Common use of Exercise of Warrant Clause in Contracts

Exercise of Warrant. Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Exercise of Warrant. Subject to the provisions hereof, this (a) This Warrant may be exercised by the holder hereof, in whole or in part, by the surrender part but not for a fractional share. Upon delivery of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day Warrant at the Company's principal executive offices (or such other office or agency of the Company or at such other address as it the Company may designate by notice in writing to the registered holder hereof)hereof with the Subscription Form annexed hereto duly executed, and upon accompanied by payment of the Warrant Price for the number of Warrant Shares purchased (i) payment to the Company in cash, by certified certified, cashier's or official bank other check or acceptable to the Company, by wire transfer for the account Common Stock of the Company of having a Market Value (as hereinafter defined) equal to the Exercise aggregate Warrant Price for the Warrant Shares specified in the Exercise Agreement to be purchased, or (ii) if the resale any combination of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"foregoing), delivery to the Company registered holder of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates be entitled to receive a certificate or certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, . Such certificate or certificates shall be promptly delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after Warrantholder. Upon any partial exercise of this Warrant shall have been so exercised. The certificates 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. If this Warrant shall have been exercised only in part, then, unless this Warrant has expiredWarrant, the Company shallshall execute and deliver a new Warrant of like tenor for the balance of the Warrant Shares purchasable hereunder. (b) In lieu of exercising this Warrant pursuant to Section 1(a), at its expense, the holder may elect to receive shares of Common Stock equal to the value of this Warrant determined in the manner described below (or any portion thereof remaining unexercised) upon delivery of this Warrant at the time offices of delivery the Company or at such other address as the Company may designate by notice in writing to the registered holder hereof with the Notice of Cashless Exercise Form annexed hereto duly executed. In such certificates, deliver event the Company shall issue to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that Company's Common Stock computed using the holder is entitled to multiplied by the Market Price following formula: X = Y (as hereinafter definedA-B) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) ------- A Where X = the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may to be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous issued to the limitation contained herein) and (ii) holder. Y = the number of shares of Common Stock issuable purchasable under this Warrant (at the date of such calculation). A = the Market Value of the Company's Common Stock on the business day immediately preceding the day on which the Notice of Cashless Exercise is received by the Company. B = Warrant Price (as adjusted to the date of such calculation). (c) The Warrant Shares deliverable hereunder shall, upon issuance, be fully paid and non-assessable and the Company agrees that at all times during the term of this Warrant it shall cause to be reserved for issuance such number of shares of its Common Stock as shall be required for issuance and delivery upon exercise of the Warrants this Warrant. (or portions thereofd) with respect to which the determination described herein 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 this Warrant, the immediately preceding sentence, beneficial ownership Market Value of a share of Common Stock on any date shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice equal to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent closing bid price per share as published by a national securities exchange on which shares of Common Stock (or other units of the security) are traded (an "Exchange") on such date or, if there is no bid for Common Stock on such date, the bid price on such exchange at the close of trading on the next earlier date or, (ii) if shares of Common Stock are not listed on a national securities exchange on such date, the closing bid price per share as published on the National Association of Securities Dealers Automatic Quotation System ("NASDAQ") National Market System if the shares are quoted on such system on such date, or (iii) the closing bid price in the over-the-counter market at the close of trading on such date if the shares are not traded on an exchange or listed on the NASDAQ National Market System, or (iv) if the Common Stock is not traded on a national securities exchange or in the over-the-counter market, the fair market value of a share of Common Stock on such date as determined in good faith by the Board of Directors. If the holder disagrees with the determination of the Market Value of any securities of the Company determined by the Board of Directors under Section 1(d)(iv) the Market Value of such securities shall be determined by an independent appraiser acceptable to the Company and the holder (or, if they cannot agree on such an appraiser, by an independent appraiser selected by each of them, and Market Value shall be the median of the appraisals made by such appraisers). If there is one appraiser, the cost of the appraisal shall be shared equally between the Company and the holder. If there are two appraisers, each of the Company and the holder shall pay for its own appraisal. (e) This Warrant shall be subject to the forced exercise provisions set forth in an agreement, dated December 16, 2004 between the Company and The Nutmeg Group, a copy of which is attached hereto as Exhibit A. By accepting this Warrant from an assignor, the holder agrees to accept all of the provisions of this Warant, including the obligation of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyto exercise this Warrant.

Exercise of Warrant. Subject to the provisions terms and conditions hereof, this Warrant may be exercised in whole or in part at any time from and after the Commencement Date and before the Expiration Date. Exercise shall be by presentation and surrender to the Company at its principal office of this Warrant and the subscription form annexed hereto, executed by the holder hereofHolder, together with payment to the Company in accordance with Section 3 or 4 hereof in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares being purchased upon such exercise. It shall be a condition precedent to the exercise of this Warrant, in whole or in part, by that the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at a certificate certifying that the Company's principal executive offices (or such other office or agency representations set forth in Section 10 hereof are true and correct as of the Company as it may designate by notice to the holder hereof)date of such exercise. If this Warrant is exercised in part only, and upon (i) payment to the Company in cashshall, by certified or official bank check or by wire transfer for as soon as practicable after presentation of this Warrant upon such exercise, execute and deliver a new Warrant, dated the account date hereof, evidencing the right of the Company of Holder to purchase the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale balance of the Warrant Shares purchasable hereunder upon the same terms and conditions herein set forth. Upon and as of receipt by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (such properly completed and duly executed purchase form accompanied by payment as defined in Section 11(c) below) for herein provided, the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased Holder shall be deemed to be issued to the holder hereof or such holder's designee, as the Holder of record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchasedissuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing the aggregate number of shares specified in the Exercise Agreement, such Warrant Shares shall not then actually be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyHolder.

Exercise of Warrant. Subject to the provisions hereof, this (a) This Warrant may be exercised by the holder hereofexercised, in whole or in part, upon surrender to the Company at its offices at 0000 Xxxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx of the certificate or certificates evidencing this Warrant to be exercised, together with the form of election to exercise attached hereto as Exhibit A duly completed and executed, and upon payment to the Company of the Warrant Price for the number of Warrant Shares in respect of which this Warrant is then being exercised. Payment of the aggregate Warrant Price may be made in cash, by certified or bank check or by wire transfer. (b) Subject to Section 2 hereof, upon such surrender of this Warrant, and the duly completed and executed form of election to exercise, and payment of the Warrant Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch (and in any event within five business days thereafter) to the Holder or such other person as the Holder may designate in writing a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of this Warrant. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of Common Stock as of the date of the surrender of this Warrant, together with a and the duly completed exercise agreement in the and executed form attached hereto (the "Exercise Agreement"), of election to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof)exercise, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Price, as amended (aforesaid; provided, however, that if, at the "Securities Act")date of surrender of this Warrant and payment of the Warrant Price, delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) transfer books for the shares of Common Stock purchasable upon the exercise of this Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to closed, the certificates for the shares of Common Stock shall be issued to the holder hereof or such holder's designee, as the record owner of such shares, issuable as of the close of business on the date on which this Warrant such books shall have been surrenderednext be opened (whether before or after the Expiration Date), and, until such date, the completed Exercise Agreement Company shall have been delivered, and payment shall have been made be under no duty to cause to be delivered any certificate for such shares as set forth above. Certificates of Common Stock or for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holderclass of stock. If this Warrant shall have been is exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing certificate of the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates same tenor and for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty not exercised shall be paid to the holder executed by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Exercise of Warrant. Subject to the provisions conditions set forth in Section 1 hereof, this Warrant may be exercised by the holder hereof, in whole or in part, at any time prior to its termination by the surrender of this Warrant, together with a completed exercise agreement the Notice of Exercise and the Investment Representation Statement in the form forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of the Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price (the "Exercise Agreement"), a) in cash or by certified check with respect to the Company during normal business hours on any business day at the Company's principal executive offices Warrant Shares being purchased or (or such other office or agency b) by written direction of the Company as it may designate by notice to cancel a portion of this Warrant sufficient to satisfy the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account “cashless exercise” provisions of the Company of the Exercise Price for the this Section 7. This Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued have been exercised immediately prior to the holder hereof or such holder's designeeclose of business on the date of its surrender for exercise as provided above, and the Person entitled to receive the Warrant Shares issuable upon exercise shall be treated for all purposes as the record owner holder of such shares, shares of record as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares date. As promptly as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, practicable after this Warrant shall have been so exercised. The certificates 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. If this Warrant shall have been exercised only in part, then, unless this Warrant has expireddate, the Company shall, at its expense, at the time of delivery of such certificates, shall issue and deliver to the holder Person or Persons entitled to receive the same a new Warrant certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of shares with respect to which this full Warrant Shares issuable upon such exercise. If the Warrant shall not be exercised for less than the total number of Warrant Shares then have been exercised. In addition to all other available remedies at law or in equityissuable upon exercise, if promptly after surrender of the Warrant upon such exercise, the Company fails shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to deliver certificates for the balance of the Warrant Shares within three (3) business days after purchasable hereunder upon the same terms and conditions set forth herein. In lieu of payment of the Warrant Price in cash, the Holder may direct the Company to cancel a portion of this Warrant is exercised, then the Company shall pay having a value equal to the holder in cash a penalty (the "Penalty") equal to 2% of Warrant Price for the number of Warrant Shares that as to which the holder is entitled to multiplied Holder exercises this Warrant, determined by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of multiplying the number of Warrants (or portions thereof) upon exercise of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the sum of difference between (i) the number Fair Market Value on the date 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect Warrant Price then in effect. Payment by such cancellation is referred to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company“cashless exercise.”

Exercise of Warrant. Subject to the provisions hereofterms and conditions contained in this Warrant, this Warrant may be exercised by the holder hereofHolder hereof shall have the right, at any time and from time to time, in whole or in part, by on or after the date of this Warrant and prior to the Expiration Date, to purchase from the Company that number of fully paid and nonassessable shares of Common Stock which the Holder hereof shall at the time be entitled to purchase pursuant to this Warrant (the “Shares”), upon surrender of this WarrantWarrant to the Company at its Principal Office (as defined in Section 5 hereof), together with a the Purchase Form annexed hereto duly completed exercise agreement in and signed by the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (Holder or such other office by its duly authorized officer or agency of the Company as it may designate by notice to the holder hereof)attorney, and upon (i) payment to the Company of the aggregate Warrant Price (as adjusted, if adjusted, pursuant to Section 7 hereof) for the number of Shares in cash, by respect of which this Warrant is then exercised. Payment of the Warrant Price shall be made in the form of a certified or official bank check or by wire transfer for payable to the account order of the Company Company. Notwithstanding the foregoing, if this Warrant is being exercised in connection with a registered public offering of the Exercise Price for Company’s securities or a sale of the Company, then the Holder may, at its option, condition its exercise of this Warrant Shares specified upon the consummation of such transaction, in which case such exercise shall not be deemed effective until the consummation of such transaction. The rights of purchase represented by this Warrant shall be exercisable, at the election of the Holder, either in whole or from time to time in part and, in the Exercise Agreement or (ii) if the resale event that this Warrant is exercised in respect of less than all of the Shares purchasable upon exercise of this Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery at any time prior to the Company Expiration Date, a new Warrant of a written notice like tenor and representing the right to purchase the remaining Shares purchasable upon exercise of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the this Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercisedHolder. In addition to all other available remedies the method of payment set forth in this Section 1.1 and in lieu of any cash payment required in this Section 1.1, the Holder shall have the right at law any time and from time to time to exercise this Warrant in full or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after part by surrendering this Warrant is exercised, then in the Company shall pay to the holder manner specified above in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) exchange for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous equal to the limitation contained herein) and product of (iix) the number of shares to which this Warrant is being exercised multiplied by (y) a fraction, the numerator of which is the Market Price (as herein defined) of the shares of Common Stock issuable upon less the Warrant Price (as herein defined) and the denominator of which is such Market Price, provided however, the right described in this paragraph will apply only in the event the Common Stock is publicly traded at the time of such exercise of the Warrants or if such exercise is in connection with a Qualified Transaction (or portions thereof) with respect to which the determination described herein 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 Stockas defined below). For purposes of the immediately preceding sentenceforegoing, beneficial ownership the term “Market Price” of a share of Common Stock shall be determined in accordance with Section 13(dmean: (a) In the event the Common Stock is publicly traded, the average of the Securities Exchange Act last reported sale price as published in the Wall Street Journal or, if not available, another recognized financial reporting service selected by the Company, for the ten (10) trading days prior to the date of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided determination of Market Price; or (b) In the event of an exercise in clause connection with (i) any consolidation of the preceding sentence. The holder Company with or merger of this Warrant may waive the limitations set forth herein by sixty-one Company into another person, or any merger of another person into the Company (61) days written notice to other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company. Notwithstanding anything to the contrary contained herein), the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and or (ii) any sale, lease, license, transfer or other disposition to another person of all or substantially all of the approval of a majority of shareholders assets of the Company, or (iii) any liquidation, reorganization, or dissolution of the Company or (iv) any other event or transaction having substantially the same effect as any of the foregoing in which the consideration to be received in any transaction described in (i), (ii), (iii) or (iv) by the holders of Common Stock of the Company consists entirely of cash and/or publicly traded securities (a “Qualified Transaction”), the Market Price shall be the value received per share of Common Stock by all holders of Common Stock in such Qualified Transaction, with any publicly traded securities being valued using the valuation methodology applied to such shares under the terms of the Qualified Transaction or, if none, using the average of the last reported sale price as published in the Wall Street Journal or, if not available, another recognized financial reporting service selected by the Company, for the ten (10) trading days prior to the date of determination of Market Price.

Exercise of Warrant. Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.the

Exercise of Warrant. (a) Subject to the other provisions hereofset forth herein, this Warrant may be exercised by the holder hereof, in whole or in part, by the presentation and surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at its principal office, or at the Company's office of its principal executive offices (or such other office or agency of stock transfer agent, with the Company as it may designate Purchase Form annexed hereto duly executed and accompanied by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer, electronic funds transfer or by certified or official bank check. As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock Exchange, Inc. trading days, the Company shall issue and deliver to Telebrands a certificate or certificates representing the number of Shares specified issuable upon the exercise of this Warrant (or such lesser number as shall be indicated on the Purchase Form), registered in the Exercise Agreement name of Telebrands or his designee. Such certificate(s) shall: (iii) if bear a restrictive legend restricting the resale transferability of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement such shares under the Securities Act of 1933, as amended (the "Securities “Act"”); (ii) bear a restrictive legend restricting voting and transferability of such shares under a certain Voting Trust Agreement dated as of October 15, delivery to 2012 by and among the Company of a written notice of an election to effect a "Cashless Exercise" and certain shareholders thereof (as defined in Section 11(cthe “Voting Trust Agreement”); and (iii) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to, transferred to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of, the Trustee (as such term is defined in the Voting Trust Agreement) in accordance with the provisions of such holder or such other name as shall be designated by such holder. the Voting Trust Agreement. (b) If this Warrant shall have been is exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, also shall issue and deliver to the holder Telebrands a new Warrant representing Warrant, substantially in the number form of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equityWarrant, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of covering the number of Warrant Shares that the holder is entitled to multiplied by the Market Price which then remain issuable hereunder. (as hereinafter definedc) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the The Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day any and all documentary stamp or similar issue or transfer taxes payable in respect of the month following the month in which it has accrued. Notwithstanding anything in this issue or delivery of Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation Shares on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Exercise of Warrant. Subject to the provisions hereof, this This Warrant may be exercised exercised, as a whole at any one time or in part from time to time, during the Exercise Period, by the holder hereof, in whole or in partof this Warrant (the "Holder"), by the surrender of this WarrantWarrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 10 hereof, together with a completed exercise agreement payment in the form attached hereto (the "Exercise Agreement"), manner hereinafter set forth of an amount equal to the Company during normal business hours on any business day Warrant Price in effect at the Companydate of such exercise multiplied by the total number of Warrant Shares to be purchased upon such exercise. Payment for Warrant Shares shall be made by a cashier's principal executive offices (or such other office certified check or agency money order to the order of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holderCompany. If this Warrant shall have been is exercised only in part, thensuch exercise shall be for a whole number of Warrant Shares and the Holder shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised, unless this Warrant has expiredexpired pursuant to its terms. Upon any exercise and surrender of this Warrant, the Company shall, at its expense, at the time of delivery of such certificates, (i) will issue and deliver to the holder Holder a new Warrant representing certificate or certificates in the number name of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates Holder for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the largest whole number of Warrant Shares that to which the holder is Holder shall be entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleand, if this Warrant is exercised in whole, in lieu of any fractional Warrant Share to which the holder is entitled Holder otherwise might be entitled, cash in an amount equal to 100,000 Warrant Shares and the Market Price is $2.00, then fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrarydetermine), in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) will deliver to the number Holder such other securities and properties which the Holder may be entitled to receive upon such exercise, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of shares of Common Stock issuable upon exercise this Warrant. Upon termination of the Warrants (or portions thereof) with respect to which the determination described herein is being madeExercise Period, would result in beneficial ownership this Warrant shall no longer be exercisable by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of 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 Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyHolder.

Exercise of Warrant. Subject to the provisions hereof, To exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender Holder shall deliver to the Company at its principal office in Cranford, New Jersey, (a) a written notice, in substantially the form of the Exercise Notice appearing at the end of this Warrant, together with of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (b) cash or a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), certified check payable to the Company during normal business hours on any business day at the Company's principal executive offices (, or such other office or agency consideration as determined in accordance with Section 2(D) below, in an amount equal to the aggregate purchase price of the Company as it may designate by notice to the holder hereof)number of shares of Common Stock being purchased, and upon (ic) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreementthis Warrant. The Warrant Shares so purchased Company shall be deemed as promptly as practicable, and in any event within 15 days thereafter, execute and deliver or cause to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been executed and delivered, and payment shall have been made for in accordance with such shares as set forth above. Certificates for the Warrant Shares so purchasednotice, a stock certificate or certificates representing the aggregate number of shares of Common Stock specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedsuch notice. The stock certificate or certificates so delivered shall be in such denominations as may be requested by the holder hereof specified in such notice and shall be registered issued in the name of such holder or the Holder or, subject to Sections 2(E) and (F) and Sections 4(H) and (I) below, such other name as shall be designated in such notice. Such stock certificate or certificates shall be deemed to have been issued and the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such shares immediately prior to the close of business on the date such notice is received by such holderthe Company as aforesaid. 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 such said stock certificate or certificates, deliver to the holder Holder a new Warrant representing evidencing the number rights of the Holder to purchase the remaining shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with respect the preparation, issue and delivery of such stock certificates and new Warrants, except that, in case such stock certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to which pay all stock transfer taxes that are payable upon the issuance of such stock certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. All shares of Common Stock issued upon the exercise of this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equitybe validly issued, fully paid and nonassessable and, if the Common Stock is then listed on a national securities exchange or quoted on an automated quotation system, shall be duly listed or quoted thereon. The Company fails to deliver certificates for the Warrant Shares within three (3) business days after shall not be required upon any exercise of this Warrant is exercisedto issue a certificate representing any fraction of a share of Common Stock, then the Company but, in lieu thereof, shall pay to the holder Holder cash in cash a penalty (the "Penalty") an amount equal to 2% a corresponding fraction (calculated to the nearest 1/100 of a share) of the number purchase price of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares one share of Common Stock beneficially owned as of the date of receipt by the holder and its affiliates (other than shares Company of Common Stock which may be deemed beneficially owned through the ownership notice of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Exercise of Warrant. Subject (a) Upon the terms and subject to the provisions hereofconditions set forth in this Warrant, the Holder shall have the right, which may be exercised prior to the Expiration Time, to receive from the Company all or a portion of the fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive upon exercise of this Warrant (subject to adjustments as provided herein) and payment of the Exercise Price then in effect for such Warrant Shares. (b) This Warrant may be exercised by the holder hereof, in whole or in part, by the upon surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at of this Warrant with the Company's principal executive offices (or such other office or agency form of the Company Election to Purchase attached hereto as it may designate by notice to the holder hereof), Exhibit A duly filled in and signed and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made by wire transfer of immediately available cash to an account to be designated in writing by the holder is not then registered pursuant Company. (c) Upon such surrender of this Warrant and payment of the Exercise Price, the Company shall issue and cause to an effective registration statement under be delivered to, in the Securities Act of 1933name of, as amended the Holder, or, subject to the terms and conditions hereof (the "Securities Act"including Section 8.2), delivery to such other Person or Persons as the Company of Holder may designate, a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) certificate or certificates for the number of full Warrant Shares specified in issuable upon the Exercise Agreementexercise of this Warrant. The Warrant Shares so purchased Such certificate or certificates shall be deemed to be have been issued to and the holder hereof Holder or such holder's the Holder’s designee, as the applicable, shall be deemed to have become a holder of record owner of such shares, Warrant Shares as of the close date of business on the date on which this surrender of such Warrant and payment of the Exercise Price. (d) This Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expenseexercisable, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% election of the number of Warrant Shares that the holder is entitled holders thereof, either in full or from time to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month time in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companypart.

Exercise of Warrant. Subject to the provisions hereof, The rights represented by this Warrant may be exercised by the holder hereof, in whole or in partpart at any time during the Exercise Period, by delivery of the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), following to the Company during normal business hours on any business day at the Company's principal executive offices its address set forth above (or at such other office or agency of the Company address as it may designate by notice in writing to the holder hereof), and upon Holder): (ia) payment to An executed Notice of Exercise in the Company in cash, by certified or official bank check or by wire transfer for the account of the Company form attached hereto; (b) Payment of the Exercise Price for the Warrant Shares specified either (i) in the Exercise Agreement cash (which may be in physical form or delivered by wire transfer of immediately available funds) or by check, or (ii) if by cancellation of indebtedness; and (c) This Warrant. Upon the resale exercise of the Warrant Shares rights represented by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933this Warrant, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) certificate or certificates for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified registered in the Exercise Agreementname of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the holder hereof Holder within a reasonable time, not exceeding three (3) business days, time after the rights represented by this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by In the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If event that this Warrant shall have been is being exercised only in part, for less than all of the then, unless this Warrant has expired-current number of Exercise Shares purchasable hereunder, the Company shall, at its expenseconcurrently with the issuance by the Company of the number of Exercise Shares for which this Warrant is then being exercised, at issue a new Warrant exercisable for the time remaining number of Exercise Shares purchasable hereunder. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equityexcept that, if the Company fails to deliver certificates for date of such surrender and payment is a date when the Warrant Shares within three (3) business days after this Warrant is exercised, then stock transfer books of the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleare closed, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty such person shall be paid deemed to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall have become the holder of this Warrant be entitled to exercise a number such shares at the close of Warrants (or portions thereof) in excess of business on the number of Warrants (or portions thereof) upon exercise of next succeeding date on which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companystock transfer books are open.

Exercise of Warrant. Subject to the provisions hereof, The Warrantholder may exercise this Warrant may be exercised by to purchase the holder hereofWarrant Shares, in whole or in part, by at any time and from time to time on and after the Issue Date and before the Expiration Date upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto (the "“Exercise Agreement"”) (which may be by fax or portable document format (pdf) delivered by email), to the Company during normal business hours on any business day at the Company's ’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Warrant Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's ’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for delivered to the Company (or such shares later date as set forth abovemay be specified in the Exercise Agreement). Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three five (35) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Exercise of Warrant. Subject to the provisions hereof, this (a) This Warrant may be exercised in whole at any time, or in part from time to time, by the holder hereof, in whole or in part, Holder during the Exercise Period by the surrender of this WarrantWarrant (with the subscription form at the end hereof duly executed) at the address set forth in subsection 10(a) hereof, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency proper payment of the Company as it may designate by notice to Aggregate Warrant Price, or the holder hereof)proportionate part thereof if this Warrant is exercised in part, and upon (i) with payment to for the Company in cash, Warrant Shares made by certified or official bank check payable to the order of, or by wire transfer of immediately available funds to, the Company; or (b) If this Warrant is exercised in part, this Warrant must be exercised for the account a number of whole shares of the Company of Common Stock and the Exercise Price for Holder is entitled to receive a new Warrant covering the Warrant Shares specified in that have not been exercised and setting forth the Exercise Agreement or (ii) if the resale proportionate part of the Aggregate Warrant Shares by Price applicable to such Warrant Shares. Upon surrender of this Warrant in connection with the holder is not then registered exercise of this Warrant pursuant to an effective registration statement under the Securities Act of 1933terms hereof, as amended (the "Securities Act"), delivery to the Company of will (i) issue a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be designated by entitled upon such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equityexercise and, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercisedexercised in whole, then in lieu of any fractional share of the Common Stock to which the Holder shall be entitled, pay to the Holder cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampledetermine), if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) deliver the number of shares of Common Stock issuable other securities and properties receivable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant, or the proportionate part thereof, if this Warrant set forth herein may not be amended without (i) is exercised in part, pursuant to the written consent provisions of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companythis Warrant.

Exercise of Warrant. Subject to the provisions hereof, this Warrant may be exercised by the holder hereofexercised, in whole or in part, or sold, assigned or transferred at any time or from time to time on or after the date hereof This Warrant shall be exercised by the presentation and surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), hereof to the Company during normal business hours on any business day OTEC at the Company's principal executive offices (or such other office or agency of the Company as it may designate OTEC, accompanied by notice to the holder hereof), and upon (i) a written notice of exercise, (ii) payment to the Company in cashOTEC, by certified or official bank check or by wire transfer for the account of the Company OTEC, of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder specified in such notice, and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership iii) a certificate of the unexercised Warrants Holder specifying the event or events which have occurred and entitle the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject Holder to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) this Warrant. The Exercise Price for the number of shares of Common Stock issuable upon exercise specified in the notice shall be payable in immediately available funds or in the form of an offset to amount owed by OTEC to Lender. Upon such presentation and surrender, OTEC shall issue promptly (and within one business day if reasonably requested by the Warrants (Holder) to the Holder or portions thereof) with respect its assignee, transferee or designee the number of shares of Common Stock to which the determination described herein Holder is being made, would result in beneficial ownership by the holder entitled hereunder. OTEC covenants and its affiliates of more than 4.9% of the outstanding warrants that such shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall when so issued, will be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934duly authorized, as amendedvalidly issued, fully paid and non-assessable, and Regulation 13D-G thereunderfree and clear of all liens and encumbrances. If this Warrant is exercised in part only, except as otherwise provided in clause (i) of the preceding sentence. The holder OTEC shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the shares of Common Stock issuable hereunder. Upon receipt by OTEC of this Warrant, in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of OTEC may waive the limitations set forth herein by sixty-one (61) days written notice then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the CompanyHolder. Notwithstanding anything OTEC shall pay all expenses, and any and all United States federal, state and local taxes and other charges, that may be payable in connection with the preparation, issuance and delivery of stock certificates pursuant to this Paragraph 1 in the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent name of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyHolder or its assignee, transferee or designee.

Exercise of Warrant. Subject Except as provided in Section 3 herein and subject to Section 11, exercise of the provisions hereof, purchase rights represented by this Warrant may be exercised made at any time on or after the date of this Warrant and on or prior to the close of business on the Termination Date by the holder hereof, in whole or in part, by the surrender of (i) surrendering this Warrant, together with a completed exercise agreement in the form Notice of Exercise Form attached hereto (the "Exercise Agreement")completed and duly executed, to the offices of the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the holder hereofregistered Holder at the address of such Holder appearing on the books of the Company), and upon (iii) payment delivering to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company payment of the Exercise Price by wire transfer of immediately available funds or cashier’s check drawn on a United States bank. The Holder exercising his, her or its purchase rights in accordance with the preceding sentence shall be entitled to receive a certificate for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933so purchased, as amended (the "Securities Act"), delivery which certificate will bear a legend substantially similar to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) legend set forth on this Warrant. Certificates for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so shares purchased hereunder shall be deemed to be issued and delivered to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of Holder within five (5) business on days after the date on which this Warrant shall have been surrendered, the completed Exercise Agreement exercised as aforesaid. This Warrant shall be deemed to have been deliveredexercised and such certificate or certificates shall be deemed to have been issued, and the Holder shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such shares for all purposes, in each case, as of the date the Warrant has been exercised by payment shall have been made to the Company of the Exercise Price for such shares as set forth above. Certificates for and all taxes required to be paid by the Warrant Shares so purchasedHolder, representing the aggregate number of shares specified in the Exercise Agreementif any, shall be delivered pursuant to Section 4 prior to the holder hereof within a reasonable timeissuance of such shares, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companypaid.

Exercise of Warrant. Subject to the provisions hereof, The purchase rights exercised by this Warrant may shall be exercised by the holder hereof, in whole or in part, by the surrender of surrendering this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Warrant to the Company during normal business hours on any business day at the Company's its principal executive offices (office, accompanied by payment, in cash or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for payable to the account order of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale Company, of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" Price (as defined in Section 11(c3.a) below) for payable in respect of the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so being purchased, representing along with the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated exercise form attached hereto duly executed by such holder. If this less than all of the Warrant shall have been exercised only in part, then, unless this Warrant has expiredShares are purchased, the Company shallwill, at its expenseupon such exercise, at the time of delivery of such certificates, execute and deliver to the holder hereof a new Warrant representing (dated the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3date thereof) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of evidencing the number of Warrant Shares that not so purchased. Two business days after the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent and payment of the holder hereof and Warrant Price, the Company will cause to be issued in the name of and delivered to the holder hereof, or as such holder may direct, a certificate or certificates representing the shares purchased. The Company may require that such certificate or certificates contain on the face thereof legends substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (iiTHE "ACT") the approval of a majority of shareholders of the CompanyOR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR SUCH STATE LAWS."

Exercise of Warrant. Subject to the provisions hereof(i) While this Warrant remains outstanding, this Warrant may shall be exercised by the holder hereoffully exercisable, in whole or in part, as of the date hereof (the “Exercisability Date”), upon submission by the Warrantholder to the Company of the exercise form attached as Exhibit A hereto (the “Exercise Form”) duly executed by the Warrantholder or by the Warrantholder’s duly authorized attorney-in-fact, at the principal office of the Company, or at such other office or agency in the United States as the Company may designate by notice in writing to the Warrantholder (in either event, the “Company Offices”), accompanied by payment in accordance with Section 1(b), of the aggregate Exercise Price payable for the Warrant Units being purchased. If the Warrantholder exercises the Warrant for fewer than all of the Warrant Units issuable in accordance with this Warrant, the Company shall, upon each exercise prior to the Expiration Date, execute and deliver to the Warrantholder a new Warrant (dated as of the date hereof) evidencing the balance of the Units that remain subject to issuance upon the exercise of this Warrant. This Warrant shall expire on the fifth (5th) anniversary of the date hereof (the “Expiration Date”), and thereupon the Warrantholder shall surrender this Warrant. (ii) On the date of exercise of this Warrant, together upon the Warrantholder exercising the same in compliance with the terms hereof, and if previous to such exercise the Warrantholder is not a completed exercise party to the operating agreement of the Company, upon the execution and delivery to the Company of the joinder agreement in the form attached hereto (as Exhibit B, the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased Warrantholder shall be deemed to have become the holder of record for all purposes of the Units to which the exercise relates. (iii) As soon as practicable after the exercise of all or part of this Warrant, the Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver and delivered to the holder Warrantholder a new Warrant representing certificate or certificates evidencing the number of shares with respect duly authorized, validly issued, fully paid and nonassessable Units to which this Warrant the Warrantholder shall not then have been exercised. In addition to all other available remedies at law or in equitybe entitled upon such exercise, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% units of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities membership interests of the Company (including the Debentures (are certificated as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch time.

Exercise of Warrant. Subject to (a) Except as provided in Paragraph 3(b) herein, exercise of the provisions hereof, purchase rights represented by this Warrant may be exercised by made at any time or times on or after the holder hereofInitial Exercise Date, and before the close of business on the Termination Date, or such earlier date on which this Warrant may terminate as provided elsewhere in whole or in partthis Warrant, by the surrender of this Warrant, together with a completed exercise agreement in Warrant and the form attached Notice of Exercise Form annexed hereto (duly executed at the "Exercise Agreement"), to office of the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof), hereof at the address of such holder appearing on the books of the Company) and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price of the shares thereby purchased in the manner provided for herein, and all taxes required, if any, to be paid by Holder prior to the issuance of such shares pursuant to Paragraph 5. Upon such exercise, the holder of this Warrant shall be entitled to receive a certificate for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale number of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act shares of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) Common Stock so purchased. Certificates for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so shares purchased hereunder shall be deemed to be issued delivered to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of within three (3) business on days after the date on which this Warrant shall have been surrendered, the completed Exercise Agreement exercised as aforesaid. This Warrant shall be deemed to have been deliveredexercised and such certificate or certificates shall be deemed to have been issued, and payment Holder or any other person so designated to be named therein shall be deemed to have been made for become a holder of record of such shares for all purposes, as set forth above. Certificates for of the date the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have has been so exercised. The certificates 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. 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 such certificatesthe certificate or certificates representing Warrant Shares, deliver to the holder Holder a new Warrant representing evidencing the number rights of Holder to purchase the unpurchased shares with respect to of Common Stock called for by this Warrant, which this new Warrant shall not then have been exercised. In addition to in all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three respects be identical with this Warrant. (3b) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contraryany other provision hereof, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the holder of this Warrant Holder be entitled to exercise a number any portion of Warrants (or portions thereof) in excess of this Warrant, nor shall the number of Warrants (or portions thereof) upon Company have the obligation to accept the exercise of which such Warrant to the extent that, after such exercise or issuance of stock in payment of interest, the sum of (i1) the number of shares of Common Stock beneficially owned by the holder 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 Warrants and or other convertible securities or of the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreementoptions or warrants or other rights to purchase Common Stock)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) , and (ii2) the number of shares of Common Stock issuable upon the exercise of the Warrants (or portions thereof) with respect to which the determination described herein of this proviso is being made, would result in beneficial ownership by the holder Holder and its affiliates of more than 4.94.99% of the outstanding shares of Common StockStock (after taking into account the shares to be issued to the Holder upon such conversion). 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 Regulation 13D-G thereunder, except as otherwise provided in clause (i1) of the preceding such sentence. The holder Holder, by its acceptance of this Warrant, further agrees that if the Holder transfers or assigns any of the Warrants to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this Paragraph 3(b) as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit the continued exercise of this Warrant. The provisions of this paragraph 3(b) (i) shall not apply to any Holder who, without regard to this Warrant and the underlying Warrant Shares is the beneficial owner, within the meaning of Rule 13d-3 of 5% or more of the Company’s issued and outstanding shares of common stock, (ii) can be waived by agreement of the Company and the Holder, and (iii) shall terminate in the event the Company exercises its right to redeem the Warrants pursuant to the provisions of paragraph 17 of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyCertificate.

Exercise of Warrant. Subject to the provisions hereof, The rights represented by this Warrant may be exercised by the holder hereof, in whole or in part, at any time or from time to time during the Exercise Period, by the surrender of this WarrantWarrant (properly endorsed) at the office of the Corporation at 2020 X Xx., together with a completed exercise agreement XX, 0xx Xxxxx, Xxxxxxxxxx, XX 00000, xx at such other agency or office of the Corporation in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency United States of the Company America as it may designate by notice in writing to the holder hereof)hereof at the address of such holder appearing on the books of the Corporation, and upon by payment (i) payment to the Company either in cash, by certified or official bank check or check, by wire transfer for the account cancellation of indebtedness and/or in shares of capital stock of the Company Corporation valued at Fair Market Value (as hereinafter defined) on the date of such exercise) to the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale Corporation of the Warrant Shares by Price for each Warrant Share being purchased. In the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as event of the close exercise of business on the date on which rights represented by this Warrant shall have been surrenderedWarrant, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates a certificate or certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified registered in the Exercise Agreementname of the holder, and if this Warrant shall not have been exercised for all of the Warrant Shares, a new Warrant, registered in the name of the holder hereof, of like tenor to this Warrant, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business ten days, after the rights represented by this Warrant shall have been so exercised. The certificates so delivered shall be person in such denominations as may be requested by the holder hereof and shall be registered in the whose name any certificate for Warrant Shares is issued upon exercise of such holder or such other name as shall be designated by such holder. If this Warrant shall for all purposes be deemed to have been exercised only in partbecome the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, then, unless this Warrant has expired, irrespective of the Company shall, at its expense, at the time date of delivery of such certificatescertificate, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equityexcept that, if the Company fails to deliver certificates for date of such surrender and payment is a date when the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% stock transfer books of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleCorporation are closed, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty such person shall be paid deemed to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall have become the holder of this Warrant be entitled to exercise a number such shares at the close of Warrants (or portions thereof) in excess of business on the number of Warrants (or portions thereof) upon exercise of next succeeding date on which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companystock transfer books are open.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by at any time commencing upon the earlier of the consummation of the IPO or the Listing and prior to the Expiration Date upon surrender of this the Warrant, together with delivery of a completed exercise agreement duly executed notice of exercise, in the form attached hereto as Appendix 1 (the "Exercise Agreement")“Notice of Exercise”) and payment by cash, certified check or wire transfer of funds (or, in certain circumstances, by cashless exercise as provided below) of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company's ’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereofWarrantholder), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof Warrantholder or such holder's the Warrantholder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or the date evidence of loss, theft or destruction thereof and security or indemnity reasonably satisfactory to the Company has been provided to the Company), the Warrant Price shall have been paid and the completed Notice of Exercise Agreement shall have been delivered. Subject to compliance with Section 4 hereof, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, purchased shall be issued in book-entry form (unless the Warrantholder requests that the Warrant Shares be issued in certificated form) and delivered to the holder hereof Warrantholder within a reasonable time, not exceeding three five (35) business days, after this Warrant shall have been so exercised. The Warrant Shares (and, if applicable, certificates representing the Warrant Shares) so delivered shall be in such denominations as may be requested by the holder hereof Warrantholder and shall be registered in the name of such holder the Warrantholder or such other name as shall be designated by such holderthe Warrantholder, as specified in the Notice of Exercise. 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 such certificatesthe Warrant Shares (and, if applicable, certificates representing the Warrant Shares), deliver to the holder Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all As used herein, “business day” means a day, other available remedies at law than a Saturday or Sunday, on which banks in equity, if the Company fails to deliver certificates New York City and Bermuda are open for the Warrant Shares within three (3) business days after this Warrant is exercised, then general transaction of business. Each exercise hereof shall constitute the Company shall pay to re-affirmation by the holder Warrantholder that the representations and warranties contained in cash a penalty (the "Penalty") equal to 2% Investor Letter of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares Warrantholder are true and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companycorrect.

Exercise of Warrant. Subject to the provisions hereof, this This Warrant may be exercised by the holder hereof, in whole or in partpart by the Holder hereof, by delivery to the surrender Company at its principal office at 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxx, XX 00000 of (a) a written notice to the Holder, in substantially the form of the Subscription Notice attached hereto as Exhibit "A", of such Holder's election to exercise this Warrant, together with which notice shall specify the number of Underlying Shares to be purchased, (b) a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment check payable to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery amount equal to the Company of a written notice of an election to effect a "Cashless Exercise" aggregate Current Price (as defined in Section 11(c) below) for of the Warrant Shares specified in the Exercise Agreementnumber of shares of Common Stock being purchased and (c) this Warrant. The Warrant Shares so purchased shall be deemed Company shall, as soon as reasonably practicable, execute and deliver or cause to be issued delivered to the holder hereof Holder, in accordance with such notice, one or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, more certificates representing the aggregate number of shares of Common Stock specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedsuch notice. The certificates stock certificate(s) so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered issued in the name of such holder the Holder or such other name as shall be designated in such notice. Such certificate(s) shall be deemed to have been issued and the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a Holder of record of such Underlying Shares as of the date such notice is received by such holderthe Company. 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 such certificatessaid certificate(s), deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of remaining shares of Common Stock beneficially owned called for by this Warrant (stated in Shares), which new Warrant shall in all other respects be identical to this Warrant, or, at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through the ownership of the unexercised Warrants made on this Warrant and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous same returned to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyHolder.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in partpart at any time and from time to time up to 11:59 P.M., by Eastern time, on the Expiration Date upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto as Exhibit A (the "“Exercise Agreement"”) (which may be by fax or email), to the Company during normal business hours on any business day Business Day at the Company's ’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's ’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed duly executed Exercise Agreement shall have been delivered, and payment shall have been made for delivered to the Company (or such shares later date as set forth abovemay be specified in the Exercise Agreement). Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business daysBusiness Days, after this Warrant shall have been so exercised. The certificates 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. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shallshall (subject to Section 5(d) below), at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if lieu of delivering physical certificates representing the Company fails to deliver certificates for the Warrant Common Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of this Warrant, provided the Warrants Company’s Transfer Agent is participating in the Depository Trust Company (“DTC”) Deposit/Withdrawal at Custodian (“DWAC”) system, upon request of the Warrantholder, the Company shall use commercially reasonable efforts to cause its Transfer Agent to electronically transmit such shares issuable upon exercise to the Warrantholder (or portions thereof) with respect to which its designee), by crediting the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% account of the outstanding shares of Common Stock. For purposes of Warrantholder’s (or such designee’s) prime broker with DTC through its DWAC system (provided that the immediately preceding sentence, beneficial ownership same time periods herein as for stock certificates shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyapply).

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the part at any time prior to its expiration upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto as Appendix A (the "“Exercise Agreement")”) and payment by cash, certified check or wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company's ’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's ’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all As used herein, “business day” means a day, other available remedies at law than a Saturday or Sunday, on which banks in equity, if the Company fails to deliver certificates New York City are open for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay general transaction of business. Prior to the holder in cash a penalty (the "Penalty") equal to 2% registration of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if each exercise hereof shall constitute the re-affirmation by the Warrantholder that the representations and warranties contained in Section 5 of the Purchase Agreement, dated December 10, 2003 (the “Purchase Agreement”), among the Company the original holder is entitled to 100,000 of the Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day original holders of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of other Company Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined below) are true and correct in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) all material respects with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% Warrantholder as of the outstanding shares time of Common Stock. For purposes of 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 Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch exercise.

Exercise of Warrant. Subject to the provisions hereof, this the ------------------- Warrantholder may exercise the Warrant may be exercised by the holder hereof, in whole or in part, by the part at any time upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof). The Warrantholder will not be required to make any cash payment upon exercise hereunder, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election but shall only be entitled to effect a "Cashless Exercise" (as defined in Section 11(c) below) cashless exercise of this Warrant for the that number of Warrant Shares specified indicated in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company) and the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three ten (310) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or To effect the cashless exercise, the Warrantholder shall include in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash Exercise Agreement a penalty (the "Penalty") equal to 2% calculation of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned to be issued determined by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) multiplying the number of shares Warrant Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the Market Price per share of the Common Stock issuable upon on the date of exercise and the Warrant Price, and the denominator of which shall be such Market Price per share of the Warrants (or portions thereof) with respect to which the determination described herein 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 this purpose, the "Market Price" of the immediately preceding sentence, beneficial ownership Common Stock shall be determined in accordance with Section 13(d) the closing price of the Securities Exchange Act of 1934, Common Stock as amended, reported by the Nasdaq National Market on the trading day first preceding the date in question. Each exercise hereof shall constitute the representation and Regulation 13D-G thereunder, except as otherwise provided in clause (i) warranty of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice Warrantholder to the Company. Notwithstanding anything to Company that the contrary representations and warranties contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent in Article 5 of the holder hereof Purchase Agreement (as defined below) are true and the Company and (ii) the approval of a majority of shareholders correct in all material respects as of the Companytime of such exercise.

Exercise of Warrant. (a) Subject to the provisions hereof, Warrant holder may exercise this Warrant may be exercised by the holder hereof, in whole or in partpart (in minimum amounts of 10,000 Warrants, by or if less, the remaining unexercised Warrants) at any time prior to its expiration. upon surrender of this the Warrant, together with a completed exercise agreement in delivery of the form duly executed Warrant Exercise Form attached hereto (as APPENDIX A with , payment by cash, certified check or wire transfer of funds for the "Exercise Agreement")aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon . (ib) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered or delivered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company)and (i) the Warrant Price shall have been paid and the completed Warrant Exercise Agreement Form shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Warrant Exercise AgreementForm , shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) five business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all As used in this Agreement, "business day" means a day, other available remedies at law than a Saturday or Sunday, on which banks in equity, if the Company fails to deliver certificates New York City are open for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% general transaction of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companybusiness.

Exercise of Warrant. Subject to the provisions hereof, (1) The purchase right represented by this Warrant may shall be exercised exercisable by the holder hereofHolder, in whole or only and not in part, by at any time during the term hereof upon (i) the surrender of this Warrant, together with Warrant and the delivery of a duly completed exercise agreement and executed Notice of Exercise (in the form of Exhibit A attached hereto (hereto) at the "Exercise Agreement"), to principal office of the Company during normal business hours on any business day at (listed as the Company's principal executive offices (address in Section 14 herein) or such other office or agency of as the Company as it may designate by notice pursuant to Section 14 herein, and (ii) payment of the aggregate Exercise Price equal to the holder hereof), and number of shares of Class A Common Stock being purchased upon exercise of this Warrant multiplied by the Exercise Price (ithe "Aggregate Exercise Price") payment to the Company in cash, by certified or official bank check payable to the order of the Company, or by wire transfer to an account in a bank designated for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares such purpose by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended Company. (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c2) below) for the This Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued have been exercised immediately prior to the holder hereof or close of business on the date of its surrender for exercise and payment as provided above, and the person entitled to receive the shares of Class A Common Stock issuable upon such holder's designee, exercise shall be treated for all purposes as the holder of record owner of such shares, shares as of the close of business on the date such date. As promptly as practicable on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for or after such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expireddate, the Company shall, at its expense, at the time of delivery of such certificates, shall issue and deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is person entitled to multiplied by receive the Market Price (as hereinafter defined) same, a certificate for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Class A Common Stock beneficially owned issuable upon such exercise. If such certificate shall be registered in a name other than the name of the Holder, then funds sufficient to pay all stock transfer taxes which shall be payable upon the issuance of such certificate shall be paid by the holder Holder at the time of exercise of this Warrant and its affiliates the Company shall not be required to issue or deliver any certificate until such tax or other charge has been paid by the Holder. (other than shares 3) Notwithstanding any provisions herein to the contrary, if the Current Market Price (defined below) of one share of Class A Common Stock which may be deemed beneficially owned through is greater than the ownership Exercise Price on the date of calculation, the Holder shall have the right, at its election, in lieu of delivering the Aggregate Exercise Price in cash, to instruct the Company in the Notice of Exercise to retain, in payment of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) Aggregate Exercise Price, the number of shares of Class A Common Stock issuable upon exercise equal to the quotient of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership Aggregate Exercise Price divided by the holder and its affiliates Current Market Price. Upon exercise, the Holder shall then receive the number of more than 4.9% of the outstanding shares of Class A Common Stock. For purposes Stock computed using the following formula: X = Y(A-B) ------ A Where X= the number of shares of Class A Common Stock to be issued by 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 Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice Company to the Company. Notwithstanding anything to Holder; Y= the contrary contained herein, number of shares of Class A Common Stock purchasable under the limitation on exercise Warrant; A= the Current Market Price of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders one share of the Company's Class A Common Stock; and B= the Exercise Price.

Exercise of Warrant. Subject to the provisions terms and conditions hereof, this Warrant may be exercised, in whole or in part, at any time during normal business hours on or after the date hereof and prior to 5:00 P.M., Eastern Standard Time, on the Expiration Date. The rights represented by this Warrant may be exercised by the holder hereofPurchaser, in whole or from time to time in part, part (except that this Warrant shall not be exercisable as to a fractional share) by the surrender (i) delivery of a written notice of such Purchaser's election to exercise this Warrant, together with a completed exercise agreement in which notice shall specify the form attached hereto number of Warrant Shares to be purchased, (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (iii) payment to the Company of an amount equal to the Warrant Exercise Price multiplied by the number of Warrant Shares as to which the Warrant is being exercised in cash, cash or by certified or official bank check or by wire transfer for net issue election, (iii) surrender of this Warrant, properly endorsed, at the account principal office of the Company (or at such other agency or office of the Exercise Price Company as the Company may designate by notice to the Purchaser), and (iv) delivery to the Company by the Purchaser of a letter in the form of Exhibit A hereto. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares specified so purchased, registered in the Exercise Agreement or (ii) if the resale name of the Purchaser, shall be delivered to such Purchaser within 15 calendar days after such rights shall have been so exercised. Unless the rights represented by this Warrant shall have expired or have been fully exercised, the Company shall issue a new Warrant identical in all respects to the Warrant exercised, except that it shall represent rights to purchase the number of Warrant Shares by the holder is not then registered pursuant purchasable immediately prior to an effective registration statement such exercise under the Securities Act Warrant exercised, less the number of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreementwith respect to which such Warrant was exercised. The entity in whose name any certificate for Warrant Shares so purchased is issued upon the exercise of this Warrant shall for all purposes be deemed to be issued to have become the holder hereof or such holder's designee, as the of record owner of such shares, as of Warrant Shares immediately prior to the close of business on the date on which this the Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, was surrendered and payment shall have been made for such shares as set forth above. Certificates for of the Warrant Shares so purchased, representing the aggregate number of shares specified amount due in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name respect of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in partexercise and any applicable taxes was made, then, unless this Warrant has expired, irrespective of the Company shall, at its expense, at the time date of delivery of such certificatesshare certificate, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equityexcept that, if the Company fails to deliver certificates for date of such surrender and payment is a date when the Warrant Shares within three (3) business days after this Warrant is exercised, then stock transfer books of the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleare properly closed, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty such person shall be paid deemed to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall have become the holder of this such Warrant be entitled to exercise a number Shares at the opening of Warrants (or portions thereof) in excess of business on the number of Warrants (or portions thereof) upon exercise of next succeeding date on which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companystock transfer books are open.

Exercise of Warrant. Subject (a) Prior to April 4, 2012 (the provisions hereofExpiration Date"), Purchaser may at any time and from time to time exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, . (i) The Warrantholder shall exercise this Warrant by the surrender means of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), delivering to the Company during normal at its principal place of business hours on any business day at the Company's principal executive offices following: (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (iA) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for exercise, including the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified of Warrant Stock to be delivered pursuant to such exercise, pursuant to a subscription form substantially in the form of Exhibit A attached hereto and made a part hereof ("Subscription Form"), (B) this Warrant and (C) payment equal to the Exercise AgreementPrice in accordance with Section 3(a)(ii). In the event that any exercise shall not be for all shares of Warrant Stock purchasable hereunder, a new Warrant registered in the name of the Warrantholder, of like tenor to this Warrant and for the remaining shares of Warrant Stock purchasable hereunder, shall be delivered to the holder Warrantholder within five (5) days of any such exercise. (ii) The Warrantholder may elect to pay the Exercise Price to the Company either (A) by cash, certified check or wire transfer, (B) by converting the Warrant into Warrant Stock ("Warrant Conversion"), or (C) any combination of the foregoing, and specifying such election(s) in the Subscription Form. If the Warrantholder elects to pay the Exercise Price through Warrant Conversion, upon the exercise hereof within the Warrantholder shall specify in the Subscription Form that the Company is authorized to withhold from issuance a reasonable timenumber of shares of Warrant Stock which, not exceeding three when multiplied by the fair market value per share of the Warrant Stock on the date of exercise, is equal to the aggregate Exercise Price (3and such withheld shares shall no longer be issuable under this Warrant). (b) business days, after Upon exercise of this Warrant and delivery of the Subscription Form with proper payment relating thereto, the Company shall have been so exercised. cause to be executed and delivered to the Warrantholder a certificate or certificates representing the aggregate number of fully paid and nonassessable shares of Warrant Stock issuable upon such exercise. (c) The stock certificate or certificates so for Warrant Stock to be delivered in accordance with this Section 3 shall be in such denominations as may be requested by the holder hereof specified in said notice of exercise and shall be registered in the name of such holder the Warrantholder or such other name or names as shall be designated in said notice. Such certificate or certificates shall be deemed to have been issued and the Warrantholder or any other person so designated to be named therein shall be deemed to have become the holder of record of such shares of Warrant Stock, including to the extent permitted by law the right to vote such holder. If shares of Warrant Stock or to consent or to receive notice as a shareholder of the Company, as of the time said notice is delivered to the Company as aforesaid. (d) The Company shall pay all expenses payable in connection with the preparation, issuance and delivery of stock certificates under this Section 3, including any transfer taxes resulting from the exercise of the Warrant and the issuance of Warrant Stock hereunder. (e) All shares of Warrant Stock issuable upon the exercise of this Warrant in accordance with the terms hereof shall have been exercised only in partbe validly issued, thenfully paid and nonassessable, unless and free from all liens and other encumbrances thereon, other than liens or other encumbrances created by the Warrantholder. (f) In no event shall any fractional share of Warrant Stock of the Company be issued upon any exercise of this Warrant has expiredWarrant. If, upon any exercise of this Warrant, the Company shallWarrantholder would, at its expenseexcept as provided in this paragraph, at the time be entitled to receive a fractional share of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercisedStock, then the Company shall pay deliver in cash to such holder an amount equal to the holder in cash a penalty (the "Penalty") equal to 2% fair market value of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch fractional interest.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the part at any time upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto as Appendix A (the "Exercise Agreement")) and payment by cash, certified check or wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all As used herein, "business day" means a day, other available remedies at law than a Saturday or Sunday, on which banks in equity, if the Company fails to deliver certificates New York City are open for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% general transaction of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companybusiness.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by part at any time and from time to time after the date of issuance hereof upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto (the "Exercise Agreement") (which may be by fax), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Warrant Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for delivered to the Company (or such shares later date as set forth abovemay be specified in the Exercise Agreement). Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shallshall (subject to Section 3(b) below), at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Exercise of Warrant. Subject to the provisions hereof, this (a) This Warrant may be exercised by the holder hereofHolder, in whole or in part, by the surrender of this WarrantWarrant at the principal office of the Company, together with a completed exercise agreement in the form Subscription Form attached hereto (the "Exercise Agreement")duly completed and executed, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency accompanied by payment in full of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise aggregate Warrant Price for the Shares being purchased upon such exercise. In the event of exercise of this Warrant Shares specified in compliance with the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933provisions hereof, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) certificates for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed delivered to Holder promptly and, unless this Warrant has been fully exercised or expired, a new Warrant representing that portion of the Shares, if any, with respect to which this Warrant will not then have been exercised, shall be issued to Holder. The Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and Holder shall be treated for all purposes as the holder hereof or such holder's designee, as the of record owner of such shares, shares as of the close of business on such date. (b) As promptly as practicable on or after such date, the date on which Company shall cause to be issued and delivered to Holder a certificate or certificates for the number of full Shares issuable upon such exercise. Notwithstanding the foregoing or any other provision of this Warrant, this Warrant can be exercised in whole or in part, provided that each partial exercise shall not be for less than one thousand (1,000) Shares at any time unless at such time less than one thousand (1,000) such Shares are subject to such exercise. (c) Issuance of certificates for the Shares upon the exercise of this Warrant shall have been surrenderedbe made without charge to the registered holder hereof for any issue or transfer tax or other incidental expense with respect to the issuance of such certificates, all of which taxes and expenses shall be paid by the completed Exercise Agreement shall have been deliveredCompany, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, certificates shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered issued in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the registered holder of this Warrant or in such name or names as may be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned directed by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The registered holder of this Warrant may waive Warrant; provided, however, that in the limitations set forth herein by sixty-one (61) days written notice event certificates for the Shares are to be issued in a name other than the Company. Notwithstanding anything to name of the contrary contained herein, the limitation on exercise registered holder of this Warrant set forth herein may not Warrant, this Warrant, when surrendered for exercise, shall be amended without (i) accompanied by the written consent of the holder hereof Assignment Form attached hereto duly executed by Holder hereof, and the Company and (ii) the approval of a majority of shareholders of the Companyprovided further, that any such transfer shall comply with Section 9 hereof.

Exercise of Warrant. Subject to (a) Except as provided in Section 4 herein, exercise of the provisions hereof, purchase rights represented by this Warrant may be exercised by made at any time or times on or after the holder hereofInitial Exercise Date, and before the close of business on the Termination Date, or such earlier date on which this Warrant may terminate as provided elsewhere in whole or in partthis Warrant, by the surrender of this WarrantWarrant and the Notice of Exercise Form annexed hereto duly executed, together with a completed exercise agreement in at the form attached hereto (the "Exercise Agreement"), to office of the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof), hereof at the address of such holder appearing on the books of the Company) and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price of the shares thereby purchased in the manner provided for herein, the holder of this Warrant shall be entitled to receive a certificate for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale number of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act shares of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) Common Stock so purchased. Certificates for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so shares purchased hereunder shall be deemed to be issued delivered to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of within three (3) business on days after the date on which this Warrant shall have been surrendered, the completed Exercise Agreement exercised as aforesaid. This Warrant shall be deemed to have been deliveredexercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment shall to the Company of the Exercise Price and all taxes required to be paid by Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holderpaid. 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 such certificatesthe certificate or certificates representing Warrant Shares, deliver to the holder Holder a new Warrant representing evidencing the number rights of Holder to purchase the unpurchased shares with respect to of Common Stock called for by this Warrant, which this new Warrant shall not then have been exercised. In addition to in all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three respects be identical with this Warrant. (3b) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contraryany other provision hereof, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the holder of this Warrant Holder be entitled to exercise a number any portion of Warrants (this Warrant, or portions thereof) in excess of shall the number of Warrants (or portions thereof) upon Company have the obligation to accept the exercise of which such Warrant (and the Company shall not have the right to pay interest hereon in shares of Common Stock) to the extent that, after such exercise or issuance of stock in payment of interest, the sum of (i1) the number of shares of Common Stock beneficially owned by the holder 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 Warrants and or other convertible securities or of the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreementoptions or warrants or other rights to purchase Common Stock)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) , and (ii2) the number of shares of Common Stock issuable upon the exercise of the Warrants (or portions thereof) with respect to which the determination described herein of this proviso is being made, would result in beneficial ownership by the holder Holder and its affiliates of more than 4.94.99% of the outstanding shares of Common StockStock (after taking into account the shares to be issued to the Holder upon such conversion). 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 Regulation 13D-G thereunder, except as otherwise provided in clause (i1) of the preceding such sentence. The holder Holder, by its acceptance of this Warrant may waive Warrant, further agrees that if the limitations set forth herein by sixty-one (61) days written notice Holder transfers or assigns any of the Warrants to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the Companytransferee’s or assignee’s specific agreement to be bound by the provisions of this Section 3(b) as if such transferee or assignee were the original Holder hereof. Notwithstanding anything Nothing herein shall preclude the Holder from disposing of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit the contrary contained herein, the limitation on continued exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Exercise of Warrant. Subject to the provisions hereof, To exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender Holder shall deliver to the Company at its principal office in Irvine, California, (a) a written notice, in substantially the form of the Subscription Notice appearing at the end of this Warrant, together with of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (b) cash or a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), certified check payable to the Company during normal business hours on any business day at Company, in an amount equal to the Company's principal executive offices (or such other office or agency aggregate purchase price of the number of shares of Common Stock being purchased and (c) this Warrant. The Company shall as it may designate by notice to the holder hereof)promptly as practicable, and upon (i) payment to the Company in cashany event within 15 days thereafter, by certified execute and deliver or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed cause to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been executed and delivered, and payment shall have been made for in accordance with such shares as set forth above. Certificates for the Warrant Shares so purchasednotice, a certificate or certificates representing the aggregate number of shares of Common Stock specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedsuch notice. The stock certificate or certificates so delivered shall be in such denominations the denomination as may be requested by the holder hereof specified in such notice and shall be registered issued in the name of such holder the Holder or such other name as shall be designated in such notice (provided such designation complies with Section 3 herein). Such certificate or certificates shall be deemed to have been issued and the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such shares as of the date such notice and payment are received by such holderthe Company as aforesaid. 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 such said certificate or certificates, deliver to the holder Holder a new Warrant representing evidencing the number rights of the Holder to purchase the remaining shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. The Company shall pay all expenses, taxes (except transfer taxes) and other charges payable in connection with respect to which the preparation, issue and delivery of such stock certificates and new Warrants. All shares of Common Stock issued upon the exercise of this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equitybe validly issued, fully paid and nonassessable and, if the Common Stock is then listed on a national securities exchange or quoted on an automated quotation system, shall be duly listed or quoted thereon. The Company fails to deliver certificates for the Warrant Shares within three (3) business days after shall not be required upon any exercise of this Warrant is exercisedto issue a certificate representing any fraction of a share of Common Stock, then the Company but, in lieu thereof, shall pay to the holder Holder cash in cash a penalty (the "Penalty") an amount equal to 2% a corresponding fraction (calculated to the nearest 1/100 of a share) of the number purchase price of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares one share of Common Stock beneficially owned as of the date of receipt by the holder and its affiliates (other than shares Company of Common Stock which may be deemed beneficially owned through the ownership notice of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the part at any time upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto as Appendix A (the "Exercise Agreement")) and payment by cash, certified check or wire transfer of funds (or by cashless exercise as provided below) for the Warrant Price for that number of Warrant Shares then being purchased, to the Company Corporation during normal business hours on any business day at the CompanyCorporation's principal executive offices (or such other office or agency of the Company Corporation as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Corporation shall have been provided to the Corporation), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three thirty (330) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company Corporation shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contraryany contrary provision, in no event shall the holder of this Warrant any Warrantholder be entitled to a cashless or net-cash exercise a number of Warrants (or portions thereof) in excess any portion of the number of Warrants (or portions thereof) upon Warrant. Each exercise of which hereof shall constitute the sum of (i) the number of shares of Common Stock beneficially owned by the holder representation and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership warranty of the unexercised Warrants Warrantholder to the Corporation that the representations and the unexercised or unconverted portion of any other securities warranties contained in Article 5 of the Company (including the Debentures Purchase Agreement (as defined below) are true and correct in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) all material respects with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% Warrantholder as of the outstanding shares time of Common Stock. For purposes of 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 Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch exercise.

Exercise of Warrant. Subject (a) To exercise this Warrant in whole or in part, the Holder shall deliver to the provisions hereofCompany at its principal office located at 000 Xxxxxxx Xxxx, Xxxx, Xxxxxxxxxx 00000, (A) a written notice, in substantially the form of the Exercise Notice attached hereto as Exhibit 1, of the Holder's election to --------- exercise this Warrant, which notice shall specify the number of Warrant may Shares to be exercised purchased, (B) (i) cash, money order, certified check or wire transfer of immediately available funds payable to the Company, in an amount equal to the Exercise Price (as defined below) multiplied by the holder hereofnumber of Warrant Shares ---------- being purchased, or (ii) a copy of an instrument representing outstanding principal amount of indebtedness of the Company owed to the Holder, accompanied by a notice stating the Holder's intent to exercise this Warrant, in whole or in part, by the surrender reduction of this Warrant, together with a completed exercise agreement the amount of indebtedness stated in the form attached hereto (notice and represented by the "Exercise Agreement"), instrument in an amount equal to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for multiplied by the number of Warrant Shares specified in the Exercise Agreement or being purchased, and (iiC) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreementthis Warrant. The Warrant Shares so purchased Company shall be deemed as promptly as practicable, and in any event within ten (10) Business Days thereafter, execute and deliver or cause to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been executed and delivered, and payment shall have been made for in accordance with such shares as set forth above. Certificates for the Warrant Shares so purchasednotice, a certificate or certificates representing the aggregate number of shares Warrant Shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedsuch notice. The stock certificate or certificates so delivered shall be in such denominations as may be requested by the holder hereof specified in such notice and shall be registered issued in the name of such holder the Holder or such other name as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a Holder of record of such shares immediately prior to the close of business on the date such notice is received by such holderthe Company as aforesaid. 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 such said stock certificate or certificates, deliver to the holder Holder a new Warrant representing evidencing the number rights of shares the Holder to purchase the remaining Ordinary Shares called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. The Company shall pay all expenses, taxes (except United Kingdom stamp tax duties) and other charges payable in connection with the preparation, issue and delivery of such certificates and new Warrants, except that in case such stock certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer taxes that are payable upon the issuance of such stock certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. (b) All Ordinary Shares issued upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder, and from all taxes, liens and charges with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates issue thereof (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants United Kingdom stamp duty taxes and the unexercised or unconverted portion of any other transfer taxes and, if any Ordinary Shares are then listed on a national securities of the Company (including the Debentures exchange (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) or quoted on an automated quotation system, shall be listed or quoted thereon, as the case may be, to the extent permissible under the rules of such exchange and Regulation 13D-G thereundernot prohibited by law, except as otherwise provided in clause (i) it being understood that such listing does not bear upon the transferability of such shares under the preceding sentence. The holder Act and the other provisions of this Warrant may waive the limitations set forth herein by sixty-one Agreement. (61c) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on The Company shall not be required upon any exercise of this Warrant set forth herein may not be amended without to issue a certificate representing any fraction of an Ordinary Share, but, in lieu thereof, shall pay to the Holder cash in an amount equal to a corresponding fraction (icalculated to the nearest 1/100 of a share) the written consent of the holder hereof and Fair Market Value (as defined below) of one Ordinary Share on the Business Day immediately prior to the date of receipt by the Company and of notice of exercise of this Warrant. (iid) The Company shall pay all depositary fees payable to the approval of a majority of shareholders depositary in respect of the Companyissuance of American Depositary Shares or American Depositary Receipts in respect of Ordinary Shares issued upon exercise of the Warrant.

Exercise of Warrant. Subject to the provisions hereof, (a) The rights represented by this Warrant may be exercised by the holder hereof, in whole or in part, (but not as to a fractional Share), by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day Warrant at the Company's ’s principal executive offices office located in Denver, Colorado (or such other office or agency of the Company as it the Company may designate by notice in writing to the holder hereof)hereof at the address of such holder appearing on the books of the Company at any time within the period above named) and delivery of a completed subscription form in the form attached to this Warrant as Exhibit A, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for such Shares. (b) Payment of the Warrant Exercise Price shall be made by a combination of any one or more of the following: (i) By application, to the extent permitted by applicable law, of Shares specified or other securities of the Company owned by the holder hereof, the value of which for such purpose shall be the fair market value thereof determined in good faith by the Company and the holder hereof at the time of such exercise; provided, however, that in order to apply such Shares or other securities of the Company in the Exercise Agreement exercise hereof, each of the following conditions must be met: (A) Such Shares or other securities of the Company shall have been owned, without material encumbrance, contingency or risk of forfeiture relating to the ownership rights, for at least six months and at all times during said six month period by the holder hereof, and within said six month period such Shares or other securities of the Company shall not have been obtained through exercise of any option, warrant or right to obtain such Shares of other securities or through the conversion of any other security; and (B) Such Shares or other securities shall not be or include: (1) options, warrants or similar rights to acquire Shares or other securities of the Company by the holder hereof; or (2) securities owned by the holder hereof which are convertible in whole or in part into Shares or other securities of the Company. (ii) if the resale of the Warrant Shares in cash or by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended certified check or bank draft in New York Clearing House funds. (the "Securities Act"), delivery to the c) The Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant agrees that any Shares so purchased by the exercise of this Warrant shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, Shares as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been subscription form delivered, and payment shall have been in full is made and delivered to the Company for such shares Shares as set forth above. Certificates for the Warrant aforesaid. (d) Stock certificates evidencing Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, purchased shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business daysas promptly as practicable, after the rights represented by this Warrant shall have been so exercised. The certificates 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. If this Warrant shall have been exercised only in part, then, and unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares Shares with respect to which this Warrant shall not then have been exercisedexercised shall also be delivered to the holder hereof within such time. In addition to all other available remedies at law or in equityNotwithstanding the foregoing, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercisedhowever, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails not be required to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant any stock certificate evidencing Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) except in accordance with the written consent provisions, and subject to the limitations, of Section 5. The Company will pay all expenses and charges payable in connection with the holder hereof preparation, execution and the Company delivery of stock certificates and (ii) the approval of a majority of shareholders of the Companyany new Warrants or promissory notes.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the part at any time upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto as Appendix A (the "Exercise Agreement")) and payment by cash, certified check or wire transfer of funds (or by cashless exercise as provided below) for the Warrant Price for that number of Warrant Shares then being purchased, to the Company Corporation during normal business hours on any business day at the CompanyCorporation's principal executive offices (or such other office or agency of the Company Corporation as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Corporation shall have been provided to the Corporation), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three seven (37) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company Corporation shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if Each exercise hereof shall constitute the Company fails to deliver certificates for representation and warranty of the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay Warrantholder to the holder Corporation that the representations and warranties contained in cash a penalty (the "Penalty") equal to 2% Article 5 of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures Purchase Agreement (as defined below) are true and correct in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) all material respects with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% Warrantholder as of the outstanding shares time of Common Stock. For purposes of 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 Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch exercise.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in partpart at any time and from time to time up to 11:59 P.M., by Eastern time, on the Expiration Date upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto as Exhibit A (the "“Exercise Agreement"), ”) accompanied by the original of the Debentures to the Company during normal business hours on any business day Business Day at the Company's ’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company Debt Assignment (as hereinafter defined) of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's ’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed duly executed Exercise Agreement shall have been delivered, and payment shall have been made for delivered to the Company (or such shares later date as set forth abovemay be specified in the Exercise Agreement). Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business daysBusiness Days, after this Warrant shall have been so exercised. The certificates 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. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shallshall (subject to Section 5(e) below), at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if lieu of delivering physical certificates representing the Company fails to deliver certificates for the Warrant Common Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of this Warrant, provided the Warrants Company’s Transfer Agent is participating in the Depository Trust Company (“DTC”) Deposit/Withdrawal at Custodian (“DWAC”) system, upon request of the Warrantholder, the Company shall use commercially reasonable efforts to cause its Transfer Agent to electronically transmit such shares issuable upon exercise to the Warrantholder (or portions thereof) with respect to which its designee), by crediting the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% account of the outstanding shares of Common Stock. For purposes of Warrantholder’s (or such designee’s) prime broker with DTC through its DWAC system (provided that the immediately preceding sentence, beneficial ownership same time periods herein as for stock certificates shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyapply).

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the part at any time upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto as Appendix A (the "Exercise Agreement")) and payment by certified check or wire transfer of funds for the Warrant Price for that number of Warrant Shares then being purchased, to the Company Corporation during normal business hours on any business day at the CompanyCorporation's principal executive offices (or such other office or agency of the Company Corporation as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Corporation shall have been provided to the Corporation), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three thirty (330) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company Corporation shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contraryany contrary provision, in no event shall the holder of this Warrant any Warrantholder be entitled to a cashless or net-cash exercise a number of Warrants (or portions thereof) in excess any portion of the number of Warrants (or portions thereof) upon Warrant. Each exercise of which hereof shall constitute the sum of (i) the number of shares of Common Stock beneficially owned by the holder representation and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership warranty of the unexercised Warrants Warrantholder to the Corporation that the representations and the unexercised or unconverted portion of any other securities warranties contained in Article 5 of the Company (including the Debentures Purchase Agreement (as defined below) are true and correct in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) all material respects with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% Warrantholder as of the outstanding shares time of Common Stock. For purposes of 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 Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch exercise.

Exercise of Warrant. Subject to the provisions hereof, (a) The purchase rights represented by this Warrant may be exercised are exercisable by the holder hereof, Holder in whole or in part, at any time, or from time to time, by the surrender of this WarrantWarrant and the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, together with a completed exercise agreement in at the form attached hereto (the "Exercise Agreement"), to office of the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice in writing to the holder hereofHolder at the address of the Holder appearing on the books of the Company), and upon payment in cash or by check acceptable to the Company. (ib) payment Notwithstanding anything to the contrary set forth herein, upon exercise of this Warrant, the Holder may, at the Holder’s election exercise this Warrant by paying to the Company in cash, by certified or official bank check or by wire transfer for an amount equal to the account of the Company of the aggregate Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended being purchased. (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(cc) below) for the This Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued have been exercised immediately prior to the holder hereof or close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such holder's designee, exercise shall be treated for all purposes as the holder of record owner of such shares, shares as of the close of business on the date such date. As promptly as practicable on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for or after such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expireddate, the Company shall, at its expense, at the time of delivery of such certificates, expense shall issue and deliver to the holder person or persons entitled to receive the same a new Warrant representing certificate or certificates for the number of shares with respect to which this Warrant shall not then have been exercisedissuable upon such exercise. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after event that this Warrant is exercisedexercised in part, then the Company shall pay to the holder in cash at its expense will execute and deliver a penalty (the "Penalty") equal to 2% new Warrant of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) like tenor exercisable for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock for which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not then be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyexercised.

Exercise of Warrant. Subject This Warrant may be exercised in whole or in part at any time or from time to time but not later than 5:00 P.M., Mountain time, on the provisions hereofExpiration Date. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised by on the holder hereof, in whole or in partnext succeeding day which shall not be such a day, by the presentation and surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Warrant to the Company during normal business hours on any business day or at the Company's principal executive offices (or such other office or agency of its stock transfer agent, if any, with the Company as it may designate Purchase Form annexed hereto duly executed and accompanied by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the number of shares of Warrant Shares Stock specified in such form. If this Warrant should be exercised in part only, the Company, upon the Holder’s surrender of this Warrant for cancellation, shall execute and shall deliver a new Warrant evidencing the right of the Holder to purchase the balance of the shares of Warrant Stock purchasable hereunder. Such new Warrant shall in all other respects be identical to this Warrant, including the date of the end of the Exercise Agreement or (ii) if the resale of the Warrant Shares Period. Upon receipt by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice this Warrant at the office or the agency of an election to effect a "Cashless Exercise" (as defined the Company, in Section 11(c) below) proper form for exercise, the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased Holder shall be deemed to be issued to the holder hereof or such holder's designee, as the Holder of record owner of such shares, as of the close shares of business on Warrant Stock issuable upon such exercise, notwithstanding that the date on which this Warrant stock transfer books of the Company shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for then be closed or that certificates representing such shares as set forth above. Certificates for the of Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, Stock shall not then be actually delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyHolder.

Exercise of Warrant. Subject (a) To exercise this Warrant in whole or in part, the Holder shall deliver to the provisions hereofCompany at its principal office located at 000 Xxxxxxx Xxxx, Xxxx, Xxxxxxxxxx 00000, (A) a written notice, in substantially the form of the Exercise Notice attached hereto as Exhibit 1, of the Holder's election to --------- exercise this Warrant, which notice shall specify the number of Warrant may Shares to be exercised purchased, (B) (i) cash, money order, certified check or wire transfer of immediately available funds payable to the Company, in an amount equal to the Exercise Price (as defined below) multiplied by the holder hereofnumber of Warrant Shares ---------- being purchased, or (ii) a copy of an instrument representing outstanding principal amount of indebtedness of the Company owed to the Holder, accompanied by a notice stating the Holder's intent to exercise this Warrant, in whole or in part, by the surrender reduction of this Warrant, together with a completed exercise agreement the amount of indebtedness stated in the form attached hereto (notice and represented by the "Exercise Agreement"), instrument in an amount equal to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for multiplied by the number of Warrant Shares specified in the Exercise Agreement or being purchased, and (iiC) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreementthis Warrant. The Warrant Shares so purchased Company shall be deemed as promptly as practicable, and in any event within ten (10) Business Days thereafter, execute and deliver or cause to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been executed and delivered, and payment shall have been made for in accordance with such shares as set forth above. Certificates for the Warrant Shares so purchasednotice, a certificate or certificates representing the aggregate number of shares Warrant Shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedsuch notice. The stock certificate or certificates so delivered shall be in such denominations as may be requested by the holder hereof specified in such notice and shall be registered issued in the name of such holder the Holder or such other name as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a Holder of record of such shares immediately prior to the close of business on the date such notice is received by such holderthe Company as aforesaid. 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 such said stock certificate or certificates, deliver to the holder Holder a new Warrant representing evidencing the number rights of shares the Holder to purchase the remaining Ordinary Shares called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. The Company shall pay all expenses, taxes (except United Kingdom stamp tax duties) and other charges payable in connection with the preparation, issue and delivery of such certificates and new Warrants, except that in case such stock certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer taxes that are payable upon the issuance of such stock certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. (b) All Ordinary Shares issued upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder, and from all taxes, liens and charges with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates issue thereof (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants United Kingdom stamp duty taxes and the unexercised or unconverted portion of any other transfer taxes) and, if any Ordinary Shares are then listed on a national securities of the Company (including the Debentures exchange (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) or quoted on an automated quotation system, shall be listed or quoted thereon, as the case may be, to the extent permissible under the rules of such exchange and Regulation 13D-G thereundernot prohibited by law, except as otherwise provided in clause (i) it being understood that such listing does not bear upon the transferability of such shares under the preceding sentence. The holder Act and the other provisions of this Warrant may waive the limitations set forth herein by sixty-one Agreement. (61c) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on The Company shall not be required upon any exercise of this Warrant set forth herein may not be amended without to issue a certificate representing any fraction of an Ordinary Share, but, in lieu thereof, shall pay to the Holder cash in an amount equal to a corresponding fraction (icalculated to the nearest 1/100 of a share) the written consent of the holder hereof and Fair Market Value (as defined below) of one Ordinary Share on the Business Day immediately prior to the date of receipt by the Company of notice of exercise of this Warrant. (d) The Company shall pay all depositary fees payable to the depositary and (ii) the approval of a majority of shareholders all stamp duty reserve taxes due to Inland Revenue in respect of the Companyissuance of American Depositary Shares or American Depositary Receipts in respect of Ordinary Shares issued upon exercise of the Warrant.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the part at any time upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto (the "Exercise Agreement")) and payment by cash, certified check or wire transfer of funds for the Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three seven (37) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition Each exercise hereof shall constitute the representation and warranty of the Warrantholder to all other available remedies at law or in equity, if the Company fails to deliver certificates for that the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder representations and warranties contained in cash a penalty (the "Penalty") equal to 2% Article 5 of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures Purchase Agreement (as defined below) are true and correct in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) all material respects with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% Warrantholder as of the outstanding shares time of Common Stock. For purposes of 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 Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch exercise.

Exercise of Warrant. Subject to (a) Except as provided in Section 9 of the provisions hereofSecurities Purchase Agreement and Sections 2(c) and 2(e) herein, exercise of the purchase rights represented by this Warrant may be exercised made at any time or times on or after the Initial Exercise Date and before or on the Termination Date by the holder hereof, in whole or in part, by the surrender of (i) surrendering this Warrant, together with a the Notice of Exercise Form annexed hereto completed exercise agreement in the form attached hereto (the "Exercise Agreement")and duly executed, to the offices of the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the holder hereof), and upon (i) payment to registered Holder at the Company in cash, by certified or official bank check or by wire transfer for address of such Holder appearing on the account books of the Company Company) and (ii) delivering payment of the Exercise Price for the Warrant Shares specified shares of Stock thereby purchased by wire transfer of immediately available funds in accordance with written wire instructions to be provided by the Exercise Agreement or (ii) if Company promptly on the resale Holder’s request. Subject to the restrictions of Section 9 of the Warrant Shares by Securities Purchase Agreement, the holder is not then registered pursuant Holder exercising its purchase rights in accordance with the preceding sentence shall be entitled to an effective registration statement under the Securities Act of 1933, as amended receive a certificate (the "Securities Act"), delivery or designate to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) belowwhom such certificate shall be issued) for the Warrant Shares specified in the Exercise Agreement. The number of Warrant Shares so purchased; certificates for shares so purchased hereunder shall be deemed to be issued and delivered to the holder hereof Holder (or such holder's designee, as the record owner of such shares, as of the close of business on issued at its direction) within three Trading Days after the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares exercised as set forth aboveaforesaid. Certificates for the This Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered deemed to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in partand such certificate or certificates shall be deemed to have been issued, thenand the Holder shall be deemed to no longer hold this Warrant with respect to such shares, unless as of the date this Warrant has expiredbeen exercised by payment to the Company of the Exercise Price (including by exercising the Net Exercise Right pursuant to Section 2(b)) and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid, notwithstanding that the stockholder books or records of the Company may be closed or certificates representing such shares may not be actually delivered on such date. (b) Notwithstanding the foregoing, subject to the restrictions of Section 9 of the Securities Purchase Agreement, the Company shallHolder may, at it its expensesole discretion, at satisfy its obligation to pay the time of delivery of such certificatesExercise Price through a “cashless exercise” (the “Net Exercise Right”), deliver to the holder a new Warrant representing the number of shares with respect to in which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then case the Company shall pay issue to the holder in cash a penalty (the "Penalty") equal to 2% of Holder the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (determined as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.follows:

Exercise of Warrant. Subject to the provisions hereof, this (a) This Warrant may be exercised by the holder hereofexercised, in whole or in part, at any time and from time to time during the Exercise Period. Such exercise shall be accomplished by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), tender to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice an amount equal to the holder hereofExercise Price multiplied by the number of underlying shares being purchased (the “Purchase Price”), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for or by check payable to the account order of the Company Company. As a condition of exercise, the Exercise Price for the Holder shall where applicable execute a customary investment letter and accredited investor questionnaire. The Holder’s right to exercise this Warrant Shares specified in the Exercise Agreement or (ii) if the resale is subject to compliance with any applicable laws and rules including Section 5 of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended . (b) Upon receipt of the "Securities Act"Purchase Price in Section 2(a), delivery together with presentation and surrender to the Company of a written notice of this Warrant with an election to effect a "Cashless Exercise" executed subscription form in substantially the form attached hereto as Exhibit A (as defined in Section 11(c) below) for the Warrant Shares specified in “Subscription”), the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued Company will deliver to the holder hereof or such holder's designeeHolder, as promptly as possible, a certificate or certificates representing the record owner shares of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares Common Stock so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder the Holder or such other name its transferee (as shall be designated by such holderpermitted under Section 3 below). If With respect to any exercise of this Warrant shall have been exercised only in part, then, unless this Warrant has expiredWarrant, the Company shall, at its expense, at the time of delivery of such certificates, deliver Holder will for all purposes be deemed to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall become the holder of this Warrant be entitled to exercise a number record of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned purchased hereunder on the date a properly executed Subscription and payment of the Purchase Price is received by the Company (the “Exercise Date”), irrespective of the date of delivery of the certificate evidencing such shares, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder and its affiliates (other than of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Fractional shares of Common Stock which may will not be deemed beneficially owned through issued upon the ownership exercise of the unexercised Warrants and the unexercised or unconverted portion this Warrant. In lieu of any other securities fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Date. In the event this Warrant is exercised in part, the Company shall issue a New Warrant (including the Debentures (as defined in the Securities Purchase Agreement)below) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) Holder covering the aggregate number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect as to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentencethis Warrant remains exercisable for. The holder of Company acknowledges and agrees that this Warrant may waive was issued on the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyIssuance Date.

Exercise of Warrant. Subject to the provisions hereof, this This Warrant may be exercised by the holder hereofWarrant Holder, in whole or in part, at any time and from time to time by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (of subscription at the "Exercise Agreement")end hereof duly executed by Warrant Holder, to the Company during normal business hours on any business day at its principal office. In the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for event that the Warrant Shares specified is not exercised in full, the Exercise Agreement or (ii) if the resale number of the Warrant Shares shall be reduced by the holder is not then registered pursuant to an effective registration statement under the Securities Act number of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the such Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on for which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been deliveredis exercised, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shallCompany, at its expense, at the time of delivery of such certificates, shall forthwith issue and deliver to or upon the holder order of Warrant Holder a new Warrant representing of like tenor in the name of Warrant Holder or as Warrant Holder (upon payment by Warrant Holder of any applicable transfer taxes) may request, reflecting such adjusted Warrant Shares. If, despite the Company's obligations provided in Paragraphs 4(a) and 4(d) hereof, the Company shall not have registered pursuant to a Registration Statement under the Act and/or available for issuance upon exercise of this Warrant sufficient shares of Common Stock for such issuance as such registered shares then, notwithstanding anything contained herein to the contrary and in addition to and not in lieu of any of the other rights and remedies to which the Warrant Holder may be entitled by reason of the Company's failure fully to meet its obligations under Paragraphs 4(a) and 4(d) hereof, the Warrant Holder may, at its election exercised in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Purchase Price, elect instead to receive upon such exercise the Net Number of shares of Common Stock determined according to the following formula: Net Number = (A X B) - (A X C) ------------------- B For purposes of the foregoing formula: A = the total number of shares with respect to which this Warrant shall not is then have been being exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Exercise of Warrant. Subject to (a) If (and only if) the provisions hereofEffectiveness Date has occurred, beginning on the Initial Exercise Date, the rights represented by this Warrant may be exercised by the holder Holder hereof, in whole or in partpart (but not as to a fractional share of Common Stock), by (A) the surrender delivery of this Warrant, together with a properly completed exercise agreement Notice of Exercise in the form attached hereto (the "Exercise Agreement")hereto, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company at 0000 Xxxxxxxxx Xxxx, X. X., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (or to such other address as it the Company may designate by notice in writing to the holder hereof), Holder) and upon (iB) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Warrant Purchase Price for the Warrant Shares specified in the Exercise Agreement being purchased (i) by cash or by certified check or bank draft, (ii) if as provided in Section 2(b), or (iii) any combination thereof. In the resale case of payment of all or a portion of the Warrant Shares by the holder is not then registered Purchase Price pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"Section 2(b), delivery the direction of the Holder to the Company make a Cashless Exercise shall serve as accompanying payment for that portion of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise AgreementPurchase Price. The Warrant Shares Company agrees that the shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, Holder as the record owner of such shares, shares as of the close of business on the date on which this Warrant shall have been surrendered, delivered to the completed Exercise Agreement shall have been delivered, Company and payment shall have been made for such shares as set forth aboveaforesaid. Certificates for the Warrant Shares shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, purchased shall be delivered to the holder hereof Holder within a reasonable time, not exceeding three ten (310) business days, Business Days after the rights represented by this Warrant shall have been so exercised. The certificates 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. If this Warrant shall have been exercised only in part, thenand, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing representing, and with an Aggregate Number equal to, the number of shares Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised. In addition to , in all other available remedies respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or, at law or in equitythe request of such Holder, if appropriate notation may be made on this Warrant and signed by the Company fails and the same returned to such Holder. The Holder shall not be required to deliver certificates for the original Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay in order to the holder in cash a penalty (the "Penalty") equal to 2% effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day Company shall, upon request of the month following the month in which it has accrued. Notwithstanding anything in this Holder, use its reasonable best efforts to deliver Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (Shares hereunder electronically through The Depository Trust Company or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyanother established clearing corporation performing similar functions.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the part at any time upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto as Appendix A (the "“Exercise Agreement")”) and payment by cash, certified check or wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company's ’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's ’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement or Net Issue Election Notice, as the case may be, shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all As used herein, “business day” means a day, other available remedies at law than a Saturday or Sunday, on which banks in equity, if the Company fails to deliver certificates New York City are open for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% general transaction of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companybusiness.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the at any time prior to its expiration upon surrender of this the Warrant, together with delivery of a completed duly executed Warrant exercise agreement form, in the form attached hereto as Appendix A (the "“Exercise Agreement")”) and payment by cash, certified check or wire transfer of funds (or by cashless exercise as provided below) of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company's ’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereofWarrantholder), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof Warrantholder or such holder's the Warrantholder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or the date evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company has been provided to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, purchased shall be delivered to the holder hereof Warrantholder within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof Warrantholder and shall be registered in the name of such holder the Warrantholder or such other name as shall be designated by such holderthe Warrantholder, as specified in the Exercise Agreement. 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 such certificates, deliver to the holder Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all As used herein, “business day” means a day, other available remedies at law than a Saturday or Sunday, on which banks in equity, if the Company fails to deliver certificates New York City are open for the Warrant Shares within three (3) business days after this Warrant is exercised, then general transaction of business. Each exercise hereof shall constitute the Company shall pay to re-affirmation by the holder Warrantholder that the representations and warranties contained in cash a penalty (the "Penalty") equal to 2% Section 5 of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures Purchase Agreement (as defined below) are true and correct in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) all material respects with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% Warrantholder as of the outstanding shares time of Common Stock. For purposes of 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 Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch exercise.

Exercise of Warrant. Subject to the provisions hereof, this This Warrant may be exercised by the holder hereof, in whole or in part, part at any time by the surrender of this Warrant, together Warrant (with a completed exercise agreement in the subscription form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's end hereof duly completed and executed) at the principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, of the aggregate Exercise Price for the shares being purchased. Any such payment shall be by certified or official bank check payable to the order of the Company or by wire transfer for to the account Company's designated bank account. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or sale of the Company Company, the exercise of any portion of this Warrant may, at the election of the Exercise Price for Holder, be conditioned upon the Warrant Shares specified in the Exercise Agreement or (ii) if the resale consummation of the Warrant Shares by public offering or sale of the holder is Company, in which case such exercise shall not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to effective concurrently with the holder hereof or such holder's designee, as the record owner consummation of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holdertransaction. If this Warrant shall have been is exercised only in part, then, unless this Warrant has expired, respect of less than all of the Company shall, at its expense, shares of Common Stock at the time of delivery of such certificatespurchasable hereunder, deliver the Holder shall be entitled to the holder receive a new Warrant representing of like tenor to this Warrant covering the number of shares with in respect to of which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not shall be amended without (i) deemed to have been issued to the written consent Holder at the time of such exercise, and the Holder shall be deemed for all purposes to have become the record holder of the holder hereof and Common Stock at such time. Certificates for shares of the Common Stock purchased upon exercise or partial exercise of this Warrant shall be delivered by the Company to Holder within five business days after the date of exercise. This Warrant and all rights and options hereunder shall expire on the Expiration Date (ii) as the approval of a majority of shareholders of same may be modified as provided herein), and shall be wholly null and void to the Companyextent this Warrant is not exercised before it expires.

Exercise of Warrant. (a) Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the part at any time prior to its expiration upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto as Appendix A (the "Exercise Agreement")) and payment by cash, certified check or wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all As used herein, "business day" means a day, other available remedies at law than a Saturday or Sunday, on which banks in equity, if the Company fails to deliver certificates New York City are open for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% general transaction of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companybusiness.

Exercise of Warrant. Subject to the provisions hereof, this (a) This Warrant may be exercised by the holder hereofexercised, in whole or in part, upon surrender to the Company at its offices at 0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxxxxx 00000 of the certificate or certificates evidencing this Warrant to be exercised, together with the form of election to exercise attached hereto as Exhibit A duly completed and executed, and upon payment to the Company of the Warrant Price for the number of Warrant Shares in respect of which this Warrant is then being exercised. Payment of the aggregate Warrant Price may be made in cash, by certified or bank check or by wire transfer. (b) Subject to Section 2 hereof, upon such surrender of this Warrant, and the duly completed and executed form of election to exercise, and payment of the Warrant Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch (and in any event within five business days thereafter) to the Holder or such other person as the Holder may designate in writing a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of this Warrant. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of Common Stock as of the date of the surrender of this Warrant, together with a and the duly completed exercise agreement in the and executed form attached hereto (the "Exercise Agreement"), of election to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof)exercise, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Price, as amended (aforesaid; provided, however, that if, at the "Securities Act")date of surrender of this Warrant and payment of the Warrant Price, delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) transfer books for the shares of Common Stock purchasable upon the exercise of this Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to closed, the certificates for the shares of Common Stock shall be issued to the holder hereof or such holder's designee, as the record owner of such shares, issuable as of the close of business on the date on which this Warrant such books shall have been surrenderednext be opened (whether before or after the Expiration Date), and, until such date, the completed Exercise Agreement Company shall have been delivered, and payment shall have been made be under no duty to cause to be delivered any certificate for such shares as set forth above. Certificates of Common Stock or for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holderclass of stock. If this Warrant shall have been is exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing certificate of the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates same tenor and for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied not exercised shall be executed by the Market Price Company. (c) The Company will take such actions as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder reasonably requested by the fifth day of the month following the month in Holder with respect to any filing which it has accrued. Notwithstanding anything in this Warrant Holder shall be required to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) make upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which Warrant under the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19341976, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Exercise of Warrant. Subject 3.1 This Warrant shall be immediately exercisable at the option of holder at any time prior to the provisions hereofWarrant Maturity Date. In case the holder of this Warrant shall exercise all or any part of the purchase right evidenced by this Warrant, the holder shall surrender this Warrant on the Purchase Date with the Form of Exercise attached hereto duly executed by the holder, to the Company at the principal office of the Company, accompanied by payment of the Per Share Price for the number of shares specified in such Form of Exercise, together with any applicable federal and state tax relating to such exercise; provided, however, that the holder may make payment of the Per Share Price by irrevocable instructions to the Company to utilize the Right (as defined below), or a portion thereof, in payment of the Per Share Price. This Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency . In case of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company exercise in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expiredpart only, the Company shall, at its expense, at the time of delivery of such certificates, will deliver to the holder a new Warrant representing of like tenor in the number name of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (evidencing the "Penalty") equal right to 2% of purchase the number of Warrant Shares as to which this Warrant has not been exercised. 3.2 As used in this Agreement, the term “Right” means the holder’s right to utilize a portion of this Warrant to receive from the Company therefor that number of Warrant Shares having an aggregate fair market value equal to: (i) the excess of the fair market value (determined as set forth below) on the date of exercise of one Warrant Share over the Per Share Price, multiplied by (ii) the portion of this Warrant which is so surrendered, stated in writing by the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the a specified number of Warrant Shares. The Penalty Board of Directors shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (elect to settle any part or portions thereof) in excess all of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Company’s obligation arising out of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (Right by the payment of cash or portions thereof) with respect check equal to the aggregate fair market value on the date on which the determination described herein Right is being made, would result in beneficial ownership by the holder and its affiliates exercised of more than 4.9% that part or all of the outstanding shares Warrant Shares the Company would otherwise be obligated to deliver (in such case holder shall be entitled to use such cash as the Per Share Price for any unexercised portion of Common Stockthis Warrant). For purposes If required by applicable law, the Company shall issue to holder an Internal Revenue Service Form 1099, showing the value of 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 Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein right so exercised by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyholder.

Exercise of Warrant. Subject to the provisions hereof, (a) The purchase rights represented by this Warrant may be exercised are exercisable by the holder hereofHolder, in whole or in part, during the Exercise Period by the surrender of this Warrant, together with a completed exercise agreement in the form of Subscription Agreement attached hereto (as Annex A duly completed and executed by the "Exercise Agreement")Holder, to the Company during normal business hours on any business day at the Company's its principal executive offices (or such other office or agency of the Company as it may designate office, accompanied by notice to the holder hereof), and upon (i) payment to the Company in cash, in lawful money of the United States of America, including by certified or official bank check made payable to the order of the Company or by wire transfer of immediately available funds to an account designated by the Company, of an amount equal to the Exercise Price multiplied by the number of shares of Common being purchased pursuant to such exercise of the Warrant. (b) This Warrant may be exercised for less than the full number of shares of Common Stock calculated above, provided that this Warrant may not be exercised in part for less than a whole number of shares of Common Stock. Upon any such partial exercise, the Company at its expense will forthwith issue to the Holder a new Warrant or Warrants of like tenor exercisable for the account number of shares of Common Stock as to which rights have not been exercised (subject to adjustment as herein provided), such Warrant or Warrants to be issued in the name of the Company Holder or its nominee. (c) As soon as practicable after the exercise of this Warrant and payment of the Exercise Price Price, and in any event within 20 business days thereafter, the Company, at its expense, will cause to be issued in the name of and delivered to the Holder a certificate or certificates for the Warrant Shares specified number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock to which the Holder shall be entitled upon such exercise, plus, in lieu of any fractional share to which the Exercise Agreement or (iiHolder would otherwise be entitled, cash in an amount determined in accordance with Section 3(d) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreementhereof. The Warrant Shares Company agrees that the shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, Holder as the record owner of such shares, shares as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, surrendered and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered aforesaid. (d) Prior to the holder hereof within a reasonable time, not exceeding three (3) business days, after exercise of this Warrant shall have been so exercised. The certificates 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. If this Warrant shall have been exercised only in part, then, unless this Warrant has expiredWarrant, the Holder shall not be entitled to any rights of a stockholder of the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion receive any notice of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders proceedings of the Company. (e) In the event that the Company proposes to engage in a Change in Control or Qualified Public Offering, it shall give the Holder written of its intention not less than ten (10) days prior to the date of the proposed closing of such transaction. The notice shall describe the material terms and conditions upon which the Company proposes to consummate such transaction.

Exercise of Warrant. Subject to the provisions hereofterms and conditions set forth herein, the Holder may exercise this Warrant may be exercised on or after April 17, 2008, but no later than October 17, 2012. To exercise this Warrant the Holder shall present and surrender this Warrant to the Company at its principal office, with the Warrant Exercise Form, attached hereto as Appendix A, duly executed by the holder hereofHolder and accompanied by payment in cash or by certified check, in whole payable to the order of the Company or in partby a wire transfer to the Company, of the aggregate Exercise Price for the total aggregate number of securities for which this Warrant is exercised. The Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as “Warrant Stock.” Upon receipt by the surrender Company of this Warrant, together with a completed exercise agreement in the form attached hereto (the "executed Warrant Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), Form and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price Price, if any, for the Warrant Shares specified securities to be acquired, in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933proper form for exercise, as amended (the "Securities Act"), delivery and subject to the Company Holder’s compliance with all requirements of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) this Warrant for the Warrant Shares specified in exercise hereof, the Exercise Agreement. The Warrant Shares so purchased Holder shall be deemed to be issued to the holder hereof or such holder's designee, as the of record owner of such shares, as of the close Warrant Stock issuable upon such exercise, notwithstanding that the stock transfer books of business on the date on which this Warrant Company shall have been surrendered, the completed Exercise Agreement then be closed or that certificates representing such securities shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall not then be actually delivered to the holder hereof within a reasonable timeHolder; provided, not exceeding three (3) business dayshowever, after this Warrant shall have been so exercised. The certificates 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. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not shall be amended without (i) the written consent of the holder hereof effective, and the Company shall have no obligation to issue any Warrant Stock to the Holder upon any attempted exercise of this Warrant, unless the Holder shall have first delivered to the Company, in form and (ii) substance reasonably satisfactory to the approval of a majority of shareholders Company, appropriate representations so as to provide the Company reasonable assurances that the securities issuable upon exercise may be issued without violation of the Companyregistration requirements of the Securities Act and applicable state securities laws, including without limitation representations that the exercising Holder is an “accredited investor” as defined in Regulation D under the Securities Act and that the Holder is familiar with the Company and its business and financial condition and has had an opportunity to ask questions and receive documents relating thereto to his reasonable satisfaction.

Exercise of Warrant. (a) Subject to the provisions terms and conditions hereof, this Warrant may be exercised in whole or in part, at any time during normal business hours on or after the Exercise Date and prior to 5:00 p.m. (Eastern Standard Time) on the Expiration Date. The rights represented by this Warrant may be exercised by the holder hereofhereof then registered on the books of the Company, in whole or from time to time in partpart (except that this Warrant shall not be exercisable as to a fractional share), by: (i) delivery of a written notice, in the form of the subscription notice attached as Exhibit A hereto (the “Subscription Notice”), of such holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased; (ii) payment to the Company of an amount equal to the Warrant Exercise Price multiplied by the number of Warrant Shares as to which the Warrant is being exercised (plus any applicable issue or transfer taxes) in cash, by wire transfer or by certified or official bank check; and (iii) the surrender of this Warrant, together with a completed exercise agreement in properly endorsed, at the form attached hereto (the "Exercise Agreement"), to principal office of the Company during normal business hours on any business day at the Company's principal executive offices in Destin, Florida (or at such other agency or office or agency of the Company as it the Company may designate by notice to the holder hereofHolder); provided, and upon (i) payment that if such Warrant Shares are to the Company be issued in cash, by certified or official bank check or by wire transfer for the account any name other than that of the Company Holder, such issuance shall be deemed a transfer and the provisions of Section 13 shall be applicable. In the event of any exercise of the Exercise Price rights represented by this Warrant, a certificate or certificates for the Warrant Shares specified so purchased, registered in the name of, or as directed by, the Holder, shall be delivered to, or as directed by the Holder within a reasonable time, not exceeding 15 days after the date on which such rights shall have been so exercised. (b) Unless the rights represented by this Warrant shall have expired or have been fully exercised, the Company shall issue, within such 15 day period, a new Warrant identical in all respects to the Warrant exercised except (x) such new Warrant shall represent rights to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the warrant exercised, less the number of Warrant Shares with respect to which such original Warrant was exercised, and (y) the Warrant Exercise Agreement or (ii) if Price thereof shall be, subject to further adjustment as provided in this Warrant, the resale Warrant Exercise Price of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined exercised. The person in Section 11(c) below) whose name any certificate for the Warrant Shares specified in the Exercise Agreement. The is issued upon exercise of this Warrant Shares so purchased shall for all purposes be deemed to be issued to have become the holder hereof or such holder's designee, as the of record owner of such shares, as of Warrant Shares immediately prior to the close of business on the date on which this the Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, was surrendered and payment shall have been made for such shares as set forth above. Certificates for of the Warrant Shares so purchased, representing the aggregate number of shares specified amount due in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name respect of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in partexercise and any applicable taxes was made, then, unless this Warrant has expired, irrespective of the Company shall, at its expense, at the time date of delivery of such certificatesshare certificate, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equityexcept that, if the date of such surrender and payment is a date when the stock transfer books of the Company fails are properly closed, such person shall be deemed to deliver certificates have become the holder of such Warrant Shares at the opening of business on the next succeeding date on which the stock transfer books are open. (c) In lieu of the Holder exercising this Warrant (or any portion hereof) for cash, it may, in connection with such exercise, elect to satisfy the Warrant Shares within three Exercise Price by exchanging solely (3x) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty"or such portion hereof) equal to 2% of the for (y) that number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay equal to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum product of (i) 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 Convertible Securities issuable upon such exercise of the unexercised Warrants and the unexercised or unconverted Warrant (or, if only a portion of any other securities this Warrant is being exercised, issuable upon the exercise of the Company (including the Debentures (as defined in the Securities Purchase Agreement)such portion) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and for cash multiplied by (ii) a fraction, (A) the numerator of which is the Market Price per share of the Common Stock at the time of such exercise minus the Warrant Exercise Price per share of the Convertible Securities at the time of such exercise, and (B) the denominator of which is the Market Price per share of the Common Stock at the time of such exercise, such number of shares of Common Stock so issuable upon such exercise of the Warrants (to be rounded up or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice down to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise nearest whole number of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyShares.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by at any time and from time to time after the surrender issuance hereof, upon delivery of this Warrant, together with a completed the duly executed Warrant exercise agreement in the form attached hereto (the "Exercise Agreement"), ) to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Warrant Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant (or evidence of loss, theft or destruction thereof) shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the part at any time prior to its expiration upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto as Appendix A (the "“Exercise Agreement")”) and payment by cash, certified check or wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company's ’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's ’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all As used herein, “business day” means a day, other available remedies at law than a Saturday or Sunday, on which banks in equity, if the Company fails to deliver certificates New York City are open for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay general transaction of business. Prior to the holder in cash a penalty (the "Penalty") equal to 2% registration of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if each exercise hereof shall constitute the re-affirmation by the Warrantholder that the representations and warranties contained in Section 5 of the Purchase Agreement, dated September 30, 2003 (the “Purchase Agreement”), among the Company the original holder is entitled to 100,000 of the Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day original holders of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of other Company Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined below) are true and correct in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) all material respects with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% Warrantholder as of the outstanding shares time of Common Stock. For purposes of 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 Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch exercise.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by to purchase the holder hereofWarrant Shares, in whole or in part, by at any time and from time to time on and after the Exercise Date and before the Expiration Date upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto (the "“Exercise Agreement"”) (which may be by fax or portable document format (pdf) delivered by email), to the Company during normal business hours on any business day at the Company's ’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Warrant Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's ’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for delivered to the Company (or such shares later date as set forth abovemay be specified in the Exercise Agreement). Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three five (35) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Exercise of Warrant. Subject to the provisions hereof, this (a) This Warrant may be exercised by the holder hereofexercised, in whole or in part, by at any time and from time to time, during the surrender period commencing on the Warrant Commencement Date and terminating at the Expiration Time. (b) This Warrant shall be deemed to have been exercised when the Company has received at its principal office all of the following items (the “Exercise Time”): (i) this Warrant, together with ; (ii) a completed exercise agreement form in the form attached hereto (the "“Exercise Agreement"Form”), executed by the Warrantholder exercising all or part of the purchase rights represented by this Warrant; (iii) the payment in full to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice an amount of consideration therefor equal to the holder hereof)Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares with respect to which this Warrant is then being exercised, and upon (i) payment to the Company in cash, payable by certified or official bank check or by wire transfer for the account of the Company of immediately available funds. (c) As soon as practicable, but no later than ten business days following the Exercise Price for Time, the Warrant Shares specified in Company, at its expense (including the Exercise Agreement or (ii) if the resale payment by it of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"any applicable taxes), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed will cause to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder and delivered to the Warrantholder, or such other name as person identified in the Exercise Form, certificates evidencing the number of Warrant Shares to which the Warrantholder, or such other person identified in the Exercise Form, shall be designated by such holderentitled. If this Warrant shall have been exercised only in part, then, unless Unless this Warrant has expiredexpired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially indentical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, at its expense, at the time of delivery of within such certificatesten business day period, deliver such new Warrant to the holder a new person designated for delivery in the Exercise Form. (d) No certificates for fractional Warrant representing Shares shall be issued upon the number exercise of shares with respect to which all or any part of this Warrant shall not then have been exercisedWarrant. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the lieu of issuing any fractional Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to round up the holder in cash a penalty (the "Penalty") equal to 2% calculation of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to nearest whole number of Warrant Shares. (e) The Warrant Shares issuable upon the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not shall be amended without (i) deemed to have been issued to the written consent of Warrantholder at the holder hereof Exercise Time, and the Warrantholder shall be deemed for all purposes to have become the record holder of such Warrant Shares at the Exercise Time; provided, that, if the Company and (ii) shall have notified the approval Warrantholder in writing, that additional documentation and/or information is required to effect the exercise of a majority this Warrant, for the purpose of shareholders of Section 1(b), the Company“Exercise Time” shall be the time when the Company receives such documentation and/or information.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by part at any time after the date which is six (6) months after the date hereof and prior to the expiration of the Warrant upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto as Appendix A (the "“Exercise Agreement")”) and payment by cash, certified check or wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company's ’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereofWarrantholder), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof Warrantholder or such holder's the Warrantholder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof Warrantholder within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof Warrantholder and shall be registered in the name of such holder the Warrantholder or such other name as shall be designated by such holderthe Warrantholder. 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 such certificates, deliver to the holder Warrantholder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all As used herein, “business day” means a day, other available remedies at law than a Saturday or Sunday, on which banks in equity, if New York City are open for the general transaction of business. If by the third business day after such an exercise the Company fails to deliver certificates for the required number of Warrant Shares in the manner specified herein, and if after such third business day and prior to the receipt of such Warrant Shares, the Warrantholder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Warrantholder of the Warrant Shares within three which the Warrantholder anticipated receiving upon such exercise (3) business days after this Warrant is exerciseda “Buy-In”), then the Company shall (1) pay in cash to the holder in cash a penalty Warrantholder the amount by which (x) the "Penalty"Warrantholder’s total purchase price (including brokerage commissions, if any) equal to 2% for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails was required to deliver certificates for to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock on the date of exercise and (2) at the option of the Warrantholder, either reinstate the portion of the Warrant Shares. For example, if the holder is entitled to 100,000 and equivalent number of Warrant Shares and the Market Price is $2.00, then the Company shall pay for which such exercise was not honored or deliver to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) Warrantholder the number of shares of Common Stock beneficially owned by that would have been issued had the holder Company timely complied with its exercise and delivery obligations hereunder; provided however, if the Company delivered all appropriate written directions and documents to its affiliates (other than shares transfer agent within one business day of Common Stock which may be deemed beneficially owned through such exercise, the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities foregoing Buy-In damage obligation of the Company (including set forth in this sentence shall not apply to such exercise. The Warrantholder shall provide the Debentures (as defined in Company prompt written notice indicating the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous amounts payable to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise Warrantholder in respect of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13DBuy-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyIn.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the at any time prior to its expiration upon surrender of this the Warrant, together with delivery of a completed exercise agreement duly executed notice of exercise, in the form attached hereto as Appendix A (the "Exercise Agreement")“Notice of Exercise”) and payment by cash, certified check or wire transfer of funds of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company's ’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereofWarrantholder), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof Warrantholder or such holder's the Warrantholder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or the date evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company has been provided to the Company), the Warrant Price shall have been paid and the completed Notice of Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, purchased shall be delivered to the holder hereof Warrantholder within a reasonable time, not exceeding three five (35) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof Warrantholder and shall be registered in the name of such holder the Warrantholder or such other name as shall be designated by such holderthe Warrantholder, as specified in the Notice of Exercise. 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 such certificates, deliver to the holder Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all As used herein, “business day” means a day, other available remedies at law than a Saturday or Sunday, on which banks in equity, if the Company fails to deliver certificates New York City are open for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% general transaction of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companybusiness.

Exercise of Warrant. Subject to the provisions terms and conditions hereof, this Warrant may be exercised, in whole or in part, at any time during normal business hours on or after the opening of business on JUNE 26, 1998 and prior to 4:00 P.M., Eastern Prevailing Time, on the Expiration Date. The rights represented by this Warrant may be exercised by the holder hereofHolder, in whole or in partpart (except that this Warrant shall not be exercisable as to a fractional share), by (i) delivery of a written notice, in the form of the Subscription Notice attached as Exhibit A, of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) payment to the Company of an amount equal to the Warrant Exercise Price multiplied by the number of Warrant Shares as to which the Warrant is being exercised in cash or by certified or official bank check, for the number of Warrant Shares as to which this Warrant shall have been exercised, (iii) the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement")properly endorsed, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it at 33 State Street, Bangor, Maine (or at such other agenxx xx xxxxxx xx xxx Xxxxxxx xx the Company may designate by notice to the holder hereof), Holder) and upon (iiv) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for if the Warrant Shares specified in issuable upon the Exercise Agreement or (ii) if the resale exercise of the rights represented by this Warrant Shares by the holder is have not then been registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company by the Holder of a written notice letter in the form of an election Exhibit B hereto [unless in the opinion of counsel to effect the Holder reasonably acceptable to the Company (delivered to the Company) delivery of such letter is not required]. If such Warrant Shares are to be issued in any name other than that of the Holder or its nominee, such issuance shall be deemed a "Cashless Exercise" (as defined in transfer and the provisions of Section 11(c) below) 15 shall be applicable. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares specified so purchased, registered in the name of, or as directed by, the Holder, shall be delivered to, or as directed by, Holder within a reasonable time, not exceeding five days, after such rights shall have been so exercised. Unless the rights represented by this Warrant shall have expired or have been fully exercised, the Company shall issue a new Warrant identical in all respects to the Warrant exercised except (A) it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrant exercised, less the number of Warrant Shares with respect to which such Warrant was exercised and (B) the Warrant Exercise AgreementPrice thereof shall be the Warrant Exercise Price of the Warrant exercised. The Person in whose name any certificate for Warrant Shares so purchased is issued upon exercise of this Warrant shall for all purposes be deemed to be issued to have become the holder hereof or such holder's designee, as the of record owner of such shares, as of Warrant Shares immediately prior to the close of business on the date on which this the Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, was surrendered and payment shall have been made for such shares as set forth above. Certificates for of the Warrant Shares so purchased, representing the aggregate number of shares specified amount due in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name respect of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in partexercise was made, then, unless this Warrant has expired, irrespective of the Company shall, at its expense, at the time date of delivery of such certificatesshare certificate, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equityexcept that, if the Company fails to deliver certificates for date of such surrender and payment is a date when the Warrant Shares within three (3) business days after this Warrant is exercised, then stock transfer books of the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleare properly closed, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty such Person shall be paid deemed to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall have become the holder of this such Warrant be entitled to exercise a number Shares at the opening of Warrants (or portions thereof) in excess of business on the number of Warrants (or portions thereof) upon exercise of next succeeding date on which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companystock transfer books are open.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the part at any time upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto as Appendix A (the "“Exercise Agreement")”) and payment by cash, certified check or wire transfer of funds (or by cash-less exercise as provided below) for the Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company's ’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's ’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company), the Warrant Price shall have been paid, the completed Exercise Agreement shall have been delivereddelivered and, in the case of any transfer of Warrant Shares effected at the time of such exercise, an appropriately executed stock power and payment a certificate containing such reasonable and appropriate customary representations as may be reasonably requested by the Company shall have been made for such shares as set forth abovedelivered to the Company. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or or, subject to compliance with applicable law, such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or Each exercise hereof shall constitute the re-affirmation by the Warrantholder that the representations and warranties contained in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% Section 4 of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares Agreement are true and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month correct in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) all material respects with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% Warrantholder as of the outstanding shares time of Common Stock. For purposes of 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 Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch exercise.

Exercise of Warrant. Subject to the provisions hereof, this (a) This Warrant may be exercised by the holder Holder hereof, in whole or in part, at any time prior to the Termination Date, at the election of the Holder hereof (with the notice of exercise substantially in the form attached hereto as Attachment 1 duly completed and executed for an exercise under this Section 5(a)) (the “Notice”), by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day Warrant at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to or transfer agent and the holder hereof), and upon (i) payment to the Company in cashCompany, by certified or official bank check check, or by wire transfer for to an account designated by the account Company, of an amount equal to the Company then applicable Warrant Price multiplied by the number of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or then being purchased (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to issued upon such an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"exercise described in this Section 5(a), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the “Cash Shares”). This Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued have been exercised immediately prior to the holder hereof or close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Shares issuable upon such holder's designee, exercise shall be treated for all purposes as the record owner holder of such shares, shares of record as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares date. As promptly as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, practicable after this Warrant shall have been so exercised. The certificates 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. If this Warrant shall have been exercised only in part, then, unless this Warrant has expireddate, the Company shall, at its expense, at the time of delivery of such certificates, shall issue and deliver to the holder person or persons entitled to receive the same a new Warrant representing certificate or certificates for the number of shares with respect full Warrant Shares issuable upon such exercise. (b) At any time prior to which the Termination Date, in lieu of exercising this Warrant shall not then have been for cash, the Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being exercised. In addition to all other available remedies ) by surrender of this Warrant at law or in equity, if the principal office of the Company fails to deliver certificates together with notice of such election substantially in the form attached hereto as Attachment 1 duly completed and executed for the Warrant Shares within three an exercise under this Section 5(b) (3) business days after this Warrant is exercised, then the a “Net Exercise”). The Company shall pay issue to the holder in cash a penalty (the "Penalty") equal to 2% of the Holder who Net Exercises a number of Warrant Shares that computed using the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.formula: X = A Where

Exercise of Warrant. Subject to (a) Exercise of the provisions hereof, purchase rights represented by this Warrant may be exercised made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivering the holder hereof, in whole or in part, Notice of Exercise Form annexed hereto duly completed and executed (which delivery may be by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"facsimile), to at the office of the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice in writing to the holder hereofregistered Holder at the address of such Holder appearing on the books of the Company) and upon full payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank or by means of a cashless exercise pursuant to Section 3(d), and upon the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for shares purchased hereunder shall be delivered to the address specified by the Holder in the Notice of Exercise within three (i3) payment Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). In lieu of delivering physical certificates for the shares purchased hereunder, provided the Company’s transfer agent is participating in cashthe Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, and so long as the legend upon the certificates for the shares may be removed in accordance with Section 4.1 of the Purchase Agreement, upon request of the Holder, the Company shall use commercially reasonable efforts to cause its transfer agent electronically to transmit such shares by certified or official bank check or by wire transfer for crediting the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission system (provided that the same time limitations herein as for stock certificates shall apply and that the Company may in all events satisfy its obligations to deliver certificates by delivery of physical stock certificates). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or Price. (iib) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all any other rights available remedies at law or in equityto the holder, if the Company fails to deliver or cause its transfer agent to deliver or transmit (in the manner contemplated by clause (a) above) to the Holder a certificate or certificates for representing the Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of the Shares within three which the Holder anticipated receiving upon such exercise (3) business days after this Warrant is exerciseda “Buy-In”), then the Company shall promptly honor its obligation to deliver to the Holder such Warrant Shares and pay in cash to the holder the amount by which (x) the holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Shares that the Company was required to deliver to the holder in cash connection with the exercise at issue times (B) the closing price per share on date of exercise. The holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a penalty Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (c) Notwithstanding anything to the "Penalty") equal contrary set forth herein, upon partial exercise of this Warrant in accordance with the terms hereof, the Holder shall not be required to 2% physically surrender this Warrant to the Company unless such Xxxxxx is purchasing the full amount of Warrant Shares then represented by this Warrant. The Holder and the Company shall maintain records showing the number of Warrant Shares that so purchased hereunder and the holder is entitled dates of such purchases or shall use such other method, reasonably satisfactory to multiplied the Holder and the Company, so as not to require physical surrender of this Warrant upon each such exercise. The requirement of physical surrender upon full exercise shall be satisfied by the Market Price (as hereinafter defined) Holder mailing, postage prepaid, or arranging for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder delivery by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in commercial courier this Warrant to the contrary, Company’s notice address. (d) This Warrant may also be exercised at such time by means of a “cashless exercise” in no event which the Holder shall the holder of this Warrant be entitled to exercise receive a number of Warrants (or portions thereof) in excess of certificate for the number of Warrants Warrant Shares equal to the quotient obtained by dividing (or portions thereof(A-B) upon exercise (X)) by (A), where: (A) = the last reported sale price of which the sum Common Stock on the Trading Day immediately preceding the date of such election or, if not reported, the fair market value of such Common Stock as reasonably determined by the Company’s Board of Directors; (iB) = the Exercise Price, as adjusted; and (X) = 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) Warrant Shares with respect to which the determination described herein this Warrant 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyexercised.

Exercise of Warrant. Subject to the provisions hereof, To exercise this Warrant may be exercised by the holder hereof, warrant ("Warrant") in whole or in part, by the surrender of this WarrantHolder shall deliver to the Corporation at its aforementioned office a written notice, together with a completed exercise agreement in substantially the form of the subscription notice attached as an exhibit hereto (the "Exercise AgreementSubscription Notice"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency ) of the Company as it may designate by notice Holder's election to exercise this Warrant in whole or in part, which Subscription Notice shall specify the holder hereof), and upon (i) payment number of Shares to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933be received. The Corporation shall, as amended (the "Securities Act")soon as practicable and in any event within 14 days thereafter, delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed execute and deliver or cause to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, delivered certificates representing the aggregate number of shares Shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedSubscription Notice. The share certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered issued in the name of such holder the Holder or such other name or names as shall be designated in the Subscription Notice. Such certificates shall be deemed to have been issued and the Holder, or other person designated, shall be deemed for all purposes to have become the shareholder of record of the Shares as of the date of receipt by such holderthe Corporation of the Subscription Notice. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company Corporation shall, at its expense, at the time of delivery of such the certificates, deliver to the holder Holder a new Warrant representing Certificate evidencing the number of shares with respect right to which receive the remaining Shares purchasable under this Warrant shall not then have been exercised. In addition to Certificate, which new Warrant Certificate shall, in all other available remedies at law or in equityrespects, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after be identical with this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyCertificate.

Exercise of Warrant. Subject to (a) The purchase rights for the provisions hereof, Shares represented by this Warrant may be exercised are exercisable by the holder Holder, subject to Section 1 hereof, in whole or in part, such number of Shares and the Exercise Price being subject to adjustment as provided in Section 10 below, at any time, or from time to time, during the applicable Exercise Period, by the surrender of this WarrantWarrant and the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, together with a completed exercise agreement in at the form attached hereto (the "Exercise Agreement"), to office of the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice in writing to the holder hereofHolder at the address of the Holder appearing on the books of the Company), and upon (i) payment to the Company in cash, by certified or official bank cashier’s check or by wire transfer for the account in immediately available funds of the Company purchase price of the Exercise Price for the Shares to be purchased. (b) Any Installment of this Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued have been exercised immediately prior to the holder hereof or close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Shares issuable upon such holder's designee, exercise shall be treated for all purposes as the holder of record owner of such shares, Shares as of the close of business on the such date. As promptly as practicable on or after such date on which this Warrant shall have been surrenderedand in any event within ten (10) business days thereafter, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shallCompany, at its expense, at the time of delivery of such certificates, shall issue and deliver to the holder person or persons entitled to receive the same a certificate or certificates for the number of Shares issuable upon such exercise. In the event that any Installment of this Warrant is exercised in part, the Company, at its expense, will execute and deliver a new Warrant representing of like tenor exercisable for the maximum number of shares with respect to Shares for which this Warrant shall not may then have been be exercised. In addition All other terms and conditions of such amended Warrant shall be identical to all other available remedies at law those contained herein. (c) Upon the first exercise of this Warrant in whole or in equitypart, if as provided in Section 1, the Holder shall execute and become a party to (i) the Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement dated September 5, 2007, as amended (the “Right of First Refusal and Co-Sale Agreement”) among the Company, the Investors (as defined therein) and the Founders (as defined therein), and (ii) the Amended and Restated Investors’ Rights Agreement Dated September 5, 2007 (the “Investors’ Rights Agreement”), as amended, between the Company fails to deliver certificates for and the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price Investors (as hereinafter defineddefined therein). (d) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in no event shall lieu of exercising this Warrant for cash, the holder Holder may elect to receive shares equal to the value (as determined below) of this Warrant be entitled (or the portion thereof being canceled) by the surrender of this Warrant at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to exercise the Holder at the address of the Holder appearing on the books of the Company) together with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder and notice of such election in which event the Company shall issue to the Holder a number of Warrants shares of Common Stock computed using the following formula: X = Y (or portions thereofA-B) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) A Where X = the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may to be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous issued to the limitation contained herein) and (ii) Holder Y = the number of shares of Common Stock issuable upon exercise purchasable under the Warrant or, if only a portion of the Warrants (or portions thereof) with respect to which the determination described herein Warrant is being madeexercised, would result in beneficial ownership by the holder and its affiliates of more than 4.9% portion of the outstanding shares Warrant being canceled (at the date of such calculation) A = the fair market value of one share of Common Stock. Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the immediately preceding sentenceabove calculation, beneficial ownership the fair market value of one share of Common Stock shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause follows: (i) in the event that the Common Stock is listed or admitted to trading on the NASDAQ Global Select Market or any other national securities exchange, the average of the preceding sentence. The holder of this Warrant may waive last reported sales price on such exchange for the limitations set forth herein by sixty-one ten (6110) consecutive trading days written notice prior to the Company. Notwithstanding anything date of determination of such fair market value; (ii) in the event such security is no longer listed or admitted to the contrary contained hereintrading on any national securities exchange or traded on any national market system, the limitation average of the reported closing bid and ask prices in the over-the-counter market on exercise such date as shown by the NASD automated quotation system, or if such securities are not then quoted on such system, as published by the National Quotation Bureau, Incorporated or any similar successor organization, and in either case as reported by any member firm of this Warrant set forth herein may not be amended without any national securities exchange selected by the Company; or (iii) in the event clauses (i) the written consent of the holder hereof and the Company and or (ii) are not applicable, the approval of a majority of shareholders of fair market value as determined by the Company’s Board of Directors in good faith.

Exercise of Warrant. Subject to the provisions hereof, this This Warrant may be exercised by the holder hereof, in whole or in partpart (but not as to a fractional share of Class A Common Stock), by the completion of the subscription form attached hereto and by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto Warrant (the "Exercise Agreement"), to the Company during normal business hours on any business day properly endorsed) at the Company's principal executive offices (or such other office or agency of the Company in Rutland, Vermont (or at such other agency or office of the Company in the United States as it may designate by notice in writing to the holder hereofhereof at the address of the holder hereof appearing on the books of the Company), and upon (i) by payment to the Company of the Warrant Price, in cash, cash or by certified or official bank check check, for each share being purchased. In the event of any exercise of the rights represented by this Warrant, a certificate or by wire transfer certificates for the account shares of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares Class A Common Stock so purchased, representing the aggregate number of shares specified registered in the Exercise Agreementname of the holder hereof, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) five business days, after the rights represented by this Warrant shall have been so exercised. The certificates 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. If this Warrant shall have been exercised only in part, then; and, unless this Warrant has expiredexpired or been exercised in full, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercisedexercised shall also be issued to the holder hereof within such time. In addition With respect to any such exercise, the holder hereof shall for all other available remedies at law purposes be deemed to have become the holder of record of the number of shares of Class A Common Stock evidenced by such certificate or in equitycertificates from the date on which this Warrant was surrendered and payment of the Warrant Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company fails are closed, such person shall be deemed to deliver certificates have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant. If any fractional interest in a share of Class A Common Stock would, except for the Warrant Shares within three (3) business days after provisions of this Warrant is exercisedSection 1, then be delivered upon any such exercise, the Company Company, in lieu of delivering the fractional share thereof, shall pay to the holder hereof an amount in cash a penalty (the "Penalty") equal to 2% the current market price of the number of Warrant Shares that the holder is entitled to multiplied such fractional interest as determined in good faith by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day Board of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders Directors of the Company.

Exercise of Warrant. Subject to Except as provided in Sections 3 and 4 herein, exercise of the provisions hereof, purchase rights represented by this Warrant may be exercised by made at any time or times on or after the holder hereofExercise Date, as to not less than (i) 1,000 Warrant Shares at a time, or, (ii) if this Warrant evidences rights of a Holder to purchase less than 2,000 unpurchased shares of Common Stock, all such unpurchased shares, and in whole or in part, either case before the close of business on the Termination Date by the surrender of this WarrantWarrant and the Notice of Exercise Form annexed hereto duly executed, together with a completed exercise agreement in at the form attached hereto (the "Exercise Agreement"), to office of the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof), hereof at the address of such holder appearing on the books of the Company) and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price of the shares thereby purchased by wire transfer or cashier's check drawn on a United States bank, the holder shall be entitled to receive a certificate for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale number of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act shares of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) Common Stock so purchased. Certificates for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so shares purchased hereunder shall be deemed to be issued delivered to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on within ten (10) Trading Days after the date on which this Warrant shall have been surrendered, the completed Exercise Agreement exercised as aforesaid. This Warrant shall be deemed to have been deliveredexercised and such certificate or certificates shall be deemed to have been issued, and payment the Holder or any other person so designated to be named therein shall be deemed to have been made for become a holder of record of such shares for all purposes, as set forth above. Certificates for of the date on which this Warrant Shares so purchased, representing is surrendered (together with the aggregate number Notice of shares specified in Exercise) and payment of the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holderPrice is made. 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 such certificatesthe certificate or certificates representing Warrant Shares, deliver to the holder Holder a new Warrant representing evidencing the number rights of shares with respect Holder to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if purchase the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by the holder and its affiliates (this Warrant, which new Warrant shall in all other than shares of Common Stock which may respects be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) identical with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in partpart at any time and from time to time on and after the Exercise Date and ending on the Expiration Date, by upon surrender of the surrender original of this Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto (the "“Exercise Agreement"”) (which may be by fax), to the Company during normal business hours on any business day at the Company's ’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Warrant Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's ’s designee, as the record owner of such shares, as of the close of business on the date on which the completed Exercise Agreement and original of this Warrant shall have been surrendered, delivered to the completed Company (or such later date as may be specified in the Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth aboveAgreement). Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three two (32) business daysBusiness Days, after this Warrant shall have been so exercised. The certificates 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. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shallshall (subject to Section 3(b) below), at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if lieu of delivering physical certificates representing the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of this Warrant, provided the Warrants Company's transfer agent is participating in the Depository Trust Company (or portions thereof“DTC”) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder Fast Automated Securities Transfer (“FAST”) program and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall such certificates can be determined issued without restrictive legends in accordance with Section 13(d) applicable securities laws, upon request of the Securities Exchange Act of 1934Warrantholder, as amendedthe Company shall use commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon exercise to the Warrantholder (or its designee), and Regulation 13D-G thereunder, except as otherwise provided in clause (i) by crediting the account of the preceding sentence. The holder of this Warrant may waive Warrantholder’s (or such designee’s) prime broker with DTC through its Deposit Withdrawal Agent Commission system (provided that the limitations set forth same time periods herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyas for stock certificates shall apply).

Exercise of Warrant. Subject to the provisions hereof, The rights represented by this Warrant may be exercised by the holder hereof, in whole at any time or in partfrom time to time during the Exercise Period, on any day that is not a Saturday, Sunday or public holiday under the laws of the State of Idaho (such day being hereinafter referred to as a "Business Day"), for all or part of the number of shares of Common Stock purchasable upon its exercise, by the surrender (i) delivery of this Warrant, together with a completed exercise agreement Subscription Notice (in the form attached hereto to this Warrant) of such holder's election to exercise this Warrant, specifying the number of shares of Common Stock to be purchased, (ii) payment of the "Exercise Agreement"), Purchase Price for such shares by certified check or bank draft payable to the order of the Company during normal business hours on any business day and (iii) surrender of this Warrant (properly endorsed if required) at the Company's principal executive offices (office or such other office or agency of the Company as it the Company may designate by notice in writing to the holder hereof). In the event of any exercise of the rights represented by this Warrant, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer certificates for the account shares of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares Common Stock so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof as soon as reasonably practicable, but in any event within a reasonable time, not exceeding three (3) business twenty-one days, after the rights represented by this Warrant shall have been so exercised. The certificates 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. 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 such certificates, deliver to the holder a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company exercised shall pay also be issued to the holder hereof within such time. Each person in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) whose name any such certificate for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by is issued shall for all purposes be deemed to have become the holder and its affiliates (other than shares of record of the Common Stock represented hereby on the date on which may be deemed beneficially owned through the ownership this Warrant was surrendered and payment of the unexercised Warrants and the unexercised or unconverted portion of any other securities Purchase Price was made, irrespective of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion date of issue or exercise analogous to the limitation contained herein) and (ii) the number delivery of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch certificate.

Exercise of Warrant. Subject to the provisions hereof, this (a) This Warrant may be exercised exercised, at any time and from time to time but not earlier than the Commencement Date or later than the Expiration Date, by the holder hereofhereof or its permitted assigns (hereinafter referred to as the "Warrantholder"), in whole or in partpart (but not as to a fractional share of Common Stock), by the completion of the subscription form attached hereto and by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto Warrant (the "Exercise Agreement"), to the Company during normal business hours on any business day properly endorsed) at the Company's principal executive offices at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000 (or at such other office or agency of location in the Company United States as it may designate by notice in writing to the holder hereofWarrantholder at the address of the Warrantholder appearing on the books of the Company), and upon (i) by payment to the Company of the Warrant Price, in cash, cash or by certified or official bank check check, for each share being purchased. In the event of any exercise of the rights represented by this Warrant, a certificate or by wire transfer certificates for the account total number of the Company whole shares of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares Common Stock so purchased, representing the aggregate number of shares specified registered in the Exercise Agreementname of the Warrantholder, shall be delivered to the holder hereof Warrantholder within a reasonable time, not exceeding three (3) five business days, after the rights represented by this Warrant shall have been so exercised. The certificates 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. If this Warrant shall have been exercised only in part, then; and, unless this Warrant has expiredexpired or otherwise been fully exercised, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares (except a remaining fractional share) with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company exercised shall pay also be issued to the holder in cash a penalty (Warrantholder within such time. With respect to any such exercise, the "Penalty") equal Warrantholder shall for all purposes be deemed to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall have become the holder of this Warrant be entitled to exercise a number record of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned evidenced by such certificate or certificates from the date on which this Warrant was surrendered and payment of the Warrant Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends or distributions on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current market price of such fractional interest as determined in good faith by the holder and its affiliates Board of Directors of the Company. (other than b) In lieu of exercising this Warrant for cash as described in Section 1(a), the Warrantholder shall have the right to exercise this Warrant or any portion thereof (the "Net Issuance Right") into shares of Common Stock which may be deemed beneficially owned through as provided in this Section 1(b) at any time or from time to time during the ownership period specified in Section 1(a) by the surrender of this Warrant (properly endorsed) to the Company as provided in Section 1(a) with a completed subscription form attached hereto marked to reflect net issuance exercise. Upon exercise of the unexercised Warrants Net Issuance Right with respect to a particular number of shares subject to this Warrant and noted on the unexercised or unconverted portion subscription form attached hereto (the "Net Issuance Warrant Shares"), the Company shall deliver to the Warrantholder (without payment by the Warrantholder of any Warrant Price or any cash or other securities consideration) that number of shares of fully paid and nonassessable Common Stock equal to the quotient obtained by dividing (X) the value of this Warrant (or the specified portion hereof) on the Net Issuance Exercise Date, which value shall be determined by subtracting (A) the aggregate Warrant Price of the Company Net Issuance Warrant Shares immediately prior to the exercise of the Net Issuance Right from (including B) the Debentures aggregate fair market value of the Net Issuance Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the date the Net Issuance Right is exercised as provided herein by (Y) the fair market value of one share of Common Stock on the date the Net Issuance Right is exercised as provided herein. For purposes of this Section 1(b), fair market value shall mean the Market Price (as defined in the Securities Purchase AgreementSection 3(a)(5)) subject to a limitation of the Common Stock on conversion or exercise analogous to the limitation contained date the Net Issuance Right is exercised as provided herein. (c) In lieu of the payment methods set forth in Sections 1.1(a) and (iib) the number of shares of Common Stock issuable upon exercise above, when permitted by law and applicable regulations (including rules of the Warrants National Association of Securities Dealers Automated Quotation System (or portions thereof"NASDAQ") with respect to which and the determination described herein National Association of Securities Dealers (the "NASD")), the Holder may pay the Warrant Price through a "same day sale" commitment from the Warrantholder (and if applicable a broker-dealer that is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% a member of the outstanding shares of Common Stock. For purposes NASD (an "NASD Dealer")), whereby the Warrantholder irrevocably elects to exercise this Warrant and to sell a portion of the immediately preceding sentenceshares so purchased to pay the Warrant Price and the Holder (or, beneficial ownership shall be determined if applicable, the NASD Dealer) commits upon sale (or, in accordance with Section 13(dthe case of the NASD Dealer, upon receipt) of such shares to forward the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice Price directly to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Exercise of Warrant. Subject a. The Company covenants that it will at all times maintain an available and adequate reserve of duly authorized but unissued share of its Common Stock, free from preemptive rights, sufficient to effect the full exercise of this Warrant as herein provided, and that it will at all times maintain in full force and effect an appropriate permit of the Delaware Commissioner of Corporations authorizing the issuance and sale by the Company of all shares of Common Stock issuable upon exercise of this Warrant by the holder. The Company covenants that all shares of Common Stock issuable upon the exercise of this Warrant will, upon issuance, be validly issued, fully paid and non-assessable, and free from all taxes, liens and charges with respect to the issue thereof. The holder hereof may surrender this Warrant for exchange at the principal office of the Company. Within a reasonable time thereafter and without expense (other than transfer taxes, if any) to each holder, the Company shall issue in exchange therefor, in such denominations (of not less than 100 shares) and issued in such name or names as the holder shall designate (if permitted by the Federal Securities laws and the relevant Blue Sky law(s), as amended from time to time), a new certificate or certificates dated the date hereof evidencing the right to purchase the same aggregate number of shares of Common Stock as are evidenced hereby, and otherwise containing the same provisions hereofand subject to the same terms and conditions of this certificate. Upon surrender of this Warrant at the office of the Company accompanied by payment of the appropriate Purchase Price of the Common Stock in cash or as otherwise allowed herein, the Company shall forthwith cause to be executed, issued and delivered to the holder of the Warrant a certificate or certificates for the proper number of shares of common stock or other securities of the Company; and the Company covenants that the issuance of this Warrant shall constitute full authority to those of its officers who are charged with the duty of issuing stock certificates to promptly execute, issue and deliver to the holder of the Warrant the necessary certificate for shares of Common Stock or other securities of the Company required by such exercise. This Warrant may be exercised in accordance with its terms prior to expiration as a whole, or from time to time in part. In the event of partial exercise of the Warrant, the Company shall, in addition to delivery of the securities thereby purchased, deliver to the holder of the Warrant, a new Warrant for the remaining shares then subject to the unexercised portion of the Warrant; such new Warrant being dated the date hereof and otherwise containing the same provisions and subject to the same conditions and subject to the same terms and conditions as this Warrant. Certificates for shares of Common Stock or other securities of the Company issuable by reason of the exercise of Warrants shall be dated and shall be effective as of the date of the surrender of the Warrants for exercise or acceptance of the offering of shares or other securities, as the case may be, and the payment of the appropriate Purchase Price, notwithstanding any delay in the actual execution, issuance or delivery of the certificates or securities so purchased. This Warrant shall be registered on the books of the Company, which shall be kept at its principal office for that purpose, and shall be transferable only on said books by the holder hereof in person or by duly authorized attorney upon surrender of this Warrant properly endorsed. b. This Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of surrendering this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day Warrant at the principal office of the Company's principal executive offices (, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Company as it may designate by notice to the holder hereof)United States, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Purchase Price for the Warrant Shares specified payable in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the purchased upon such exercise. c. The holder is entitled hereof may, at its option, elect to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day some or all of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder Purchase Price payable upon an exercise of this Warrant be entitled to exercise by canceling a portion of this Warrant exercisable for such number of Warrants Warrant Shares as is determined by dividing (or portions thereofi) the total Purchase Price payable in excess respect of the number of Warrants (or portions thereof) Warrant Shares being purchased upon such exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number excess of shares the Fair Market Value per share of Common Stock issuable upon exercise as of the Warrants effective date of exercise (the "Exercise Date") over the Purchase Price per share. The Fair Market Value per share of Common Stock shall be determined as follows: (1) If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to Clause (2)). (2) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the holder hereof, the Board of Directors (or portions a representative thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by shall promptly notify the holder and its affiliates of more than 4.9% hereof of the outstanding shares Fair Market Value per share of Common Stock. For Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) granting Common Stock options or issuing Common Stock under an employee benefit plan of the Securities Exchange Act Company), (B) the Board of 1934, as amendedDirectors shall make such a determination within 30 days of a request by the holder hereof that it do so, and Regulation 13D-G thereunder, except as otherwise provided in clause (iC) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to this Subsection 2c shall be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companydelayed until such determination is made.

Exercise of Warrant. Subject to (a) This Warrant shall be exercisable for a period beginning on the provisions hereofdate first set forth above (the “Issuance Date”) and ending [___________], this [2024][1] (the “Exercise Period”). This Warrant may be exercised by the holder hereof, in whole or in partpart during the Exercise Period by presentation and surrender hereof to the Company at its principal office, with the Purchase Form annexed hereto (the “Purchase Form”) duly executed and accompanied by proper payment in cash or check in an amount equal to the surrender aggregate Exercise Price of this Warrant, together with a completed exercise agreement as specified in the form attached hereto such form. (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate b) Upon receipt by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of this Warrant and the Purchase Form, together with the aggregate Exercise Price Price, at such office, in proper form for exercise, the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased Holder shall be deemed to be issued to the holder hereof or such holder's designee, as the of record owner of such shares, as of the close Common Stock specified in the Purchase Form (the “Warrant Shares”), notwithstanding that the transfer books of business on the date on which this Warrant Company shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for then be closed or that certificates (if any) representing the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall not then be actually delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedHolder. The certificates 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. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder any and all documentary, stamp, or similar issue taxes payable in cash a penalty (the "Penalty") equal to 2% respect of the number issuance of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty Company shall not, however, be paid required to pay any tax that may be payable in respect of any transfer involved in the holder by issuance or delivery of certificates (if any) representing Warrants or the fifth day Warrant Shares in a name other than that of the month following Holder at the month in which it has accruedtime of surrender for exercise, and, until the payment of such tax, shall not be required to issue such Warrant Shares. Notwithstanding anything in this Warrant to In the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on partial exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and Warrant, the Company shall execute and (ii) deliver a warrant to Holder for the approval remaining unexercised portion of a majority of shareholders of the Companythis Warrant.

Exercise of Warrant. (a) Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the part at any time upon surrender of this the Warrant, together with a completed delivery of the duly executed Warrant exercise agreement in the form attached hereto as Appendix A (the "“Exercise Agreement")”) and payment by cash, certified check or wire transfer of funds (or by cash-less exercise as provided in Section 17) for the Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company's ’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's ’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedsurrendered (or evidence of loss, theft or destruction thereof and security or indemnity reasonably satisfactory to the Company), the Warrant Price shall have been paid, the completed Exercise Agreement shall have been delivereddelivered and, in the case of any transfer of Warrant Shares effected at the time of such exercise, an appropriately executed stock power and payment a certificate containing such reasonable and appropriate customary representations as may be reasonably requested by the Company shall have been made for such shares as set forth abovedelivered to the Company. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or or, subject to compliance with applicable law, such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or . (b) Each exercise hereof shall constitute the re-affirmation by the Warrantholder that the representations and warranties contained in equitySections 5.2, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% 5.3 and 5.4 of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares 2006 Purchase Agreement are true and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month correct in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) all material respects with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% Warrantholder as of the outstanding shares time of Common Stock. For purposes of 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 Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch exercise.

Exercise of Warrant. (a) Subject to the provisions terms and conditions hereof, this Warrant may be exercised in whole or in part, at any time during normal business hours on or after the Exercise Date and prior to 5:00 p.m., Atlanta, Georgia time, on the Expiration Date. The rights represented by this Warrant may be exercised by the holder hereofhereof then registered on the books of the Company, in whole or from time to time in partpart (except that this Warrant shall not be exercisable as to a fractional share), by (i) delivery of a written notice, in the form of the Subscription Notice attached as Exhibit A hereto, of such holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) payment to the Company of an amount equal to the Warrant Exercise Price multiplied by the number of Warrant Shares as to which the Warrant is being exercised (plus any applicable issue or transfer taxes) in cash, by wire transfer or by certified or official bank check, for the number of Warrant Shares as to which this Warrant shall have been exercised, and (iii) the surrender of this Warrant, together with a completed exercise agreement in properly endorsed, at the form attached hereto (the "Exercise Agreement"), to principal office of the Company during normal business hours on any business day at the Company's principal executive offices in Atlanta, Georgia (or at such other agency or office or agency of the Company as it the Company may designate by notice to the holder hereofHolder); provided, and upon (i) payment that if such Warrant Shares are to the Company be issued in cash, by certified or official bank check or by wire transfer for the account any name other than that of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Holder, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased such issuance shall be deemed to a transfer and the provisions of Section 14 shall be issued to applicable. In the holder hereof or such holder's designee, as the record owner event of such shares, as any exercise of the close of business on the date on which rights represented by this Warrant shall have been surrenderedWarrant, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates a certificate or certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified registered in the Exercise Agreementname of, or as directed by, the Holder, shall be delivered to to, or as directed by the holder hereof Holder within a reasonable time, not exceeding three 15 days (3if the Company's Common Stock is not then publicly traded) or five (5) business daysdays (if the Company's Common Stock is then publicly traded), after this Warrant such rights shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested . (b) Unless the rights represented 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. If this Warrant shall have expired or have been exercised only in part, then, unless this Warrant has expiredfully exercised, the Company shallshall issue, at its expense, at the time of delivery of within such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law 15 day or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) 5 business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934period, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.applicable,

Exercise of Warrant. Subject to the provisions hereof, A. The holder of this Warrant may be exercised by may, at any time after the holder hereofCommencement Date and not later than 5:00 P.M. Los Angeles Time, on the Expiration Date, exercise this Warrant in whole or in part, by part (but not as to a fractional share of Common Stock) at any time for the surrender purchase of the 355,000 shares of Common Stock at the Purchase Price. In order to exercise this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), holder hereof shall deliver to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment a written notice of such holder's election to exercise this Warrant, which notice shall be in substantially the Company in cash, by certified or official bank check or by wire transfer for the account form of the Company Purchase Form appearing at the end of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or Certificate attached to this Warrant as Exhibit A, and (ii) if the resale shall make payment of the Warrant Shares aggregate purchase price of the shares of Common Stock being purchased, such payment to be made by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of certified check or checks payable to the Company in an election amount equal to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreementsuch Purchase Price. The Warrant Shares so purchased shall be deemed Company shall, as promptly as practicable, and in any event within 30 days thereafter, execute and deliver or cause to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been executed and delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchasedin accordance with said notice, a certificate or certificates representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered of Common Stock as relate to the holder hereof within a reasonable time, not exceeding three (3) business days, after Warrant Stock so purchased upon the exercise of this Warrant shall have been so exercisedWarrant. The stock certificate or certificates 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 in such other name as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued and such holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such shares as of the date said notice is received by such holderthe Company as aforesaid. If The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section. All shares of Common Stock issued upon the exercise of this Warrant shall have been exercised only in partbe validly issued, then, unless fully paid and nonassessable. B. The Company shall not be required upon any exercise of this Warrant has expiredto issue a certificate representing any fraction of a share of Common Stock, the Company shallbut, at its expensein lieu thereof, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled cash in an amount equal to exercise a number fraction corresponding to the fraction of Warrants a share involved (or portions thereofcalculated to the nearest 1/100 of a share) in excess of the number current market price of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares one share of Common Stock beneficially owned as of the date of receipt by the holder and its affiliates (other than shares Company of Common Stock which may be deemed beneficially owned through the ownership notice of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Exercise of Warrant. Subject to (a) Except as provided in Section 3 herein, exercise of the provisions hereof, purchase rights represented by this Warrant may be exercised made at any time or times on or after the Initial Exercise Date and on or prior to the close of business on the Termination Date by the holder hereof, in whole or in part, by the surrender of (i) surrendering this Warrant, together with a completed exercise agreement in the form Notice of Exercise Form attached hereto (the "Exercise Agreement")completed and duly executed, to the offices of the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the holder hereofregistered Holder at the address of such Holder appearing on the books of the Company), and upon (iii) payment (A) delivering to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company payment of the Exercise Price for of the Warrant Shares specified in the Exercise Agreement shares thereby purchased by wire transfer of immediately available funds or cashier’s check drawn on a United States bank, or (iiB) if the resale provisions of Section 2(c) are applicable, by notifying the Company that this Warrant Shares by the holder is not then registered being exercised pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" Exercise (as defined in Section 11(c2(c) below) ). The Holder exercising his, her or its purchase rights in accordance with the preceding sentence shall be entitled to receive a certificate for the Warrant Shares specified in the Exercise Agreement. The number of Warrant Shares so purchased, which certificate will bear a legend substantially similar to the legend set forth on this Warrant. Certificates for shares purchased hereunder shall be deemed to be issued and delivered to the holder hereof or such holder's designee, Holder within five (5) Trading Days (as the record owner of such shares, as of the close of business on defined below) after the date on which this Warrant shall have been surrendered, the completed Exercise Agreement exercised as aforesaid. This Warrant shall be deemed to have been deliveredexercised and such certificate or certificates shall be deemed to have been issued, and the Holder shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such shares for all purposes, in each case (i) if the exercise is not a Cashless Exercise, as of the date the Warrant has been exercised by payment shall have been made to the Company of the Exercise Price for such shares and all taxes required to be paid by the Holder, if any, pursuant to Section 4 prior to the issuance of such shares, have been paid, or (ii) if the exercise is a Cashless Exercise, as set forth above. Certificates for of the date the Warrant Shares so purchasedhas been exercised with respect to such shares, representing the aggregate Company has been notified that the Warrant is being exercised pursuant to a Cashless Exercise, and all taxes required to be paid by the Holder, if any, pursuant to Section 4 prior to the issuance of such shares, have been paid. (b) In the event that the Warrant is not exercised in full, the number of shares specified in the Exercise Agreement, Warrant Shares shall be delivered to reduced by the holder hereof within a reasonable time, not exceeding three (3) business days, after number of such Warrant Shares for which this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be is exercised and/or surrendered, and the Company, if requested by the holder hereof Holder and at his, her or its expense, shall be registered within ten (10) Trading Days issue and deliver to the Holder a new Warrant of like tenor in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, reflecting such holder adjusted Warrant Shares. (c) Notwithstanding anything herein to the contrary, if a registration statement covering the resale of the Warrant Shares that are the subject of a completed and executed Notice of Exercise Form is not available for the resale of any or such other name as shall be designated by such holder. If all Warrant Shares (the “Unavailable Warrant Shares”), the Holder may, in his, her or its sole discretion, exercise this Warrant shall have been exercised only in partwhole or in part and, then, unless this Warrant has expired, in lieu of making the cash payment otherwise contemplated to be made to the Company shallupon such exercise in payment of the aggregate Exercise Price, at its expense, at elect instead to receive upon such exercise the time “Net Number” of delivery shares of such certificates, deliver Common Stock determined according to the holder following formula (a new Warrant representing “Cashless Exercise”): Net Number = (A x B) - (A x C) For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant shall not is then have been being exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant may be exercised by the holder hereof, in whole or in part, by at any time and from time to time after the surrender issuance hereof, upon delivery of this Warrant, together with a completed the duly executed Warrant exercise agreement in the form attached hereto (the "Exercise Agreement"), ) to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Warrant Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant (or evidence of loss, theft or destruction thereof) shall have been surrendered, surrendered (subject to book entry transfer) and the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing ADRs for the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three exercised (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations book entry transfer set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companybelow).

Exercise of Warrant. Subject to the provisions hereof, this This Warrant may be exercised by the holder hereof, in whole or in part, part at any time by the surrender of this Warrant, together Warrant (with a completed exercise agreement in the subscription form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's end hereof duly completed and executed) at the principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the aggregate Exercise Price for the Warrant Shares specified in shares being purchased. Any such payment shall be by check payable to the Exercise Agreement or (ii) if the resale order of the Company. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant Shares by is to be made in connection with a public offering or sale of the holder is Company, the exercise of any portion of this Warrant may, at the election of the Holder, be conditioned upon the consummation of the public offering or sale of the Company, in which case such exercise shall not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to effective concurrently with the holder hereof or such holder's designee, as the record owner consummation of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holdertransaction. If this Warrant shall have been is exercised only in part, then, unless this Warrant has expired, respect of less than all of the Company shall, at its expense, shares of Common Stock at the time of delivery of such certificatespurchasable hereunder, deliver the Holder shall be entitled to the holder receive a new Warrant representing of like tenor to this Warrant covering the number of shares with in respect to of which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) 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 Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not shall be amended without (i) deemed to have been issued to the written consent Holder at the time of such exercise, and the Holder shall be deemed for all purposes to have become the record holder of the holder hereof and Common Stock at such time. Certificates for shares of the Common Stock purchased upon exercise or partial exercise of this Warrant shall be delivered by the Company to Holder within five business days after the date of exercise. This Warrant and all rights and options hereunder shall expire on the Expiration Date (ii) as the approval of a majority of shareholders of same may be modified as provided herein), and shall be wholly null and void to the Companyextent this Warrant is not exercised before it expires.

Exercise of Warrant. Subject 1.1 This Warrant is exercisable at a per share price of $0.05 (the “Exercise Price”), subject to the provisions adjustment as provided in Section l hereof, payable in cash or by certified or official bank check in New York Clearing House funds. Upon surrender of this warrant certificate with the annexed Subscription Form duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased at the Company’s principal executive offices the registered Holder of the Warrant shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased (the “Warrant Shares”). The purchase rights represented by this Warrant may be exercised by are exercisable at the holder option of the Holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto part (the "Exercise Agreement"), but not as to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency fractional shares of the Company as it may designate by notice to the holder hereof), and upon (iCommon Stock) payment to the Company during any period in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares may be exercised as set forth above. Certificates for In the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. 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 such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% case of the number purchase of Warrant Shares that less than all the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by purchasable under this Warrant, the holder Company shall cancel this Warrant upon the surrender thereof and, upon the written request of the Holder, the Company shall execute and its affiliates (other than deliver a new Warrant of like tenor for the balance of the shares of Common Stock which may be deemed beneficially owned through the ownership purchasable hereunder. 1.2 The issuance of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of certificates for shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein shall be made without charge to the Holder hereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall be issued in the name of, or in such names as may be directed by, the Holder hereof; provided, however, that the Company shall not be amended without (i) required to pay any tax which may be payable in respect of any transfer involved in the written consent issuance and delivery of such certificate in a name other than that of the holder hereof Holder and the Company and (ii) shall not be required to issue or deliver such certificates unless or until the approval person or persons requesting the issuance thereof shall have paid to the Company the amount of a majority of shareholders such tax or shall have established to the satisfaction of the CompanyCompany that such tax has been paid.