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 (a) Exercise of the provisions hereof, purchase rights represented by this Warrant may be exercised made at any time or times on or before the Termination Date 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"), delivery to the Company during normal business hours on any business day at the Company's principal executive offices of a duly executed Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the holder hereof)registered Holder at the address of such Holder appearing on the books of the Company) and surrender of this Warrant, and upon (i) together with payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank in immediately available funds. Certificates for shares purchased hereunder shall be delivered to the Holder within 5 Trading Days from the delivery to the Company in cashof the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the later of the date the Notice of Exercise is delivered to the Company and the date the Exercise Price is received by certified the Company. The Warrant Shares shall be deemed to have been issued, and Holder or official bank check 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 wire transfer for the account of payment to the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares and all taxes required to be paid by the holder is not then registered Holder, if any, pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery Section 5 prior 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 issuance 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 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 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 to the Holder a certificate or certificates for representing the Warrant Shares within three pursuant to this Section 3(a) by the end of business (3New York, New York time) business days after this on the fifth Trading Day following the Warrant is exercisedShare Delivery Date, then the Company Holder will have the right to rescind such exercise. Nothing herein shall pay limit a 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 holder in cash a penalty (the "Penalty") equal Company’s failure 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 timely 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 representing 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, Warrant 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 required pursuant 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 Companyterms 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, before the holder hereofclose of business on the Termination Date, or such earlier date on which this Warrant may terminate as provided 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 of the Exercise Price of the shares thereby purchased by cash, check or bank draft payable to the Company in cash, by certified or official bank check or by wire transfer or cashier's check drawn on a United States bank; whereupon the holder of this Warrant shall be entitled to receive a certificate for the account number of the Company shares of the Exercise Price Common Stock so purchased. Certificates 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 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, exercised as aforesaid. Payment of the completed Exercise Agreement Price of the shares may be by certified check or cashier's check or by wire transfer to an account designated by the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares. 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 Warrant purchase 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 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 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 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 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 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 hereinforegoing, 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 term “Market Price” of a majority share of shareholders of the Company.Common Stock shall mean:

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 (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 with respect 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 shall not then have been exercisedand the same returned to the Holder. 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 The Company shall pay to all expenses, taxes (except United Kingdom stamp tax duties) and other charges payable in connection with the holder preparation, issue and delivery of such certificates and new Warrants, except that in cash case such stock certificates or new Warrants shall be registered in a penalty (name or names other than the "Penalty") equal to 2% name of the number Holder, funds sufficient to pay all stock transfer taxes that are payable upon the 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 such stock 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 or new Warrants shall be paid to the holder by the fifth day Holder at the time of delivering the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder notice 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 Companymentioned above.

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. 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 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 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 Issuance Date hereof and before the close of business on the Termination Date hereof, in whole . Exercise of this Warrant or in part, any part hereof shall be effected 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 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 business on within three (3) 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 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 rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. This Warrant may also be exercised by means of a "cashless exercise" in which the holder shall be entitled to receive a certificate for 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 equal to the holder in cash a penalty quotient obtained by dividing [(the "Penalty"A-B) equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied (X)] by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleA), 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.where:

Exercise of Warrant. Subject to 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, in whole and before the close of business on the Termination Date. Exercise of this Warrant or in part, any part hereof shall be effected 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 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 business on within three (3) 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 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 rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. This Warrant may also be exercised by means of a "cashless exercise" in which the holder shall be entitled to receive a certificate for 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 equal to the holder in cash a penalty quotient obtained by dividing [(the "Penalty"A-B) equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied (X)] by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleA), 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.where:

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 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, in whole or in part, and 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 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 business on within three (3) 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 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 rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. If no registration statement is effective permitting the resale of the shares of Common Stock issued upon exercise of this Warrant at any time commencing one year after the issuance date hereof, then this Warrant shall also be exercisable by means of a "cashless exercise" in which the holder shall be entitled to receive a certificate for 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 equal to the holder in cash a penalty quotient obtained by dividing [(the "Penalty"A-B) equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied (X)] by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleA), 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.where:

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 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 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 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 to 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 hereof, in whole or in part, Exercise Date and 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), and upon (i) payment to hereof 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 (A) upon payment of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the shares thereby purchased by wire transfer, check, certified check or cashiers check payable to SmartVideo Technologies, Inc. and/or (B) 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(c) below) 4), the holder shall be entitled to receive a certificate for the Warrant Shares specified in the Exercise Agreementnumber of shares of Common Stock so purchased. The Warrant Shares so Certificates for 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 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 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 Holder faxes a Notice of Exercise to the Company, provided that such fax notice is followed by delivery of the original notice and payment shall to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 6 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 paid 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 days of such holder or such other name as shall be designated by such holderfax notice. 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 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 (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 expired, been exercised by payment to the Company shallof 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, at its expenseif any, at pursuant to Section 5 prior to the time of delivery issuance of such certificatesshares, 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 equitypaid, 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 notwithstanding 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 (stockholder books 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 records of the Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion may be closed or exercise analogous to the limitation contained herein) and (ii) the number of certificates representing such 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 Companyactually delivered on such date.

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 (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 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 has been exercised only in part, then, unless this Warrant has expiredwith respect to such shares, the Company shallhas been notified that the Warrant is being exercised pursuant to a Cashless Exercise, at its expenseand all taxes required to be paid by the Holder, at if any, pursuant to Section 4 prior to the time of delivery issuance of such certificatesshares, 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, 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 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 hereof, in whole Initial Exercise Date and on or in part, before the close of business on the Termination Date. Exercise of this Warrant or any part hereof shall be effected 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 (which notice may be delivered pursuant to the "Exercise notice provision of the Purchase Agreement"), 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 hereof), registered Holder at the address of such Holder appearing on the books of the Company) and upon payment 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 number of Warrant Shares so purchased. Certificates for shares purchased hereunder shall be delivered to the Holder within five (i5) payment Trading Days after the date on which the Notice of Exercise Form has been deemed delivered to the Company in cashprovided that all of the conditions of exercise of this warrant have been met by such date. This Warrant shall be deemed to have been exercised and 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 to have become a Holder of record of such shares for all purposes, as of the date the Warrant has been exercised by certified or official bank check or by wire transfer for the account of payment to the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares and all taxes required to be paid by the holder is not then registered Holder, if any, pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery Section 5 prior 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 issuance 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 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 shares with respect Holder to purchase the unpurchased Warrant Shares 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 respects be identical with this Warrant. This Warrant may also be exercised by means of a "cashless exercise" in equity, if which the Company fails Holder shall be entitled to deliver certificates receive a certificate 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 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 quotient obtained by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrarydividing [(A-B) (X)] by (A), 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.where:

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 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"”), 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 and original of this Warrant, together with the applicable Warrant Price for the Warrant Shares, 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 dayspromptly, 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, Holder by the 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 Company, with the Notice of Exercise annexed hereto duly completed and executed on any business day behalf of the Holder, at the Company's principal executive offices office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the holder hereof), and upon Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and: (ix) the delivery of payment to the Company in cashCompany, by certified or official bank check or by wire transfer for the account of the Company Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier's check, of the Exercise Price for the number of Warrant Shares specified in the Exercise Agreement Form in lawful money of the United States of America or (iiy) if the resale of the pursuant to a net issuance election in accordance with Section 3(b) hereof. The Company agrees that such 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, Holder as the record owner holder of such shares, Warrant 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 as aforesaid. A stock certificate or certificates for the aggregate number of shares Warrant Shares specified in the Exercise Agreement, Form shall be delivered to the holder hereof Holder as promptly as practicable, and in any event 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 holderthereafter. 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 the stock certificate or certificates, deliver to the holder Holder a new Warrant representing evidencing the number rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of shares with respect to which this Warrant shall not then have been exercised. In addition for any cash dividends paid or payable 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 holders of record of common stock prior to the date as of which the Holder shall be deemed to be the record holder in cash a penalty (the "Penalty") equal to 2% of such Warrant Shares. However, 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 adjusted to the holder by the fifth day reflect any stock dividend, stock split or other conversion 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 into a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the different 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 madeshares, 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 Companyhowever denominated.

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 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 hereof, in whole Initial Exercise Date and before the close of business on the Termination Date. Exercise of this Warrant or in part, any part hereof shall be effected 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 (which notice may be delivered pursuant to the "Exercise notice provision of the Purchase Agreement"), 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 registered holder hereof), hereof at the address of such holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier's check drawn on a United States bank, the Holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be delivered to the Holder hereof within three (i3) payment Trading Days after the date on which the Notice of Exercise Form has been deemed delivered to the Company in cashprovided that all of the conditions of exercise of this warrant have been met by such date. This Warrant shall be deemed to have been exercised 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 certified or official bank check or by wire transfer for the account of payment to the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) and all taxes required to be paid by Holder, if the resale of the Warrant Shares by the holder is not then registered any, pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery Section 5 prior 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 issuance 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 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 rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. This Warrant may also be exercised by means of a "cashless exercise" in which the Holder shall be entitled to receive a certificate for 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 equal to the holder in cash a penalty quotient obtained by dividing [(the "Penalty"A-B) equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied (X)] by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleA), 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.where:

Exercise of Warrant. (a) 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), 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, 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, 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 (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 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 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 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 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 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 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, 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, 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 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, in whole or in part, and 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 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 business on within three (3) 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 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 rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. If there is no registration in effect permitting the resale by the Holder of the Warrant Shares at any time from and after one year from the issuance date of this Warrant, then the Holder shall have the right to a "cashless exercise" in which the Holder shall be entitled to receive a certificate for 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 equal to the holder in cash a penalty quotient obtained by dividing [(the "Penalty"A-B) equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied (X)] by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleA), 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.where:

Exercise of Warrant. Subject to the provisions hereof, this This Warrant may be exercised by the holder hereofHolder, in whole or in part from time to time, during the Exercise Period subject to the prior satisfaction of the provisions set forth herein. This Warrant may be exercised by the Holder delivering to the Company this Warrant and the duly executed subscription in the form set forth at the end hereof, with such subscription and Warrant being accompanied by the payment to the Company of an amount equal to the Warrant Price in effect at the date of such exercise multiplied by the total number of Warrant Shares to be purchased upon such exercise ("Total Warrant Price"). Payment by the Holder of the Total Warrant Price will be made by a cashier's or certified check or money order to the order of the Company. If this Warrant is exercised in part, by such exercise must be for a whole number of Warrant Shares and the Holder will be entitled to receive a new Warrant covering the number of Warrant Shares for which this Warrant has not been exercised. Upon any exercise and surrender of this Warrant, together with a completed exercise agreement in the form attached hereto Company will (the "Exercise Agreement"), a) issue and deliver to the Company during normal business hours on any business day at the Company's principal executive offices (Holder a certificate 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 the Holder for the largest whole number of Warrant Shares to which the Holder has purchased under this Warrant shall have been exercised only pursuant to the terms hereof; (b) in part, then, unless this lieu of any fractional Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesShare, deliver to the holder a new Warrant representing Holder cash in an amount equal to the number fair value of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or such fractional share (calculated in equity, if such reasonable manner as the Board of Directors of the Company fails shall determine), and (c) deliver to deliver certificates for the Warrant Shares within three (3) business days after 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 exercisedexercised in part, then the Company shall pay pursuant 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 provisions 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 CompanyWarrant.

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. 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, this This Warrant may be exercised by the holder hereof, in whole or in part, Holder by (i) the 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 Company, with the Notice of Exercise annexed hereto duly completed and executed on any business day behalf of the Holder, at the Company's principal executive offices office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the holder hereof), Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and upon (iii) the delivery of payment to the Company in cashCompany, by certified or official bank check or by wire transfer for the account of the Company Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s check, of the Exercise Price for the number of Warrant Shares specified in the Exercise Agreement or (ii) if the resale Notice of Exercise, in each case, in lawful money of the United States of America. The Company agrees that such 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, Holder as the record owner holder of such shares, Warrant 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 as aforesaid. A stock certificate or certificates for the aggregate number of shares Warrant Shares specified in the Notice of Exercise Agreement, shall be delivered to the holder hereof Holder as promptly as practicable, and in any event within a reasonable timeten Business Days, 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 holderthereafter. 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 the stock certificate or certificates, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect rights to purchase the remaining Warrant Shares, 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 respects be identical with this Warrant. No adjustments shall be made on Warrant Shares within three (3) business days after this Warrant is exercised, then issuable on 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 for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be amended without (i) deemed to be the written consent record holder of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch Warrant Shares.

Exercise of Warrant. Subject to the provisions hereof, this a) Exercise for Cash This Warrant may be exercised by the holder hereofexercised, in whole at any time or in partpart from time to time, commencing on the date hereof and prior to 5:00 P.M., New York City time, on December 12, 2006, by 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 9 hereof, together with a completed exercise agreement proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in the form attached hereto (the "Exercise Agreement")part. Payment for IMX Warrants Shares shall be made by wire, or check payable to the Company during normal business hours on any business day at order of the Company's principal executive offices (or such other office or agency . If this Warrant is exercised in part, this Warrant must be exercised for a number of whole shares of the Company as it may designate by notice to the holder hereof)Common Stock, and upon (i) payment the Holder is entitled to receive a new Warrant covering the IMX Warrants Shares which have not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such IMX Warrants Shares. Upon such surrender of this Warrant the Company in cash, by certified will (a) issue a certificate 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 the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be designated by such holder. If entitled and, if this Warrant is exercised in whole, in lieu of any fractional share of the Common Stock to which the Holder shall have been 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 determine), and (b) deliver the other securities and properties receivable upon the exercise of this Warrant, or the proportionate part thereof if this Warrant 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 pursuant 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 provisions 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 CompanyWarrant.

Exercise of Warrant. Subject to the provisions hereof, The rights represented by this Warrant may be exercised by the holder hereofHolder, in whole or in part, part (but not as to fractional shares) at any time or from time to time during the Exercise Period by the completion of the purchase 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 as it may designate by notice in writing to the holder hereof)Holder hereof at the address of the Holder 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 addition, see Section 2 below for net issuance provisions.) 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 Common Stock so purchased, representing the aggregate number of shares specified registered in the Exercise Agreementname of the Holder, or its nominee or other party designated in the purchase form by the Holder hereof, shall be delivered to the holder hereof Holder within a reasonable time, not exceeding three thirty (330) business days, days after the date on which 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 has 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 within such time. In addition The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to all other available remedies at law or in equityhave become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Warrant Price is made, 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 and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the Warrant Shares within three (3) business days after provision of this Warrant is exercisedSection 1, then be delivered upon such exercise, the Company Company, in lieu of delivery of a fractional share thereof, shall pay to the holder Holder 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 share 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 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 and (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 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 specified in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) such notice. . 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. Upon such presentation and surrender, OTEC shall issue promptly (and within one business day if reasonably requested by the Holder) to the Holder or its assignee, transferee or designee the number of the Warrants (or portions thereof) with respect 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 to the provisions hereof, The rights represented by this Warrant may be exercised by the holder hereofHolder, in whole or in part, part (but not as to fractional shares) at any time or from time to time during the Exercise Period by the completion of the purchase 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 as it may designate by notice in writing to the holder hereof)Holder hereof at the address of the Holder 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 addition, see Section 2 below for net issuance provisions.) 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 Common Stock so purchased, representing the aggregate number of shares specified registered in the Exercise Agreementname of the Holder, or its nominee or other party designated in the purchase form by the Holder hereof, shall be delivered to the holder hereof Holder within a reasonable time, not exceeding three thirty (330) business days, days after the date on which 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 has 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 within such time. In addition The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to all other available remedies at law or in equityhave become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Warrant Price is made, 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 and no payment or adjustment shal be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the Warrant Shares within three (3) business days after provision of this Warrant is exercisedSection 1, then be delivered upon such exercise, the Company Company, in lieu of delivery of a fractional share thereof, shall pay to the holder Holder 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 share 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 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 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 holder date on which this Warrant was surrendered and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership payment of the unexercised Warrants 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 unexercised or unconverted portion of any other securities stock transfer books of the Company (including are closed, such person shall be deemed to have become the Debentures (as defined in holder of such shares at the Securities Purchase Agreement)) subject to a limitation close of business 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 next succeeding date on 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 stock transfer books are open. No fractional 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 issued upon exercise of this Warrant set forth herein may not and no payment or adjustment shall be amended without (i) made upon any exercise on account of any cash dividends or distributions on the written consent Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the holder hereof and provisions of this Section 1, be delivered upon any such exercise, the Company and (ii) Company, in lieu of delivering the approval fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the current market price of a majority such fractional interest as determined in good faith by the Board of shareholders Directors of the Company.

Exercise of Warrant. Subject to the provisions hereof, this 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 Warrant and the form Notice of Exercise attached hereto (the "Exercise Agreement"), to the Company during normal business hours as Exhibit A duly completed and executed on any business day at the Company's principal executive offices (or such other office or agency behalf of the Company as it may designate by notice to the holder hereof), and upon (i) at the principal office of Celtrix together with payment in full of the Warrant Price then in effect with respect to the Company in cash, by certified or official bank check or number of Warrant Shares as to which the Warrant is being exercised. The Warrant Price shall by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement to Celtrix 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 cashiers check drawn on a United States bank made to the Company order of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Celtrix. 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 such date. As promptly as practicable on or after such date on which this Warrant and in any event within ten (10) days thereafter, Celtrix at its expense shall have been surrendered, the completed Exercise Agreement shall have been delivered, cause to be issued 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 person or persons entitled to receive the same a certificate or certificates for the number of full Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share as provided above. The Warrant Shares issuable upon exercise hereof within a reasonable timeshall, not exceeding three (3) business daysupon their issuance, after be fully paid and nonassessable. In the event that 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 is exercised only in part, then, unless this Warrant has expired, the Company shall, Celtrix at its expense, at the time of delivery of such certificates, expense will execute and deliver to the holder a new Warrant representing of like tenor exercisable for the number of shares with respect to for which this Warrant shall not may then have been be 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 During the provisions hereofExercise Period, this Warrant may be exercised by the holder hereof------------------- exercised, in whole or in partpart and from time to time, by the surrender of this Warrant, together with a completed exercise agreement in Warrant and the form attached Notice of Exercise annexed hereto (duly executed at the "Exercise Agreement"), to principal 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 to the holder hereof), designate) 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 Exercise Price of the shares thereby purchased (the aggregate of the Exercise Price for all shares to be exercised being referred to herein as the Warrant Shares specified in "Purchase Price"). Payment of the Exercise Agreement Purchase Price may be made (i) by check or bank draft payable to the order of the Company, (ii) if by wire transfer to the resale account of the Company, or (iii) by delivery of this Warrant with instructions that the Company retain as payment of the Purchase Price such number of Warrant Shares by the holder is not then registered pursuant to an effective registration statement as shall be determined under the Securities Act next sentence (a "receive that number of 1933Warrant Shares determined by multiplying the number of Warrant Shares for which the Cashless Exercise is made by a fraction, as amended (the "Securities Act")numerator of which shall be the difference between the then Current Market Price per Warrant Share and the Exercise Price, delivery and the denominator of which shall be the then Current Market Price per share of Common Stock. The remaining Warrant Shares for which the Cashless Exercise has been made shall be deemed to have been paid to the Company of a written notice of an election as the Purchase Price. Upon exercise, the Holder shall be entitled to effect a "Cashless Exercise" (receive, promptly after payment in full, one or more certificates, issued in the Holder's name or in such name or names as defined in Section 11(c) below) the Holder may direct, subject to the limitations on transfer contained herein, for the Warrant Shares specified in the Exercise Agreementnumber of shares of Common Stock so purchased. The Warrant Shares 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. (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 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 As used 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 February 19, 2004 (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, including, without limitation, the limitations contained in Section 7 hereof, this Warrant may be exercised by the holder hereof, in whole or in partpart (which such amount shall be not less than 25,000 Warrant Shares, or a whole multiple of 5,000 in excess thereof; provided that, the foregoing shall not apply if the remaining Warrant Shares issuable hereunder are less than such minimum amount), by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise AgreementEXERCISE 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, 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 fifteen (315) business days, 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 as soon as practicable after the time date of delivery of such certificatesexercise, 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, To exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this WarrantHolder shall deliver to the Company at its principal office, together with (a) a completed exercise agreement written notice, in substantially the form of the exercise notice attached hereto (the "Exercise AgreementNotice"), 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 Holder's 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 exercise this Warrant, which notice 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) specify the number of shares of Common Stock beneficially owned by to be purchased, (b) a check in the holder amount of the aggregate exercise price for the Warrant Shares being purchased, and its affiliates (other than c) this Warrant. The Company shall as promptly as practicable, and in any event within twenty (20) days after delivery to the Company of (i) the Exercise Notice, (ii) the check mentioned above, and (iii) this Warrant, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of shares of Common Stock which may be deemed beneficially owned through specified in such notice, provided the ownership of the unexercised Warrants and the unexercised specified in such notice have vested on 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 prior to the limitation contained herein) and (ii) date such notice is delivered. If the Holder elects to purchase, at any time, less than the number of shares of Common Stock issuable upon exercise then purchasable under the terms of this Warrant, the Warrants (or portions thereof) with respect Company shall issue to which the determination described herein is being made, would result in beneficial ownership by Holder a new Warrant exercisable into the holder and its affiliates number of more than 4.9% of the outstanding remaining shares of Common Stock purchasable under this Warrant. Each certificate representing Warrant Shares shall bear the legend or legends required by applicable securities laws as well as such other legend(s) the Company requires to be included on certificates for its Common Stock. For purposes The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of such stock certificates except that, in case such stock certificates shall be registered in a name or names other than the name of the immediately preceding sentenceHolder, beneficial ownership funds sufficient to pay all stock transfer taxes that are payable upon the issuance of such stock certificate or certificates shall be determined in accordance with Section 13(d) paid by the Holder at the time of delivering the Securities Exchange Act Exercise Notice. All shares of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of Common Stock issued upon 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 validly issued, fully paid, and nonassessable. This Warrant 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.exercised on

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, 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 (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 (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 CompanyPrice.

Exercise of Warrant. Subject to the provisions hereofterms and conditions set forth herein, the Holder may exercise this Warrant on or after February 18, 2011 and no later than February 17, 2014. If the underlying Shares are registered on Form S-1 or S-3, and for so long as the underlying Shares continue to be so registered, the Company, in its sole discretion, may be exercised require the Holder to exercise all or part of the Warrant if the close price is $2.00 per share for five trading days. 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 check, in whole payable to the order of the Company, of the aggregate Exercise Price for the total aggregate number of securities for which this Warrant is exercised or in parta cashless exercise at the sole decision of the Holder. 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. Subject to the provisions hereof, this This Warrant may be exercised by the holder hereofexercised, in as a whole or in part, at any time or from time to time during the Exercise Period or, if such day is not a Business Day, then on the next succeeding Business Day, by presentation and surrender hereof to the Company at the address set forth in Section 15 hereof (or at such other address as the Company may hereafter notify the Holder in writing), with the Purchase Form annexed hereto duly executed and accompanied by proper payment of the aggregate applicable Exercise Price in lawful money of the United States of America in the form of a certified or cashier's check to the order of Eltrax Systems, Inc. or by wire transfer of same day funds, for the number of Warrant Shares specified in such form. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, together with execute and deliver a completed exercise agreement in new Warrant of like form evidencing 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 rights of the Company as it may designate by notice Holder to purchase 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 balance of the Warrant Shares purchasable hereunder. 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 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 surrenderedand such Purchase Form, 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 together with the aggregate number of shares specified in the applicable 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 number of Warrant Shares specified in such Purchase Form, at such office, the Company fails shall issue and deliver to deliver the Holder, in the name of the Holder, a certificate or certificates for the Warrant Shares. For example, if Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become the holder is entitled to 100,000 of record of such Warrant Shares and as of the Market Price is $2.00date of the surrender of this Warrant, then notwithstanding that the stock transfer books of the Company shall pay then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the holder $4,000 for each day that Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the Company fails to deliver certificates for issue or delivery of the Warrant Shares. The Penalty shall Notwithstanding the foregoing, the Exercise Price may be paid by surrendering a part of the Warrant having an aggregate Spread equal to the holder by the fifth day aggregate Exercise Price of the month following portion of the month in which it has accruedWarrant being exercised. Notwithstanding anything in this Warrant With respect to the contraryWarrant, in no event shall "Spread" means the holder of this Warrant be entitled to exercise a number of Warrants Current Market Value (or portions thereofas hereinafter defined) 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 Warrant Shares 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% such portion of the outstanding shares Warrant less the Exercise Price of Common Stock. For purposes such part of the immediately preceding sentenceWarrant, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, each case as amended, and Regulation 13D-G thereunder, except adjusted 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 part at any time prior to 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 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 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 6 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. (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 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 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 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. (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 ’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 exercisedthe Company’s receipt of the applicable Exercise Agreement. 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, this This Warrant may be exercised by the holder hereofexercised, in whole at any time or in partpart from time to time, commencing on the Exercise Date set forth in Section 4 hereof (as the same may be accelerated pursuant to Section 4(c) hereof) and prior to 5:00 P.M., Eastern Standard Time, on June 5, 2010 by the Holder of this Warrant by the surrender of this WarrantWarrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 9(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), and upon (i) payment to the Company proportionate part thereof if this Warrant is exercised in part. The Aggregate Warrant Price or Per Share Warrant Price shall be paid in cash, via wire transfer to an account designated by the Company, or by certified or official bank check or by wire transfer for payable to the account order of the Company Company. If this Warrant is exercised in part, the Holder shall be entitled to receive a new Warrant covering the number of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale respect 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 has not been surrenderedexercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, 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 Company will (a) issue a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The 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 such other name as the Holder for the shares of the Class A Stock to which the Holder shall be designated by such holder. If entitled, and (b) deliver the proportionate part thereof 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 pursuant to the holder a new Warrant representing provisions of the number Warrant. No fractional shares shall be issued upon the exercise of shares with this Warrant. With respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equityany fraction of a share called for upon any exercise hereof, 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 Holder an amount in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to such fraction 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 fair value of a majority of shareholders of the Companyshare.

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 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 located at 000 Xxxxxx Xxxxx, Napa, California 94558, (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, 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")B) cash, money order, certified check or wire transfer of immediately available funds 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 of the Company as it may designate by notice , in an amount equal 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 multiplied by the number of Warrant Shares specified in the Exercise Agreementbeing purchased, and (C) this 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. 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 sentenceAct and the other provisions of this Agreement. 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 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. 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 (a) To exercise this Warrant in whole or in part, the Holder shall deliver to the provisions hereofCompany at its principal office located at 620 Xxxxxxx Xxxx, Xxxx, Xxxxxxxxxx 00000, (X) a 2 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, (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 the amount of indebtedness stated in the notice and represented by the instrument in an amount equal to the Exercise Price multiplied by the number of Warrant Shares being purchased, or (iii) a notice stating the Holder's intent to effect the exchange of this Warrant, together with a completed exercise agreement in whole or in part, into such number of Warrant Shares as shall equal (x) the form attached hereto number of Warrant Shares specified by the Holder in its notice (the "Exercise AgreementTotal Number"), ) less (y) the number of Warrant Shares equal to the Company during normal business hours on any business day at quotient obtained by dividing (aa) the Company's principal executive offices (or such other office or agency product of the Total Number and the existing Exercise Price by (bb) the Fair Market Value of an Ordinary Share and (C) this Warrant. The Company shall as it may designate by notice to the holder hereof)promptly as practicable, and upon in any event within ten (i10) payment to the Company in cashBusiness 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 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 with respect 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 shall not then have been exercisedand the same returned to the Holder. 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 The Company shall pay to all expenses, taxes (except United Kingdom stamp tax duties) and other charges payable in connection with the holder preparation, issue and delivery of such certificates and new Warrants, except that in cash case such stock certificates or new Warrants shall be registered in a penalty (name or names other than the "Penalty") equal to 2% name of the number Holder, funds sufficient to pay all stock transfer taxes that are payable upon the 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 such stock 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 or new Warrants shall be paid to the holder by the fifth day Holder at the time of delivering the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder notice 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 Companymentioned above.

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 (a) This Warrant may be exercised exercised, in whole at any time or in part from time to time, commencing on the Commencement Date, and prior to 5:00 p.m., New York, New York time then current, on the Expiration Date, by the holder hereof, in whole or in part, of this Warrant (the "Holder") by the surrender of this Warrant, together Warrant (with a completed exercise agreement the Subscription attached hereto in the form attached hereto of Exhibit A and the Notice of Conversion or --------- Exercise (the "Exercise AgreementNotice of Exercise"), attached to that certain Regulation S Securities Subscription Agreement, by and between the Company during normal business hours on any business day and RBB, dated as of January 27, 1997 and attached hereto as Exhibit B, duly executed) 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 --------- address set forth in Subsection 10(a) hereof), and upon provided, however, (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account Holder of the Company of the Exercise Price for the this Warrant Shares specified must certify in the Note of Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder that Holder is not then registered a "US Person" as that term is defined in Rule 902(e) of Regulation D pursuant to an effective registration statement under the Securities Act of 1933, as amended (a copy of which is attached hereto as Exhibit C) (ii) such Notice of Exercise must be executed outside of --------- the "Securities Act")United States, delivery to and (iii) the address where the Holder instructs the Company to forward the certificate for the shares issued upon exercise of a written notice this Warrant is outside of an election to effect a "Cashless Exercise" (as defined the United States, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in Section 11(c) below) part. Payment for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued made by wire transfer, certified or official bank check, payable to the holder hereof or such holder's designee, as the record owner of such shares, as order 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, then, unless this Warrant has expiredmust be exercised for a number of whole shares of the Common Stock, and the Company shall, at its expense, at the time of delivery of such certificates, deliver Holder is entitled to the holder receive 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 covering the number of Warrant Shares that in respect of which this Warrant has not been exercised and setting forth the holder is entitled proportionate part of the Aggregate Warrant Price applicable to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the such Warrant Shares. For exampleUpon such exercise and surrender of this Warrant, the Company will (i) issue a certificate or certificates in the name of the Holder for the number of whole shares of the Common Stock to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional share of the holder is entitled Common Stock to 100,000 Warrant Shares and which the Market Price is $2.00Holder shall be entitled, then pay cash 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 $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) 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 hereof 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 During the provisions hereofExercise Period, this Warrant may be exercised by the holder hereofexercised, in whole or in partpart and from time to time, by the surrender of this Warrant, together with a completed exercise agreement in Warrant and the form attached Notice of Exercise annexed hereto (duly executed at the "Exercise Agreement"), to principal 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 to the holder hereof), designate) 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 Exercise Price of the shares thereby purchased (the aggregate of the Exercise Price for all shares to be exercised being referred to herein as the Warrant Shares specified in "Purchase Price"). Payment of the Exercise Agreement Purchase Price may be made (i) by check or bank draft payable to the order of the Company, (ii) if by wire transfer to the resale account of the Company, or (iii) by delivery of this Warrant with instructions that the Company retain as payment of the Purchase Price the number of Warrant Shares remaining after distributing to the Holder the number of shares determined by the holder is not then registered pursuant to an effective registration statement under formula in the Securities Act of 1933, as amended next sentence (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" ("). In the event of a Cashless Exercise, the Holder shall receive the number of Warrant Shares determined by multiplying the number of Warrant Shares for which the Cashless Exercise is made by a fraction, the numerator of which shall be the difference between the then Current Market Price per Warrant Share and the Exercise Price, and the denominator of which shall be the then Current Market Price per share of Common Stock. The remaining Warrant Shares for which the Cashless Exercise has been made shall be deemed to have been paid by the Holder as defined the Exercise Price. Upon exercise, the Holder shall be entitled to receive, promptly after payment in Section 11(c) below) full, one or more certificates, issued in the Holder's name or in such name or names as the Holder may direct, subject to the limitations on transfer contained herein, for the Warrant Shares specified in the Exercise Agreementnumber of shares of Common Stock so purchased. The Warrant Shares 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, 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 by in such holdernotice. If this Warrant Such certificate or certificates shall be deemed to have been exercised only in part, then, unless this Warrant has expired, 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 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 exercisedas aforesaid. 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 The Company shall pay to all expenses, taxes and other charges payable in connection with the holder in cash a penalty (the "Penalty") equal to 2% preparation, issuance and delivery 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 stock certificates for the Warrant Sharesunder this Section. 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 All shares of Common Stock beneficially owned by issued upon 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 validly issued, fully paid and the Company and (ii) the approval of a majority of shareholders of the Companynonassessable.

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 hereofIssuance Date, in whole or in part, and before 5:00 P.M. (New York time) 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 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 business on within three (3) 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 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 Warrant Shares so purchased, representing date Holder has paid to the aggregate number of shares specified in Company an amount equal to the Exercise AgreementPrice plus all taxes required to be paid by Holder pursuant to Section 5, 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 holderif any. 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, To exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this WarrantHolder shall deliver to the Company at its principal office, together with (a) a completed exercise agreement written notice, in substantially the form of the exercise notice attached hereto (the "Exercise AgreementNotice"), 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 Holder's 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 exercise this Warrant, which notice 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) specify the number of shares of Common Stock beneficially owned by to be purchased, (b) a check in the holder amount of the aggregate exercise price for the Warrant Shares being purchased, and its affiliates (other than c) this Warrant. The Company shall as promptly as practicable, and in any event within twenty (20) days after delivery to the Company of (i) the Exercise Notice, (ii) the check mentioned above, and (iii) this Warrant, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of shares of Common Stock which may be deemed beneficially owned through specified in such notice. If the ownership of the unexercised Warrants and the unexercised or unconverted portion of Holder elects to purchase, at 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) time, less than the number of shares of Common Stock issuable upon exercise then purchasable under the terms of this Warrant, the Warrants (or portions thereof) with respect Company shall issue to which the determination described herein is being made, would result in beneficial ownership by Holder a new Warrant exercisable into the holder and its affiliates number of more than 4.9% of the outstanding remaining shares of Common Stock purchasable under this Warrant. Each certificate representing Warrant Shares shall bear the legend or legends required by applicable securities laws as well as such other legend(s) the Company requires to be included on certificates for its Common Stock. For 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of date 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 Exercise Notice is delivered to the Company. Notwithstanding anything The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of such stock certificates except that, in case such stock certificates 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 contrary contained herein, issuance of such stock certificate or certificates shall be paid by the limitation on Holder at the time of delivering the Exercise Notice. All shares of Common Stock issued upon the exercise of this Warrant set forth herein shall be validly issued, fully paid, and nonassessable. This Warrant may be exercised on multiple occasions in amounts not be amended without (i) the written consent less than 15% of the holder hereof and original amount issued before the Company and expiration of its term as described in this Section 1. This Warrant will expire on November 22, 2004 (ii) the approval of a majority of shareholders of the Company"Expiration Date").

Exercise of Warrant. Subject to 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 Issuance Date hereof, in whole and before the close of business on the Termination Date hereof. Exercise of this Warrant or in part, any part hereof shall be effected 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 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 business on within three (3) 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 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 rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. If a registration statement permitting the resale of the Shares issuable upon exercise of this Warrant is not then effective, this Warrant may also be exercised by means of a "cashless exercise" in which the holder shall be entitled to receive a certificate for 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 equal to the holder in cash a penalty quotient obtained by dividing [(the "Penalty"A-B) equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied (X)] by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleA), 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.where:

Exercise of Warrant. Subject to the provisions hereof, (a) The holder of this Warrant may be exercised by may, at any time on or after the Initial Exercise Date and on or before the Expiration Date, exercise this Warrant in whole at any time or in part (but not less than 1,000 Warrant Shares) from time to time for the purchase of the Warrant Shares or other securities which such holder hereof, is then entitled to purchase hereunder ("Warrant Securities") at the Purchase Price (as hereinafter defined). In order to exercise this Warrant in whole or in part, by the surrender holder hereof shall deliver to the Company (i) a written notice of such holder's election to exercise this Warrant, together with a completed exercise agreement in which notice shall specify 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 number 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 to be purchased, (ii) if payment of the resale aggregate purchase price of the Warrant Shares being purchased by the holder is certified or bank cashier's check, unless pursuant to a Cashless Exercise as described in subsection (b) below, and (iii) this Warrant, provided that, if such Warrant Shares or other Warrant Securities have not then been registered pursuant to an effective registration statement under the Securities Act of 1933or applicable state securities laws, as amended (the "Securities Act"), delivery Company may require that such holder furnish to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the statement that such holder is purchasing such Warrant Shares specified or other Warrant Securities for such holder's own account for investment and not with a view to the distribution thereof, that none of such shares will be offered or sold in violation of the Exercise Agreement. The Warrant Shares so purchased shall be deemed provisions of the Securities Act and applicable state securities laws and as to be issued such other matters relating to the holder hereof as the Company may reasonably request to permit the issuance of such Warrant Shares or such holder's designeeother Warrant Securities without registration under the Securities Act and applicable state securities laws. Upon receipt thereof, the Company shall, as the record owner of promptly as practicable, execute or cause to be executed and deliver to 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, holder a certificate or certificates representing the aggregate number of shares Warrant Shares (or if applicable, other Warrant Securities) 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 exercisedsaid notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such other denominations as may be requested by the holder hereof specified in said notice and shall be registered in the name of such holder or such other name as shall be designated in said notice. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the fair market value per share of the Warrant Shares on the day of exercise, as reasonably determined by such holderthe Company consistent with the determination of "Current Price" below. 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 such holder a new Warrant representing evidencing the number rights of shares such holder to purchase the remaining Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or, at the request of such holder, appropriate notation may be made on this Warrant shall not then have been exercisedand same returned to such holder. 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 The Company shall pay to all expenses, taxes and other charges payable in connection with the holder in cash a penalty (the "Penalty") equal to 2% preparation, execution and delivery 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 share certificates for the Warrant Shares. For exampleunder this Section, except that, if such share certificates are requested to be registered in a name or names other than 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 name 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 Warrant, funds sufficient to pay all stock transfer taxes which shall be entitled payable upon the execution and delivery of such share certificates shall be paid by the holder hereof at the time of delivering the notice of exercise mentioned above. The Company represents, warrants and agrees that it shall at all times prior 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 this Warrant reserve sufficient shares of Common Stock beneficially owned by for issuance upon the holder exercise hereof, 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 all Warrant Shares 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 any exercise of this Warrant set forth herein may in accordance herewith shall be validly authorized and issued, fully paid and nonassessable. This Warrant shall not be amended without (i) the written consent of entitle the holder hereof and to any of the rights of a stockholder of the Company and (ii) prior to exercise in the approval of a majority of shareholders of the Companymanner herein provided.

Exercise of Warrant. Subject The purchase rights granted by this Warrant shall be exercised (in minimum quantities of 100 shares) by the holder surrendering this Warrant with the form of exercise attached hereto duly executed by such holder, to the provisions Company at its principal office, accompanied by payment, in cash or by cashier's check payable to the order of the Company, of the purchase price payable in respect of the Shares being purchased. If less than all of the Shares purchasable hereunder is purchased, the Company will, upon such exercise, execute and deliver to the holder hereof a new Warrant (dated the date hereof, ) evidencing the number of Shares not so purchased. As soon as practicable after the exercise of this Warrant may and payment of the purchase price, the Company will cause to be exercised by issued in the name of and delivered to the holder hereof, in whole or in partas such holder may direct, a certificate or certificates representing the Shares purchased upon such exercise. The Company may require that such certificate or certificates contain on the face thereof a legend substantially as follows: "The transfer of the shares represented by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), certificate is restricted pursuant to the Company during normal business hours on any business day terms of a Common Stock Purchase Warrant dated____________, 1997, issued by Hotel Discovery, Inc., a copy of which is available for inspection at the Company's principal executive offices (or such other office or agency of Hotel Discovery, Inc. Transfer may not be made except in accordance with the terms of the Company as it may designate by notice Common Stock Purchase Warrant. In addition, no sale, offer to the holder hereof), and upon (i) payment to the Company in cash, by certified sell 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 shares represented by the holder is not then registered pursuant to an effective registration statement this certificate shall be made unless a Registration Statement under the Securities Act of 1933, as amended (the "Securities ActACT"), 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 such shares is then have been exercised. In addition to all other available remedies at law in effect or in equity, if an exemption from 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% registration requirements of the number of Warrant Shares that the holder Act is entitled then in fact applicable 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 shares." THIS WARRANT IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH AT THE BOTTOM OF PAGE 8 HEREOF.

Exercise of Warrant. Subject to 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 Issuance Date hereof, in whole and before the close of business on the Termination Date hereof. Exercise of this Warrant or in part, any part hereof shall be effected 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 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 business on within three (3) 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 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 rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. This Warrant may also be exercised by means of a "cashless exercise" in which the holder shall be entitled to receive a certificate for 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 equal to the holder in cash a penalty quotient obtained by dividing [(the "Penalty"A-B) equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied (X)] by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleA), 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.where:

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 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, 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 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 pay all stock transfer taxes that are payable upon the issuance of such stock certificates or new Warrants shall be paid by the holder and its affiliates (other than Holder at the time of delivering the notice of exercise mentioned above. All shares of Common Stock which may be deemed beneficially owned through issued upon 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) validly issued, fully paid and nonassessable and, if the written consent of the holder hereof and the Company and (ii) the approval of Common Stock is then listed on a majority of shareholders of the Companynational securities exchange or quoted on an automated quotation system, shall be duly listed or quoted thereon.

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. A. Subject to the provisions hereofvesting of the exercisability of applicable Warrants in accordance with the terms of paragraph 3 of the Loan Agreement, this Warrant may be exercised in whole or in part at any time or from time to time from the date hereof until the end of the Exercise Period by presentation and surrender of this Warrant to the Company at its principal office, or at the office of its stock transfer agent, if any, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Warrant Exercise Price for the number of shares of Common Stock specified in such form. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder to purchase the balance of the shares of Common Stock purchasable hereunder. Upon receipt by the Company of this Warrant at its office, or by the stock transfer agent of the Company at its office, in proper form for exercise, the Holder shall be deemed to be the holder hereofof record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then actually be delivered to the Holder. As soon as practicable after each exercise of this Warrant, in whole or in part, by the surrender of this Warrantand in any event within seven (7) days thereafter, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on at its expense (including the payment by it of 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 (iapplicable issue taxes) 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 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 Holder hereof or, subject to Section 8 hereof, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, a new Warrant representing certificate or certificates (with appropriate restrictive legends, as applicable) for 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 equityduly authorized, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercisedvalidly issued, 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 fully paid 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 non-assessable shares of Common Stock beneficially owned by to which the holder and its affiliates (other than shares Holder shall be entitled upon exercise. All issuances 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 pursuant 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 shall be rounded (up or down as the case may not be amended without (ibe) to the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companynearest whole share.

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 provisions hereof, full exercise of this Warrant may be exercised by the holder hereofas herein provided, and that it will at all times maintain 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 full force and effect an appropriate permit of the Company as it may designate Delaware Commissioner of Corporations authorizing the issuance and sale 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 this Warrant by the holder and its affiliates of more than 4.9% of the outstanding holder. The Company covenants that all shares of Common Stock. For purposes of Stock issuable upon 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 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 and 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 amended without (i) executed, issued and delivered to the written consent 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 and the Company and (ii) the approval in person or by duly authorized attorney upon surrender of a majority of shareholders of the Companythis Warrant properly endorsed.

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 of this WarrantHolder shall deliver to the Company at its principal office, together with (a) a completed exercise agreement written notice, in substantially the form of the exercise notice attached hereto (the "Exercise AgreementNotice"), 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 Holder's 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 exercise this Warrant, which notice 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) specify the number of shares of Common Stock beneficially owned by to be purchased, (b) a check or money wire transfer in the holder amount of the aggregate exercise price for the Warrant Shares being purchased, and its affiliates (other than c) this Warrant. The Company shall as promptly as practicable, and in any event within twenty (20) days after delivery to the Company of (i) the Exercise Notice, (ii) the check mentioned above, and (iii) this Warrant, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of shares of Common Stock which may be deemed beneficially owned through specified in such notice. If the ownership of the unexercised Warrants and the unexercised or unconverted portion of Holder elects to purchase, at 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) time, less than the number of shares of Common Stock issuable upon exercise then purchasable under the terms of this Warrant, the Warrants (or portions thereof) with respect Company shall issue to which the determination described herein is being made, would result in beneficial ownership by Holder a new Warrant exercisable into the holder and its affiliates number of more than 4.9% of the outstanding remaining shares of Common Stock purchasable under this Warrant. Each certificate representing Warrant Shares shall bear the legend or legends required by applicable securities laws as well as such other legend(s) the Company requires to be included on certificates for its Common Stock. For 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 immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of date 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 Exercise Notice is delivered to the Company. Notwithstanding anything The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of such stock certificates except that, in case such stock certificates 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 contrary contained herein, issuance of such stock certificate or certificates shall be paid by the limitation on Holder at the time of delivering the Exercise Notice. All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid, and nonassessable. This Warrant may be exercised on multiple occasions before the expiration of its term as described in this Section 1. This Warrant, and any warrants issued in replacement of this Warrant, will expire on fifth anniversary of the issuance date set forth herein may not be amended without above (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company."Expiration Date")

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. 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 2.1. MANNER OF EXERCISE. From and after the date hereof and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), Holder may exercise this Warrant, on any Business Day, for all or any part of the Warrant Shares. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, 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"), Holder shall deliver to the Company during normal business hours on any business day at its principal office at 32000 Xxxxxx Xxxx, Xxxxx, Xxxx 00000, xx at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof), and upon Section 12: (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 Holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of Common Shares to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price and (iii) this Warrant. Such notice shall be substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be issued executed and deliver or cause to the holder hereof be delivered to Holder a 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, certificates representing the aggregate number of shares specified full Common Shares issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The share certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such Holder shall request in the holder hereof notice and shall be registered in the name of such holder or Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised 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 notice, together with the cash or check or other payment as provided below and this Warrant, is received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares have been paid. 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 Holder to purchase the unpurchased Common Shares called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and the same returned to Holder. Payment of the Warrant Price shall not then have been exercised. In addition be made at the option of Holder by (i) certified or official bank check, and/or (ii) Holder's surrender 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 that number of Warrant Shares that (or the holder is entitled right to multiplied by the receive such number of shares) or Common Shares having an aggregate Current Market Price (as hereinafter defined) equal to or greater than the Current Warrant Price 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, all shares 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 being purchased (including the Debentures those being surrendered), or (as defined iii) any combination thereof, duly endorsed by or accompanied by appropriate instruments of transfer duly executed by Holder or by Holder's attorney duly authorized 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 Companywriting.