such date as reported by NASDAQ Small Cap or such successor quotation system; or (iii) if such securities are not publicly traded on an exchange (or NASDAQ NMS) or quoted on NASDAQ Small Cap or a successor quotation system, the Fair Value shall mean such amount as mutually agreed upon by the Company and Holder. In the event that the Company and Holder cannot reach agreement on Fair Value under clause (iii) above, the Fair Value shall be purchased hereunder. determined by an investment banking firm mutually agreed upon by the Company and Holder with the Company paying all of the fees, costs and expenses of such investment banking firm and otherwise associated with determining the Fair Value. 2.5 The Company agrees that the shares of Common Stock purchased any Warrant Shares issued under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription and surrendered (subject to payment being made for such sharesWarrant Shares as provided herein). Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company or its transfer agent at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant exercised and execute and deliver a new Warrant or Warrants of like tenor, payment for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable timeWarrants Shares has been made. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of Holder or such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant other name as shall be designated by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable If, upon exercise of this Warrant, fewer than all of the Warrant orShares subject to this Warrant are purchased prior to the Expiration Date of this Warrant, if only a portion one or more new Warrants substantially in the form of, and on the terms in, this Warrant will be issued for the remaining number of the Warrant is being exercised, the portion of the Warrant being exercisedShares not purchased upon such exercise. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder Holder, at any time, time or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which that may be purchased hereunder. To exercise this Warrant, Holder must surrender this Warrant to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) together with a properly endorsed Form of Subscription attached hereto as Exhibit A-1. Holder must also tender payment in cash or by check of the aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which (a) this Warrant shall have been surrendered, surrendered and properly endorsed, together with ; (b) the completed, executed Form of Subscription shall have been completed, executed, and endorsed; and, (c) the payment made for such sharesshares shall have been delivered. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder and shall be registered in the name of such Holder. In case the event of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered Notwithstanding the foregoing provisions of this Section 1, the Holder shall be in such denominations entitled to the benefit of the following provisions upon the occurrence of each of the specified events: (i) If, at the time the Holder exercises any portion of this Warrant, the Common Stock is publicly traded and the Stock Purchase Price is lower than the then-current market price of the Common Stock as may be requested by of the Holder hereof and shall be registered exercise date ("Market Price"), then, in lieu of tendering payment of the name of such Holder. (b) Notwithstanding any provisions herein to the contraryrequired Stock Purchase Price, the Holder may exercise surrender the exercised portion of this Warrant by a cashless exercise and shall receive the in exchange for that number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant which could be purchased that date at the principal office Market Price utilizing the difference obtained by subtracting (A) the Stock Purchase Price for the shares which would have been issued upon exercising that portion of the Warrant from (B) the Market Price of that same number of shares as of that date. (ii) If, at any time prior to the Expiration Date, the Company declares an extraordinary dividend, which shall not include dividends from earnings but rather be defined as a dividend associated with a major asset sale wherein the dividend is made from the proceeds of said sale and decreases the assets of the Company together with or is one wherein the properly endorsed Notice asset value of Exercise in which event the Company is decreased in excess of the current years' net earnings, to its shareholders ("Special Dividend"), then the Holder shall issue be entitled to receive as of that Special Dividend payment date a payment from the Company equal in value to the amount that the Holder a would have received from that Special Dividend if the Holder, as of the day before the effective date of the Special Dividend, had been issued 50% of the maximum number of shares of Common Stock computed using that the following formula: X = Y - Holder could have acquired if it had exercised the entire Warrant as of that date. (A)(Yiii) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant orIf, if only each December 31st as a portion of the Warrant is being exercisedbecomes eligible for exercise, should Holder elect to not exercise such right, then the Company will cancel that portion and provide a cash payment to Holder of Thirty-seven Thousand Five Hundred Dollars ($37,500) in lieu of the exercise by Holder of the then eligible for exercise portion of the Warrant. The Company shall have sixty (60) days to make said payment after receipt of notice from Holder that they have elected to not exercise the portion of the Warrant being exercisedeligible for exercise that December 31st. Such an election to receive a payment instead of exercising a portion of the Warrant in one year does not effect Holder's ability to make an exercise in a later year. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder at any time, or from time to time, up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder Holder, at any time, time or from time to time, up before 5:00 p.m. Mountain Standard Time on November 20, 2003 (the "Expiration Date") upon surrender to the Expiration Date for all Company, at its principal office or any part such other place as Company may designate, of this Warrant properly endorsed with the Form of Subscription (attached hereto) fully filled in, signed and, if applicable, payment, by cashless exercise notice (closing price on the date of notice shall govern net issue of shares), cashier's check or wire transfer, of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderPurchase Price. The Holder must exercise this Warrant in full by November 20, 2003. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription (attached to this Warrant) delivered and payment made by cashless exercise notice (net shares to be issued), cashier's check or wire transfer for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) 2.1 This Warrant is exercisable at the option of the Holder at any time, or time and from time to time after the date hereof and until 5:00 P.M. (California time, up to ) on the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant Shares that may be acquired hereunder. 2.2 This Warrant shall be exercised upon surrender to the Company of this Warrant together with a completed and executed Subscription Agreement in the form attached hereto as Exhibit A, and upon payment of the Exercise Price for the number of Warrant Shares for which this Warrant is being exercised. Payment for Warrant Shares may be made in any one or a combination of the following forms at the option of Holder: (i) by cashier’s check or wire transfer in the amount of the Exercise Price, (ii) by the surrender to the Company of securities of the Company and/or any subsidiary of the Company having a Fair Value equal to the Exercise Price, (iii) by forgiveness of any indebtedness owed by the Company and/or any subsidiary of the Company in the amount of the Exercise Price, and/or (iv) by the surrender to the Company of that portion of this Warrant having a Fair Value equal to the Warrant being exercised. A = amount of the Exercise Price. B = For purposes of clause (iv) above, the per share market value Fair Value of this Warrant (or portion hereof) as of a given date shall mean such amount as determined by Holder using Black-Scholes valuation methodology. 2.3 In lieu of exercising this Warrant as provided is Section 2.2 above, Holder may from time to time at Holder’s option convert this Warrant, in whole or in part, into a number of Warrant Shares determined by dividing (A) the aggregate Fair Value of such shares otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one share such share. 2.4 For purposes of Common Stock.Sections 2.2(ii) and 2.3 above, the Fair Value of securities of as of a given date shall mean: (i) the average closing price of such securities on the principal exchange (or NASDAQ NMS) on which such securities are then trading, if any (or as reported on any composite index which includes such principal exchange), on the twenty most recent trading days immediately prior to such date; or (ii) if such securities are not traded on an exchange (or NASDAQ NMS) but are quoted on NASDAQ Small Cap or a successor quotation system, the average mean between the closing bid and asked prices for such securities, on the twenty most recent trading days immediately prior to such date as reported by NASDAQ Small Cap or such successor quotation system; or (iii) if such securities are not publicly traded on an exchange (or NASDAQ NMS) or quoted on NASDAQ Small Cap or a successor quotation system, the Fair Value shall mean such amount as mutually agreed upon by the Company and Holder. In the event that the Company and Holder cannot reach agreement on Fair Value under clause (iii) above, the Fair Value shall be determined by an investment banking firm mutually agreed upon by the Company and Holder with the Company paying all of the fees, costs and expenses of such investment banking firm and otherwise associated with determining the Fair

Exercise; Issuance of Certificates; Payment for Shares. (a) This The rights represented by this Warrant is exercisable at may be exercised by the option of the Holder Holder, in whole or in part, at any time, time or from time to timetime during the Exercise Period, up upon presentation and surrender of this Warrant to the Expiration Date Company, at its principal office as set forth on the first page of this Warrant, with a duly executed subscription (in the form attached hereto) and accompanied by payment of the Purchase Price for all each share of Common Stock purchased. Such payment shall be made in cash or by wire transfer. Notwithstanding the foregoing provisions requiring payment in cash or by wire transfer, the Holder may from time to time at the Holder's option pay the Purchase Price or any part portion thereof by surrendering to the Company, in lieu of the such cash payment, (i) shares of Common Stock having an aggregate Common Stock Market Value equal to such Purchase Price (but not for or portion thereof) on the Exercise Date, as defined below or (ii) the right of the Holder to receive a fraction number of shares of Common Stock having an aggregate Rights Market Value, as defined below, equal to such Purchase Price (a portion thereof), on the Exercise Date (a "Cashless Exercise"). For purposes of the foregoing, the "Common Stock Market Value" of a share) which share of Common Stock as of the Exercise Date means the closing price on the trading day preceding such date with respect to the Common Stock on a national securities exchange or the Nasdaq National Market or Nasdaq SmallCap Market, as the case may be purchased hereunderbe. The closing price shall be: (i) the last sale price of shares of the Common Stock on such trading day or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported by the principal exchange on which the Common Stock is then listed or admitted to trading or by the Nasdaq Stock Market; or (ii) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or the Nasdaq National Market or the Nasdaq SmallCap Market, the average of the reported closing bid and asked prices thereof on such date in the over-the-counter market as shown on the National Association of Securities Dealers automated quotation system. The Cashless Exercise rights of the Holder shall be of no force or effect unless the Common Stock is then listed, admitted to trading, or reported. The Common Stock Market Value shall not be reduced because of the existence of limitations on transfer under the Act, as defined herein. If the Holder pays the Purchase Price or any portion thereof by surrendering to the Company agrees that rights to receive shares of Common Stock, the "Rights Market Value" on the Exercise Date shall be equal to the number of rights to purchase a whole share of Common Stock times the Common Stock Market Value minus the amount payable to the Company to exercise such right. The shares of Common Stock purchased under this Warrant hereunder shall be and are deemed to be have been issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered to the Company, properly endorsed, together along with the completedsubscription and full payment, executed Form of Subscription and payment made whether by cash, wire transfer or Cashless Exercise, for such sharesthe shares purchased (the "Exercise Date"). Certificates for the shares so purchased and, unless this Warrant shall have expired, a new Warrant representing the number of shares of Common Stock so purchasedStock, together if any, with any other securities or property respect to which the Holder hereof is entitled upon such exercisethis Warrant shall not then have been exercised, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be , and in such denominations of Common Stock as may be requested by any event within 30 days, after the Holder hereof and shall be registered in has complied with the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercisedSection 1. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder of record hereof, at any time, time or from time to time, time after the Commencement Date and up to the Expiration Date Date, for all or and any part of the shares of Common Stock Warrant Shares (but not for a fraction of a share) which may be purchased hereunder). The Company agrees that the shares of Common Stock Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares Warrant Shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time, not exceeding fifteen (15) days after the date of such surrender. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. The In the event, however, that pursuant to Company’s Certificate of Incorporation, as amended, an event causing automatic conversion of Company’s Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of Company into which the Preferred Stock not purchased upon any prior exercise of this Warrant would have been so converted (and, where the context requires, reference to “Preferred Stock” shall be deemed to be or include such Common Stock, as may be appropriate). Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryHolder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise the cash payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to surrender this Warrant and shall receive the that number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Preferred Stock computed using the following formula: X = Y - (A)(Y) B Where Where: X = the number of shares of Common Preferred Stock to be issued to the Holder. Y = the number of shares of Common Preferred Stock purchasable upon that Holder would otherwise have been entitled to purchase hereunder pursuant to Section 1(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercisedthis Warrant). A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company's Articles of Incorporation, as amended, an event causing automatic conversion of the Company's Preferred Stock shall have occurred prior to the exercise of this warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of the Warrant would have been so converted (and, where the context requires, reference to "Preferred Stock" shall be deemed to include such Common Stock). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Preferred Stock as may be reasonably requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryThe Holder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise and shall the payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to receive that number of shares of Preferred Stock equal to the quotient of: (i) the difference between (A) the Per Share Price (as hereinafter defined) of the Preferred Stock, less (B) the Stock Purchase Price then in effect, multiplied by the number of shares of Common Preferred Stock equal the Holder would otherwise have been entitled to an amount purchase hereunder pursuant to clause (as determined belowa) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a Section 1 (or such lesser number of shares as the Holder may designate in the case of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.this Warrant); over

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for $8.00 per share. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryThe Holder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise and shall the payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to receive the that number of shares of Common Stock equal to an amount the quotient of: (i) the difference between (A) the Per Share Price (as determined belowhereinafter defined) by surrender of this Warrant at the principal office of the Company together with Common Stock, less (B) the properly endorsed Notice of Exercise Stock Purchase Price then in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = effect, multiplied by the number of shares of Common Stock the Holder would otherwise have been entitled to be issued purchase hereunder pursuant to the Holder. Y = the clause (a) of this Section 1 (or such lesser number of shares as the Holder may designate in the case of Common Stock purchasable upon a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.this Warrant); over

Exercise; Issuance of Certificates; Payment for Shares. (a) This The rights represented by this Warrant is exercisable at may be exercised by the option of the Holder Holder, in whole or in part, at any time, time or from time to timetime during the Exercise Period, up upon presentation and surrender of this Warrant to the Expiration Date Company, at its principal office as set forth on the first page of this Warrant, with a duly executed subscription (in the form attached hereto) and accompanied by payment of the Purchase Price for all each share of Common Stock purchased. Such payment shall be made, in cash or by certified, bank, or cashier's check, payable to the order of the Company. Notwithstanding the foregoing provisions requiring payment in cash or by check, the Holder may from time to time at the Holder's option pay the Purchase Price or any part portion thereof by surrendering to the Company, in lieu of such payment, the right of the Holder to receive a number of shares of Common Stock having an aggregate Market 2 Value equal to such Purchase Price (but not for or portion thereof) on the date of exercise (a fraction "Cashless Exercise"). For purposes of the foregoing, the "Market Value" of a share) which share of Common Stock as of a relevant date means the closing price on the trading day preceding such date with respect to the Common Stock on a national securities exchange or the Nasdaq National Market or Nasdaq SmallCap Market, as the case may be purchased hereunderbe. The Company agrees that closing price shall be: (i) the last sale price of shares of the Common Stock on such trading day or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported by the principal exchange on which the Common Stock is then listed or admitted to trading or by the Nasdaq Stock Market; or (ii) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or the Nasdaq National Market or the Nasdaq SmallCap Market, the average of the reported closing bid and asked prices thereof on such date in the over-the-counter market as shown on the National Association of Securities Dealers automated quotation system. The Cashless Exercise rights of the Holder shall be of no force or effect unless the Common Stock is then listed, admitted to trading, or reported. The shares of Common Stock purchased under this Warrant hereunder shall be and are deemed to be have been issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered to the Company, properly endorsed, together along with the completedsubscription and full payment, executed Form of Subscription and payment made whether by cash, check or Cashless Exercise, for such sharesthe shares purchased. Certificates for the shares so purchased and, unless this Warrant shall have expired, a new Warrant representing the number of shares of Common Stock so purchasedStock, together if any, with any other securities or property respect to which the Holder hereof is entitled upon such exercisethis Warrant shall not then have been exercised, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be , and in such denominations of Common Stock as may be requested by any event within 30 days, after the Holder hereof and shall be registered in has complied with the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercisedSection 1. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (abut not as to a fractional share) This Warrant is exercisable at the option principal office of the Holder at any time, Company (or such office or agency of the Company as it may from time to timetime reasonably designate) at any time within the aforementioned period, up and by payment to the Expiration Date for all Company by certified check or any part bank draft of the Warrant Exercise Price for such shares. The Company shall not be obligated to issue fractional shares of Common Stock upon exercise of this Warrant but shall pay to the Holder an amount in cash equal to the Current Market Price per share multiplied by such fraction (but not for a fraction of a share) which may be purchased hereunderrounded to the nearest cent). The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates Subject to the provisions of the next succeeding paragraph and this Paragraph 1, certificates for the shares of Common Stock stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time two business days after the rights represented by this Warrant shall have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant representing the number of shares, if any, with respect to which this Warrant shall not then have been exercised or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase shall also be delivered to the Holder hereof within a reasonable timetwo business days. Each stock certificate so delivered For the purpose of any computation under this Section the "Current Market Price" at any date (the "Computation Date") shall be in such denominations deemed to be the average of the daily closing prices of the Common Stock as may for ten consecutive trading days ending the trading day immediately prior to the Computation Date. The closing price for each day shall be requested the last reported sale price or, in case no such reported sale takes place on such date, the average of the last reported bid and asked prices, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed if that is the principal market for the Common Stock or if not listed or admitted to trading on any national securities exchange or if such national securities exchange is not the principal market for the Common Stock, the closing bid prices reported by the Holder hereof National Association of Securities Dealers Automated Quotation System or its successor, if any, or such other generally accepted source of publicly reported bid and asked quotations as the Company may reasonably designate. If the price of the Common Stock is not so reported or the Common Stock is not publicly traded, the Current Market Price per share as of any Computation Date shall be registered determined by the Board of Directors in good faith, on such basis as it considers appropriate, and such determination shall be described in a duly adopted board resolution certified by the name of such HolderCompany's secretary or assistant secretary. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company's Articles of Incorporation, as amended, an event causing automatic conversion of the Company's Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of the Warrant would have been so convened (and, where the context requires, reference to "Preferred Stock" shall be deemed to include such Common Stock). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryThe Holder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise and shall the payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to receive that number of shares of Preferred Stock equal to the quotient of: (i) the difference between (A) the Per Share Price (as hereinafter defined) of the Preferred Stock, less (B) the Stock Purchase Price then in effect, multiplied by the number of shares of Common Preferred Stock equal the Holder would otherwise have been entitled to an amount purchase hereunder pursuant to clause (as determined belowa) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a Section 1 (or such lesser number of shares as the Holder may designate in the case of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.this Warrant); over

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (abut not as to a fractional share) This Warrant is exercisable at the option principal office of the Holder Company at any time5038 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000 (xx such office or agency of the Company as it may from time to timetime reasonably designate) at any time within the aforementioned period, up and by payment to the Expiration Date for all Company by certified check or any part bank draft of the Warrant Exercise Price for such shares. The Holder may also exercise this Warrant in whole or in part in a "cashless" or "net-issue" exercise. In the latter event, the Holder will deliver this Warrant to the Company with a notice stating the number of shares to be delivered to the Holder and the number of shares with respect to which the Warrant is being surrendered in payment of the aggregate Warrant Exercise Price for the shares to be delivered to the Holder. For purposes of this provision, all shares as to which the Warrant is surrendered will be valued at the Current Market Price (as defined below). The notice accompanying the Warrant shall also set forth the number of shares remaining subject to the Warrant. As an example of the foregoing, if the Warrant Exercise Price 38 is $5.00 per share, the Current market Price is $10.00 per share, and the Warrant were exercised for 1,000 shares, the Company would deliver 500 shares of the Company's Common Stock to the Holder and the Warrant would be surrendered for exercise with respect to the remaining 500 shares in payment of the $5,000 Aggregate Warrant Exercise Price. The Company shall not be obligated to issue fractional shares of Common Stock upon exercise of this Warrant but shall pay to the Holder an amount in cash equal to the Current Market Price per share multiplied by such fraction (but not for a fraction of a share) which may be purchased hereunderrounded to the nearest cent). The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates Subject to the provisions of the next succeeding paragraph and this paragraph 1, certificates for the shares of Common Stock stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time four business days after the rights represented by this Warrant shall have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant shall not then have been exercised or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase shall also be delivered to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holdertwo business days. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (abut not as to a fractional share) This Warrant is exercisable at the option principal office of the Holder Company at any time5038 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000 (xx such office or agency of the Company as it may from time to timetime reasonably designate) at any time within the aforementioned period, up and by payment to the Expiration Date for all Company by certified check or any part bank draft of the Warrant Exercise Price for such shares. The Holder may also exercise this Warrant in whole or in part in a "cashless" or "net-issue" exercise. In the latter event, the Holder will deliver this Warrant to the Company with a notice stating the number of shares to be delivered to the Holder and the number of shares with respect to which the Warrant is being surrendered in payment of the aggregate Warrant Exercise Price for the shares to be delivered to the Holder. For purposes of this provision, all shares as to which the Warrant is surrendered will be valued at the Current Market Price (as defined below). The notice accompanying the Warrant shall also set forth the number of shares remaining subject to the Warrant. As an example of the foregoing, if the Warrant Exercise Price 26 is $5.00 per share, the Current market Price is $10.00 per share, and the Warrant were exercised for 1,000 shares, the Company would deliver 500 shares of the Company's Common Stock to the Holder and the Warrant would be surrendered for exercise with respect to the remaining 500 shares in payment of the $5,000 Aggregate Warrant Exercise Price. The Company shall not be obligated to issue fractional shares of Common Stock upon exercise of this Warrant but shall pay to the Holder an amount in cash equal to the Current Market Price per share multiplied by such fraction (but not for a fraction of a share) which may be purchased hereunderrounded to the nearest cent). The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates Subject to the provisions of the next succeeding paragraph and this paragraph 1, certificates for the shares of Common Stock stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time four business days after the rights represented by this Warrant shall have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant shall not then have been exercised or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase shall also be delivered to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holdertwo business days. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryThe Holder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise the cash payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to surrender this Warrant and shall receive the that number of shares of Common Stock equal to an amount the quotient of: (i) the difference between (A) the Per Share Price (as determined belowhereinafter defined) by surrender of this Warrant at the principal office of the Company together with Common Stock, less (B) the properly endorsed Notice of Exercise Stock Purchase Price then in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = effect, multiplied by the number of shares of Common Stock the Holder would otherwise have been entitled to be issued purchase hereunder pursuant to the Holder. Y = the clause (a) of this Section 1 (or such lesser number of shares as the Holder may designate in the case of Common Stock purchasable upon a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.this Warrant); over (ii)

Exercise; Issuance of Certificates; Payment for Shares. (a) This The rights represented by this Warrant is exercisable at may be exercised by the option of the Holder at any timeHolder, in whole or from time to time in part (but not as to a fractional share of Common Stock) at any time on or prior to 5:00 P.M., New York time, up on _____ , 2012 (the “Expiration Date”) and, subject to paragraphs 1(b) and (d), by payment to the Company by wire transfer, check or bank draft of the purchase price for such shares of Common Stock. (b) In addition to and without limiting the rights of each Holder under paragraph 1(a), at each Holder’s option, this Warrant may be exercised by being exchanged in whole or from time to time in part at any time on or prior to the Expiration Date Date, for all a number of shares of Common Stock having an aggregate Current Market Price (as hereinafter defined) on the date of such exercise equal to the difference between (x) the Current Market Price of the number of shares of Common Stock subject to this Warrant designated by the Holder on the date of the exercise (the “Designated Number of Shares”) and (y) the aggregate Warrant Purchase Price for such shares in effect at such time. Upon any such exercise, the number of shares of Common Stock purchasable upon exercise of this Warrant shall be reduced by the Designated Number of Shares. No payment of any cash or other consideration to the Company shall be required from the Holder (or its designee) in connection with any part exercise of this Warrant by exchange pursuant to this paragraph 1(b). Such exchange shall be effective upon the date of receipt by the Company of the Exercise Notice (defined below) and of the Warrant surrendered for cancellation, or at such later date as may be specified in such Exercise Notice. No fractional shares arising out of the above formula for determining the number of shares issuable in such exchange shall be issued, and the Company shall in lieu thereof make payment to the Holder of cash in the amount of such fraction multiplied by the Current Market Price of a share of Common Stock on the date of the exchange. (c) If a balance of purchasable shares of Common Stock remains after any partial exercise of this Warrant, the Company shall execute and deliver to the Holder (or its designee) a new Warrant for such balance of shares. (d) In order to exercise this Warrant, the Holder shall (i) deliver to the Company at the principal office of the Company at 40 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other office or agency of the Company in the United States of America as it may designate by notice in writing to the Holder at the address appearing on the books of the Company, a written notice of the Holder’s election to exercise this Warrant (an “Exercise Notice”) substantially in the form attached to this Warrant, which Exercise Notice shall specify the number of shares of Common Stock to be purchased, (ii) surrender this Warrant (properly endorsed if required) and (iii) if exercised pursuant to paragraph 1(a) above, pay to the Company the Warrant Purchase Price applicable to the shares of Common Stock (but not for a fraction of a share) which to be purchased. At the Holder’s option, an Exercise Notice may be purchased hereunderconditioned on any of the events in suparagraphs 3(e)(1)-(5). The Company agrees that the shares of Common Stock purchased under upon exercise of this Warrant shall be and are deemed to be issued to the Holder hereof (or its designee) as the record owner of such shares as of the close of business on the date on which the Company has received such Exercise Notice, this Warrant shall have been surrenderedsurrendered and, properly endorsedif applicable, together with the completed, executed Form of Subscription and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered (or caused to be delivered) to the Holder hereof by the Company at the Company’s expense within a reasonable time time, not exceeding five (5) Business Days, after the rights represented by this Warrant shall have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive representing the number of shares of Common Stock equal Stock, if any, with respect to an amount (as determined below) by surrender of which this Warrant at shall not then have been exercised shall also be delivered to the principal office of Holder (or its designees) within such time. (e) In addition to any other rights available to a Holder, if the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue fails to deliver to the Holder a number of certificate representing shares of Common Stock computed using purchased upon exercise of this Warrant by the following formula: X = Y - fifth (A)(Y5th) B Where X = Business Day after the number date on which delivery of such certificate is required by this Warrant, and if after such fifth (5th) Business Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to be issued to deliver in satisfaction of a sale by the Holder. Y = Holder of the number of shares of Common Stock purchasable that the Holder anticipated receiving from the Company (the “Covering Shares”), then the Company shall, within five (5) Business Days after the Holder’s request, promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock purchased upon exercise of all this Warrant and pay cash to the Holder in an amount equal to the excess (if any) of the Warrant orHolder’s total purchase price (including brokerage commissions, if only a portion any) for the Covering Shares, over the product of (A) the number of Covering Shares, times (B) the Closing Price on the date of the Warrant is being exercised, event giving rise to the portion of the Warrant being exercisedCompany’s obligation to deliver such certificate. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company's Articles of Incorporation, as amended, an event causing automatic conversion of the Company's Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of the Warrant would have been so converted (and, where the context requires, reference to "Preferred Stock" shall be deemed to include such Common Stock). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate stockcertificate so delivered shall be in such denominations of Common Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryThe Holder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise and shall the payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to receive that number of shares of Preferred Stock equal to the quotient of: (i) the difference between (A) the Per Share Price (as hereinafter defined) of the Preferred Stock, less (B) the Stock Purchase Price then in effect, multiplied by the number of shares of Common Preferred Stock equal the Holder would otherwise have been entitled to an amount purchase hereunder pursuant to clause (as determined belowa) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a Section 1 (or such lesser number of shares as the Holder may designate in the case of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.this Warrant); over

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder at any time from the date hereof until 5:00 P.M. (California time, or from time to time, up to ) on the Expiration Date for all or any part a portion of the shares of Common Stock (but not for a fraction of a share) which Warrant Shares that may be purchased hereunder. This Warrant shall be exercised upon surrender to the Company at its principal office indicated above (or such other location as the Company may advise Holder in writing) of this Warrant properly endorsed with a completed and executed Subscription Agreement in the form attached hereto as Exhibit A, and upon payment of the aggregate Exercise Price for the number of Warrant Shares for which this Warrant is being exercised. At the option of Holder, the aggregate Exercise Price may be paid in any one or a combination of the following forms: (a) in cash or by cashier's check, or (b) by the surrender to the Company of shares of Class B Common Stock, free and clear of all encumbrances, having a Fair Value equal to the amount of the Exercise Price being paid in the manner provided by this clause (b). The Company agrees that the shares of Common Stock any Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesWarrant Shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to Holder (at the address of such Holder hereof as shown on the books of the Company) by the Company or its transfer agent at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Class B Common Stock as may be requested by the Holder hereof and shall be registered in the name of Holder or, subject to the provisions of Section 4 and 6, such other name as shall be designated by Holder. . If, upon exercise of this Warrant, fewer than all of the Warrant Shares subject to this Warrant are purchased prior to the Expiration Date of this Warrant, one or more new warrants substantially in the form of, and on the terms in, this Warrant will be issued for the remaining number of Warrant Shares not purchased upon such exercise. For purposes of clause (b) Notwithstanding above, the Fair Value of the shares of Class B Common Stock as of a given date shall mean: (i) the average closing price of the shares of such class of Common Stock on the principal exchange (or NASDAQ NMS) on which such class of Common Stock is then trading (or if such class is not traded on an exchange but the Class A Common Stock is, then the average closing price of the shares of Class A Common Stock), if any provisions herein (or as reported on any composite index which includes such principal exchange), on the ten most recent trading days immediately prior to such date; or (ii) if neither class of Common Stock is traded on an exchange (or NASDAQ NMS) but either class is quoted on NASDAQ Small Cap or a successor quotation system, the average mean between the closing bid and asked prices for shares of Class B Common Stock (or if such class is not quoted on NASDAQ Small Cap or a successor quotation system but the Class A Common Stock is, then the average mean between the closing bid and asked prices for shares of Class A Common Stock) on the ten most recent trading days immediately prior to such date as reported by NASDAQ Small Cap or such successor quotation system; or (iii) if neither class of Common Stock is publicly traded on an exchange (or NASDAQ NMS) or quoted on NASDAQ Small Cap or a successor quotation system, the Fair Value shall mean, at the option of the Company, either (x) the value attributed to shares of either class of Common Stock pursuant to the contrarymost recent transaction within the last 12 months involving shares of either class of Common Stock between the Company and an unrelated third party prior to the given date, or (y) the Holder may exercise this Warrant by a cashless exercise and shall receive the number appraised value of shares of Class B Common Stock equal to an amount (as of the given date, as determined below) by surrender a third party independent appraiser or investment bank selected by the Company in the Company's sole discretion. For purposes of the foregoing, in no event shall the Fair Value of a share of Class B Common Stock be less than the Fair Value of a share of Class A Common Stock. In lieu of exercising this Warrant as provided above, Holder may from time to time at the principal office of the Company together with the properly endorsed Notice of Exercise Holder's option convert this Warrant, in which event the Company shall issue to the Holder whole or in part, into a number of shares of Class B Common Stock computed using determined by dividing (A) the following formula: X = Y - (A)(Y) B Where X = the number aggregate Fair Value of such shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable otherwise issuable upon exercise of all this Warrant minus the aggregate Exercise Price of such shares by (B) the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value Fair Value of one share of Common Stocksuch share.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to commencing on the Expiration earlier of one year from the Closing Date for all or any part on the effective date of a registration statement covering the issuance and resale of the shares of Common Stock issuable upon the exercise of this Warrant, before 5:00 p.m. Eastern Standard Time on ________, 2006 (but not for a fraction the "Expiration Date") upon surrender to the Company, at its principal office or such other place as Company may designate, of a sharethis Warrant, together with the Purchase Form (attached hereto) which may be purchased hereunderfully completed and signed and accompanied by an opinion of counsel or other information described in the Purchase Form, and payment in full, of the Stock Purchase Price, by cashier's check or wire transfer. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form Purchase Form, opinion of Subscription counsel or other information and payment made for such sharesin full. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver to the Holder a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder of record hereof, at any time, time or from time to timetime after the Restricted Period (as defined below), up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder, provided, however, that in no event shall the Holder be entitled to exercise any portion of the Warrant in excess of that portion of the Warrant upon exercise of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrant and the unconverted portion of the Company's Convertible Notes issued to the Holder) and (2) the number of shares of Common Stock issuable upon the exercise of the portion of the Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13 D-G thereunder, except as otherwise provided in clause (1) of such proviso. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Subscription Form of Subscription (attached as Exhibit A) delivered and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercisedexercised and will contain a legend indicating that the shares have not been registered under the Act. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested required by the Holder hereof and shall be registered in the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of . The Company will not issue shares of Common Stock equal to an amount (as determined below) by surrender resulting from the exercise of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall or issue balance Warrant or Warrants to the Holder a number of shares of Common Stock computed using the following formula: X = Y - any "U.S. Person." EXHIBIT 99.3 (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.CONTINUED)

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to commencing on the Expiration earlier of one year from the Closing Date for all or any part on the effective date of a registration statement covering the issuance and resale of the shares of Common Stock issuable upon the exercise of this Warrant, before 5:00 p.m. Eastern Standard Time on _____, 2006 (but not for a fraction the "Expiration Date") upon surrender to the Company, at its principal office or such other place as Company may designate, of a sharethis Warrant, together with the Purchase Form (attached hereto) which may be purchased hereunderfully completed and signed and accompanied by an opinion of counsel or other information described in the Purchase Form, and payment in full, of the Stock Purchase Price, by cashier's check or wire transfer. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form Purchase Form, opinion of Subscription counsel or other information and payment made for such sharesin full. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver to the Holder a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company's Articles of Incorporation, as amended, an event causing automatic conversion of the Company's Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of the Warrant would have been so convened (and, where the context requires, reference to "Preferred Stock" shall be deemed to include such Common Stock). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section l, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock stoc certificate so delivered shall be in such denominations of Common Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryThe Holder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise and shall the payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to receive that number of shares of Preferred Stock equal to the quotient of: (i) the difference between (A) the Per Share Price (as hereinafter defined) of the Preferred Stock, less (B) the Stock Purchase Price then in effect, multiplied by the number of shares of Common Preferred Stock equal the Holder would otherwise have been entitled to an amount purchase hereunder pursuant to clause (as determined belowa) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a Section 1 (or such lesser number of shares as the Holder may designate in the case of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.this Warrant); over

Exercise; Issuance of Certificates; Payment for Shares. Unless an election is made pursuant to clause (ab) This of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company’s Certificate of Incorporation, as amended, an event causing automatic conversion of the Company’s Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of this Warrant would have been so converted (and, where the context requires, reference to “Preferred Stock” shall be deemed to be or include such Common Stock, as may be appropriate). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder. (b) Notwithstanding any provisions herein , subject to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise limitations contained in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercisedSection 2. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this EXHIBIT D TO LOAN AGREEMENT 39 Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryThe Holder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise and shall receive the payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to receive, through conversion of this Warrant or any portion hereof into that number of shares of Common Stock equal to an amount the quotient of: (i) the difference between (A) the Per Share Price (as determined belowhereinafter defined) by surrender of this Warrant at the principal office of the Company together with Common Stock, less (B) the properly endorsed Notice of Exercise Stock Purchase Price then in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = effect, multiplied by the number of shares of Common Stock the Holder would otherwise have been entitled to be issued purchase hereunder pursuant to the Holder. Y = the clause (a) of this Section 1 (or such lesser number of shares as the Holder may designate in the case of Common Stock purchasable upon a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.this Warrant); over

Exercise; Issuance of Certificates; Payment for Shares. The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part (abut not as to a fractional share) This Warrant is exercisable at the option principal office of the Holder Company at any time5038 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000 (xx such office or agency of the Company as it may from time to timetime reasonably designate) at any time within the aforementioned period, up and by payment to the Expiration Date for all Company by certified check or any part bank draft of the Warrant Exercise Price for such shares. The Holder may also exercise this Warrant in whole or in part in a "cashless" or "net-issue" exercise. In the latter event, the Holder will deliver this Warrant to the Company with a notice stating the number of shares to be delivered to the Holder and the number of shares with respect to which the Warrant is being surrendered in payment of the aggregate Warrant Exercise Price for the shares to be delivered to the Holder. For purposes of this provision, all shares as to which the Warrant is surrendered will be valued at the Current Market Price (as defined below). The notice accompanying the Warrant shall also set forth the number of shares remaining subject to the Warrant. As an example of the foregoing, if the Warrant Exercise Price 2 is $5.00 per share, the Current market Price is $10.00 per share, and the Warrant were exercised for 1,000 shares, the Company would deliver 500 shares of the Company's Common Stock to the Holder and the Warrant would be surrendered for exercise with respect to the remaining 500 shares in payment of the $5,000 Aggregate Warrant Exercise Price. The Company shall not be obligated to issue fractional shares of Common Stock upon exercise of this Warrant but shall pay to the Holder an amount in cash equal to the Current Market Price per share multiplied by such fraction (but not for a fraction of a share) which may be purchased hereunderrounded to the nearest cent). The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates Subject to the provisions of the next succeeding paragraph and this paragraph 1, certificates for the shares of Common Stock stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time four business days after the rights represented by this Warrant shall have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant shall not then have been exercised or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase shall also be delivered to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holdertwo business days. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the Form of Subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryHolder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise and shall receive the number cash payment of shares of Common the Stock equal Purchase Price pursuant to an amount clause (as determined belowa) by surrender of this Section 1, may elect, at any time on or before the Expiration Date, to surrender this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a and receive that number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where Where: X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon that Hxxxxx would otherwise have been entitled to purchase hereunder pursuant to Section 1(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercisedthis Warrant). A = the Exercise Priceclosing price on the last trading day prior to exercise of the Warrant. B = the per share market value Stock Purchase Price then in effect. Election to exercise under this Section 1(b) may be made by delivering a signed Form of one share Subscription to Company via facsimile, to be followed by delivery of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the last business day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common StockStock purchasable hereunder, then effective at 9:00 a.m. (Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant in full pursuant to the provisions of this Section 1(b), and upon surrender of this Warrant shall be entitled to receive that number of shares of Common Stock computed using the above formula, provided that the application of such formula as of the Expiration Date yields a positive number for “X”.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased by delivering a duly executed Form of Subscription in substantially the form attached to this Warrant and a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for such amount. In the event, however, that pursuant to the Company’s Certificate of Incorporation, as amended, an event causing automatic conversion of the Company’s Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of common stock (“Common Stock”) of the Company into which the Preferred Stock not purchased upon any prior exercise of this Warrant would have been so converted (and, where the context requires, reference to “Preferred Stock” shall be deemed to be or include such Common Stock, as may be appropriate). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryThe Holder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise the cash payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to surrender this Warrant and shall receive that number of shares of Preferred Stock equal to the quotient of: (i) the difference between (A) the Per Share Price (as hereinafter defined) of the Preferred Stock, less (6) the Stock Purchase Price then in effect, multiplied by the number of shares of Common Preferred Stock equal the Holder would otherwise have been entitled to an amount purchase hereunder pursuant to clause (as determined belowa) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a Section 1 (or such lesser number of shares as the Holder may designate in the case of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.this Warrant); over (ii)

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder of record hereof, at any time, time or from time to time, up to the Expiration Date for all or and any part of the shares of Common Stock Warrant Shares (but not for a fraction of a share) which ). At the option of the Holder, the Purchase Price for the Warrant Shares being purchased upon any exercise may be purchased hereunderpaid by (i) delivery of cash or a check, (ii) "net exercise" as provided in the following Section 2, or (iii) reduction (on a dollar for dollar basis) in the principal balance of any indebtedness of the Company owned by the Holder. At the time of any exercise of this Warrant, at the Holder's option, the Company shall pay all accrued unpaid interest owing under the indebtedness being reduced to Holder in cash or the Holder may apply such accrued unpaid interest to the Purchase Price of the Warrant. The Holder shall surrender the instrument evidencing the indebtedness being charged to the Company which shall issue a new instrument reflecting the remaining principal balance thereof. The Company agrees that the shares of Common Stock Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. Each stock certificate so delivered shall be in such denominations as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder. In case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares Warrant Shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by , not exceeding fifteen (15) days after the Holder hereof and shall be registered in the name date of such Holdersurrender. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This The rights ------------------------------------------------------ represented by this Warrant is exercisable at the option of the Holder at any time, or may be exercised from time to timetime by the holder hereof, up to the Expiration Date for all in whole or any in part of the shares of Common Stock (but not as to a fractional share of Common Stock), by the surrender of this Warrant (properly endorsed if required) at the principal office of the Company at 0000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxx, Xxxxxxxxxx 00000-0000 Attention: Chief Financial Officer (or such other office or agency of the Company as it may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Company at any time within the period above named) and upon payment to the Company by certified check, bank draft or wire transfer of the Warrant Purchase Price (as hereinafter defined in paragraph 3A(1)) for a fraction of a share) which may be the shares being purchased hereunderupon such exercise. The Company agrees that the shares of Common Stock so purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesshares as aforesaid. Certificates Subject to the provisions of paragraph 2 below, certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, purchased shall be delivered to the Holder holder hereof by the Company at the Company’s expense within a reasonable time time, not exceeding ten business days, after the rights represented by this Warrant shall have been so exercised. In case exercised (unless such exercise shall be in connection with an underwritten public offering of a purchase shares of less than all the shares Common Stock, in which may be purchased under this Warrantevent concurrently with such exercise), the Company shall cancel and, unless this Warrant and execute and deliver has expired, a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive representing the number of shares of Common Stock equal Stock, if any, with respect to an amount (as determined below) by surrender of which this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue not then have been exercised shall also be delivered to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercisedholder hereof within such time. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant ------------------------------------------------------ is exercisable at the option of the Holder of record hereof, at any time, time or from time to time, up to the Expiration Date or the date of earlier termination pursuant to Section 8 hereof for all or and any part of the shares of Common Stock Warrant Shares (but not for a fraction of a share) which may be purchased hereunder). The Company agrees that the shares of Common Stock Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this WarrantWarrant Shares, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares Warrant Shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time, not exceeding fifteen (15) days after the date of such surrender. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Preferred Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. In the event, however, that pursuant to the Company's Articles of Incorporation, as amended, an event causing automatic conversion of the Company's Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of the Company into which the Preferred Stock not purchased upon any prior exercise of the Warrant would have been so converted (and, where the context requires, reference to "Preferred Stock" shall be deemed to include such Common Stock). The Company agrees that the shares of Common Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates Subject to the provisions of Section 2, certificates for the shares of Common Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common 36 Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryThe Holder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise and shall the payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to receive that number of shares of Preferred Stock equal to the quotient of: (i) the difference between (A) the Per Share Price (as hereinafter defined) of the Preferred Stock, less (B) the Stock Purchase Price then in effect, multiplied by the number of shares of Common Preferred Stock equal the Holder would otherwise have been entitled to an amount purchase hereunder pursuant to clause (as determined belowa) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a Section 1 (or such lesser number of shares as the Holder may designate in the case of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.this Warrant); over

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder at any time from the date hereof until 5:00 P.M. (California time, or from time to time, up to ) on the Expiration Date for all or any part a portion of the shares of Common Stock (but not for a fraction of a share) which Warrant Shares that may be purchased hereunder. This Warrant shall be exercised upon surrender to the Company at its principal office indicated above (or such other location as the Company may advise Holder in writing) of this Warrant properly endorsed with a completed and executed Subscription Agreement in the form attached hereto as Exhibit A, and upon payment of the aggregate Exercise Price for the number of Warrant Shares for which this Warrant is being exercised. At the option of Holder, the aggregate Exercise Price may be paid in any one or a combination of the following forms: (a) in cash or by cashier's check, or (b) by the surrender to the Company of shares of Class B Common Stock, free and clear of all encumbrances, having a Fair Value equal to the amount of the Exercise Price being paid in the manner provided by this clause (b). The Company agrees that the shares of Common Stock any Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription surrendered and payment made for such sharesWarrant Shares. Certificates for the shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to Holder (at the address of such Holder hereof as shown on the books of the Company) by the Company or its transfer agent at the Company’s 's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Class B Common Stock as may be requested by the Holder hereof and shall be registered in the name of Holder or, subject to the provisions of Section 4 and 6, such other name as shall be designated by Holder. . If, upon exercise of this Warrant, fewer than all of the Warrant Shares subject to this Warrant are purchased prior to the Expiration Date of this Warrant, one or more new warrants substantially in the form of, and on the terms in, this Warrant will be issued for the remaining number of Warrant Shares not purchased upon such exercise. For purposes of clause (b) Notwithstanding above, the Fair Value of the shares of Class B Common Stock (or the shares of Class A Common Stock, if only Class A Common Stock is issuable as provided in Section 13 hereof) as of a given date shall mean: (i) the average closing price of the shares of such class of Common Stock on the principal exchange (or NASDAQ NMS) on which such class of Common Stock is then trading (or if such class is not traded on an exchange but the other class is, then the average closing price of the shares of the other class), if any provisions herein (or as reported on any composite index which includes such principal exchange), on the ten most recent trading days immediately prior to such date; or (ii) if neither class of Common Stock is traded on an exchange (or NASDAQ NMS) but either class is quoted on NASDAQ Small Cap or a successor quotation system, the average mean between the closing bid and asked prices for shares of such class of Common Stock (or if such class is not quoted on NASDAQ Small Cap or a successor quotation system but the other class is, then the average mean between the closing bid and asked prices for shares of such other class) on the ten most recent trading days immediately prior to such date as reported by NASDAQ Small Cap or such successor quotation system; or (iii) if neither class of Common Stock is publicly traded on an exchange (or NASDAQ NMS) or quoted on NASDAQ Small Cap or a successor quotation system, the Fair Value shall mean, at the option of the Company, either (x) the value attributed to shares of either class of Common Stock pursuant to the contrarymost recent transaction within the last 12 months involving shares of either class of Common Stock between the Company and an unrelated third party prior to the given date, or (y) the Holder may exercise this Warrant by a cashless exercise and shall receive the number appraised value of shares of such class of Common Stock equal to an amount (as of the given date, as determined below) by surrender a third party independent appraiser or investment bank selected by the Company in the Company's sole discretion. For purposes of the foregoing, in no event shall the Fair Value of a share of Class B Common Stock be less than the Fair Value of a share of Class A Common Stock. In lieu of exercising this Warrant as provided above, Holder may from time to time at the principal office of the Company together with the properly endorsed Notice of Exercise Holder's option convert this Warrant, in which event the Company shall issue to the Holder whole or in part, into a number of shares of Class B Common Stock computed using determined by dividing (A) the following formula: X = Y - (A)(Y) B Where X = the number aggregate Fair Value of such shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable otherwise issuable upon exercise of all this Warrant minus the aggregate Exercise Price of such shares by (B) the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value Fair Value of one share of Common Stocksuch share.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Warrant is exercisable at the option of the Holder of record hereof, at any time, time or from time to timetime after the Restricted Period (as defined below), up to the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderhereunder pursuant to the vesting schedule contained in the next sentence, provided, however, that in no event shall the Holder be entitled to exercise any portion of the Warrant in excess of that portion of the Warrant upon exercise of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrant and the unconverted portion of the Company's Convertible Notes issued to the Holder) and (2) the number of shares of Common Stock issuable upon the exercise of the portion of the Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13 D-G thereunder, except as otherwise provided in clause (1) of such proviso. The Warrant shall vest upon the expiration of the forty-five (45) day period following the Closing Date. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Subscription Form of Subscription (attached as Exhibit A) delivered and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercisedexercised and will contain a legend indicating that the shares have not been registered under the Act. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested required by the Holder hereof and shall be registered in the name of such Holder. (b) Notwithstanding any provisions herein to the contrary, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the per share market value of one share of Common Stock.

Exercise; Issuance of Certificates; Payment for Shares. (a) This Unless an election is made pursuant to clause (b) of this Section 1, this Warrant is shall be exercisable at the option of the Holder Holder, at any time, time or from time to time, up to on or before the Expiration Date for all or any part portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunderhereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant the form of subscription shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription delivered and payment made for such shares. Certificates for Subject to the provisions of Section 2, shares of Common Stock so purchasedpurchased shall be delivered in either book-entry or certificated form, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. In Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor, tenor for the balance of the shares purchasable under the this Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each If the Common Stock is delivered in certificated form, each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2. (b) Notwithstanding any provisions herein to the contraryHolder, the Holder may exercise in lieu of exercising this Warrant by a cashless exercise and shall receive the number cash payment of shares of Common the Stock equal Purchase Price pursuant to an amount clause (as determined belowa) by surrender of this Section 1, may elect, at any time on or before the Expiration Date, to surrender this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a and receive that number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) B Where Where: X = the number of shares of Common Stock to be issued to the Holder. Y = the number of shares of Common Stock purchasable upon that Holder would otherwise have been entitled to purchase hereunder pursuant to Section 1(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercisedthis Warrant). A = the Exercise Priceclosing price on the last trading day prior to exercise of the Warrant. B = the per share market value Stock Purchase Price then in effect. Election to exercise under this Section 1(b) may be made by delivering a signed form of one share subscription to Company via facsimile, to be followed by delivery of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the last business day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common StockStock purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant in full pursuant to the provisions of this Section 1(b), and upon surrender of this Warrant shall be entitled to receive that number of shares of Common Stock computed using the above formula, provided that the application of such formula as of the Expiration Date yields a positive number for “X”.