Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. To exercise the Warrants in whole or in part, the Holder shall deliver to the Company at its principal office (a) a written notice 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 certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrant.

Exercise of Warrants. To exercise The Warrants initially are exercisable at the Warrants Exercise Price (subject to adjustment as provided in whole SECTION 6 hereof) per share of Common Stock, payable by certified or in partofficial bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall deliver have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company at its principal office (a) a written notice in the form of subscription to retain, in payment of the Holder's election to exercise this WarrantExercise Price, which notice shall specify the a number of shares of Common Stock to be purchased, (bthe "Payment Shares") cash or a certified check payable to the Company in an amount equal to the aggregate quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last 10 trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last 10 trading days before such date or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last 20 trading days before such date. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 3811 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000), xhe Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also referred to herein as the "Holder" or "Holders") shall he entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase price rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may he exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes he deemed to have become the holder of record of the number of shares of Common Stock being purchased, from the date on which the Warrant was surrendered and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name payment of 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 as Exercise Price was made irrespective of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 Warrantsshares, except that, in case if the date of such surrender and payment is a date on which the stock certificates or new Warrants shall be registered in a name or names other than the name transfer books of the HolderCompany are closed, funds sufficient such person shall he deemed to pay all stock transfer taxes that are payable upon have become the issuance of such stock certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing holder of such shares at the close of Common Stock upon each national securities exchange or automated quotation system, if any, upon business on the next succeeding date on which shares of Common Stock the stock transfer books are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrantopen.

Exercise of Warrants. To exercise The registered holder of each Warrant shall have the Warrants right, which may be exercised as in whole or in partsuch Warrant expressed, the Holder shall deliver to purchase from the Company at its principal office (aand the Company shall issue and sell to such registered holder) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchasedShares specified in such Warrants, (b) cash or a certified check payable upon surrender to the Company Company, at the office in an amount equal ____________________ of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the aggregate purchase price Warrant Agent for the account of the Company of the warrant exercise price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of shares Shares in respect of Common Stock being purchasedwhich such Warrant is then exercised. Payment of such warrant exercise price may be made in cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and (c) this Warrant. The payment of the warrant exercise price as aforesaid, the Company shall as promptly as practicableissue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in any event within 20 days thereafter, execute and deliver such name or cause to be executed and delivered, in accordance with names as such noticeregistered holder may designate, a certificate or certificates representing for the aggregate number of shares full Shares so purchased upon the exercise of Common Stock specified such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticesurrender. 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 is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrant.a

Exercise of Warrants. To exercise The Warrants initially are exercisable at the Warrants Exercise Price (subject to adjustment as provided in whole SECTION 6 hereof) per share of Common Stock, payable by certified or in partofficial bank cashier's check payable to the order of the Company: PROVIDED, HOWEVER, that the Holder shall deliver have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company at its principal office (a) a written notice in the form of subscription to retain, in payment of the Holder's election to exercise this WarrantExercise Price, which notice shall specify the a number of shares of Common Stock to be purchased, (bthe "Payment Shares") cash or a certified check payable to the Company in an amount equal to the aggregate quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last 10 trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last 10 trading days before such date or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last 20 trading days before such date. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 3811 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000), xhe Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also referred to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase price rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock being purchased, from the date on which the Warrant was surrendered and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name payment of the Holder or Exercise Price was made irrespective of the date of delivery of such other name as shall be designated in shares, except that, if the date of such notice. Such certificate or certificates surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have been issued and become 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 is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time close of delivery of said certificate or certificates, deliver to business on the Holder a new Warrant evidencing next succeeding date on which the rights of the Holder to purchase the remaining shares of Common Stock provided 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 books are payable upon the issuance of such stock certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrantopen.

Exercise of Warrants. To exercise The registered holder of each Warrant shall have the Warrants right, which may be exercised as in whole or in partsuch Warrant expressed, the Holder shall deliver to purchase from the Company at its principal office (aand the Company shall issue and sell to such registered holder) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchasedShares specified in such Warrants, (b) cash or a certified check payable upon surrender to the Company Company, at the office in an amount equal _________ of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the aggregate purchase price Warrant Agent for the account of the Company of the warrant exercise price, determined in accordance with the provisions of ss.9 of this Agreement, for the number of shares Shares in respect of Common Stock being purchasedwhich such Warrant is then exercised. Payment of such warrant exercise price may be made in cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to ss.6, upon such surrender of Warrants, and (c) this Warrant. The payment of the warrant exercise price as aforesaid, the Company shall as promptly as practicableissue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in any event within 20 days thereafter, execute and deliver such name or cause to be executed and delivered, in accordance with names as such noticeregistered holder may designate, a certificate or certificates representing for the aggregate number of shares full Shares so purchased upon the exercise of Common Stock specified such Warrants, together with cash, as provided in ss.9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticesurrender. 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 Shares as of the date of the surrender of such notice is received by Warrants and payment of the Company warrant exercise price as aforesaid. If this Warrant shall have been exercised only in part; provided, the Company shallhowever, that if, at the time date of delivery surrender of said such Warrants and payment of such warrant exercise price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such warrant exercise price shall be effective to constitute the person so designated to be named therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate or certificates, deliver to the Holder a new Warrant evidencing the for such Shares. The rights of purchase represented by the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant Warrants shall in all other respects be identical to this Warrant, orexercisable, at the request election of the Holderregistered holders thereof, 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 either as an entirety 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon for part only of the exercise Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this WarrantSection and of ss.3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. To exercise the Warrants This Warrant may be exercised in whole or in part, part by the Holder during the Exercise Period upon presentation and surrender hereof, with the attached Purchase Form duly executed, at the office of the Company located at 100 Xxxxxxx Xxxxxxxxx, Xxxx Xxxx Xxxxx, XX 00000, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Company at its principal office (a) a written notice 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 certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, a certificate representing the Shares being purchased. This Warrant may be exercised for not less than 1,000 Shares and in additional increments of 1,000 Shares at any event within 20 days thereaftertime and from time to time during the Exercise Period. Upon each partial exercise hereof, execute a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period, and deliver otherwise of like tenor as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or cause bank cashier's check payable to be executed and deliveredthe Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in accordance with such notice, a certificate or certificates representing the aggregate number amount of shares of Common Stock specified in such noticethe Purchase Price. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 the holder of record of such shares Shares so purchased upon exercise of this Warrant as of the close of business on the date such notice is received by as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company as aforesaid. If this Warrant shall have been exercised only in partand payment of the Purchase Price was made, regardless of the Company shall, at the time date of delivery of said any certificate or certificatesrepresenting the Shares so purchased, deliver except that if the Company were subject to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining any legal requirements prohibiting it from issuing shares of Common Stock provided for by this Warranton such date, which new Warrant the Holder shall in all other respects be identical deemed to this Warrant, or, at have become 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 record holder 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 Shares on the name next succeeding date as of the Holder, funds sufficient to pay all stock transfer taxes that are payable upon the issuance of such stock certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, which the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject ceased to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrantprohibited.

Exercise of Warrants. To exercise the Warrants in whole or in part, the Holder shall deliver Warrant Shares may be purchased upon surrender to the Company at its principal the office (a) a written notice or agency of the Holder's election to exercise this WarrantWarrant Agent in the City of New York, which notice shall specify the number of shares of Common Stock to be purchased, (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing evidencing the aggregate number Warrants to be exercised, together with the form of shares of Common Stock specified election to purchase on the reverse thereof duly filled in such notice. The stock certificate or certificates so delivered shall be in and signed, which signature shall, if the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall Warrant Shares are to be issued in the name of a person other than the Holder of the Warrant, be guaranteed by a bank or trust company located in the United States or a broker or dealer that is a member of a national securities exchange, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (as defined in and determined in accordance with the provisions of Sections 10 and 11 hereof) for the number of Warrant Shares in respect of which such other name as Warrants are then being exercised. Payment of the aggregate Exercise Price shall be designated made by certified or cashier's check, or by any combination thereof. Subject to Section 8 hereof, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered, with all reasonable dispatch, to or upon the written order of the Holder and in such noticename or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants. 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 Warrant Shares as of the date of the surrender of such notice Warrants and payment of the Exercise Price, as aforesaid; provided, however, that if such Warrants are surrendered, and the Exercise Price is received paid, on a Saturday, Sunday or other day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close, or on a day when the Common Stock transfer books of the Company are closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the next succeeding Monday, Tuesday, Wednesday, Thursday or Friday on which such banking institutions are not so authorized or obligated to close (whether before or after the Expiration Date) and which is a day on which the Common Stock transfer books of the Company are open. The rights of purchase represented by the Company as aforesaid. If this Warrant Warrants shall have been exercised only in part, the Company shallbe exercisable, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights election of the Holder to purchase the remaining shares of Common Stock provided for by this WarrantHolders thereof, which new Warrant shall either 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 full 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon in part and, in the exercise event that a certificate evidencing Warrants is exercised in respect of less than all of the Warrant Shares specified therein at any time prior to the expiration of such Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificates pursuant to the provisions of this Warrantsubsection and of subsection 2.2 hereof and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant certificates duly executed on behalf of the Company for such purpose.

Exercise of Warrants. To exercise The warrants may be exercised by the Warrants Holder, in whole or in partpart (but not as to a fractional share of Common Stock), by surrender of this Warrant Certificate at the principle office of the Company at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX X0X 0X0 (or such other office or agency of the Company as may be designated by notice in writing to the Holder shall deliver at the address of such Holder appearing on the books of the Company), with the appropriate form attached duly exercised, at any time within the period beginning one day after the Holder's subscription for Units (each Unit consisting of one share of no par value Common Stock of the Company at $0.60 per share) was accepted by the Company, and expiring on that date which is exactly eighteen months and one day after the Holder's subscription for Units was accepted by the Company (the "Exercise Period") and by payment to the Company at its principal office (a) a written notice by certified check or bank draft of the Holder's election to exercise this Warrant, which notice shall specify purchase price for such shares. The Company agrees that the number of shares of Common Stock so purchased shall be and are deemed to be purchased, (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing as the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing record owner of such shares of Common Stock upon each national securities exchange or automated quotation systemas of the close of business on the date on which the Warrant Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate, if any, upon which shares of Common Stock are then listed (subject that shall not have been exercised shall also be delivered to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, the Holder within such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warranttime.

Exercise of Warrants. To exercise The Warrants represented by this Warrant Certificate may be exercised by the Warrants Holder hereof, in whole or in partpart (but not as to a fractional Common Share), by the Holder shall deliver to surrender of this Warrant Certificate, with the attached Subscription Form duly executed, at the principal office of the Company at its principal 0000-0000 X Xxxxxxx Xx., Xxxxxxxxx, XX, X0X 0X0 (or such other office (a) a written notice of the Holder's election Company as it may designate by notice in writing to exercise the Holder hereof at the address of such Holder appearing on the books of the Company at any time during the period within which the Warrants represented by this WarrantWarrant Certificate may be exercised) and upon payment to it for the account of the Company, which notice shall specify the number of shares of Common Stock to be purchased, (b) in cash or a certified check payable cheque, money order, bank draft or wire transfer of the Exercise Price for such Common Shares. The Company agrees that the Common Shares so purchased shall be and be deemed to be issued to the Company in an amount equal Holder hereof as the registered owner of such Common Shares as of the close of business on the date on which this Warrant Certificate shall have been surrendered and payment made for such Common Shares as aforesaid. Certificates for the Common Shares so purchased shall be delivered to the aggregate purchase price of Holder hereof within a reasonable time, not exceeding three business days, after the Warrants represented by this Warrant Certificate shall have been so exercised and, unless the Warrants have expired, a new Warrant Certificate representing the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation systemShares, if any, upon with respect to which shares of Common Stock are the Warrants shall not then listed (subject have been exercised shall also be issued to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, the Holder hereof within such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warranttime.

Exercise of Warrants. To exercise The registered holder of each Warrant shall have the Warrants right, which may be exercised as in whole or in partsuch Warrant expressed, the Holder shall deliver to purchase from the Company at its principal office (aand the Company shall issue and sell to such registered holder) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchasedShares specified in such Warrants, (b) cash or a certified check payable upon surrender to the Company Company, at the office in an amount equal of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the aggregate purchase price Warrant Agent for the account of the Company of the Warrant Exercise Price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of shares Shares in respect of Common Stock being purchasedwhich such Warrant is then exercised. Payment of such Warrant Exercise Price may be made in cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and (c) this Warrant. The payment of the Warrant Exercise Price as aforesaid, the Company shall as promptly as practicableissue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in any event within 20 days thereafter, execute and deliver such name or cause to be executed and delivered, in accordance with names as such noticeregistered holder may designate, a certificate or certificates representing for the aggregate number of shares full Shares so purchased upon the exercise of Common Stock specified such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticesurrender. 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 Shares as of the date of the surrender of such notice is received by Warrants and payment of the Company Warrant Exercise Price as aforesaid. If this Warrant shall have been exercised only in part; provided, the Company shallhowever, that if, at the time date of delivery surrender of said such Warrants and payment of such Warrant Exercise Price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate or certificates, deliver to the Holder a new Warrant evidencing the for such Shares. The rights of purchase represented by the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant Warrants shall in all other respects be identical to this Warrant, orexercisable, at the request election of the Holderregistered holders thereof, 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 either as an entirety 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon for part only of the exercise Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Expiration Date of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this WarrantSection and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. To exercise The registered holder of each Warrant shall have the Warrants right, which may be exercised as in whole or in partsuch Warrant expressed, the Holder shall deliver to purchase from the Company at its principal office (aand the Company shall issue and sell to such registered holder) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchasedShares specified in such Warrants, (b) cash or a certified check payable upon surrender to the Company Company, at the office in an amount equal New York, New York of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the aggregate purchase price Warrant Agent for the account of the Company of the warrant exercise price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of shares Shares in respect of Common Stock being purchasedwhich such Warrant is then exercised. Payment of such warrant exercise price may be made in cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and (c) this Warrant. The payment of the warrant exercise price as aforesaid, the Company shall as promptly as practicableissue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in any event within 20 days thereafter, execute and deliver such name or cause to be executed and delivered, in accordance with names as such noticeregistered holder may designate, a certificate or certificates representing for the aggregate number of shares full Shares so purchased upon the exercise of Common Stock specified such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticesurrender. 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 Shares as of the date of the surrender of such notice is received by Warrants and payment of the Company warrant exercise price as aforesaid. If this Warrant shall have been exercised only in part; provided, the Company shallhowever, that if, at the time date of delivery surrender of said such Warrants and payment of such warrant exercise price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such warrant exercise price shall be effective to constitute the person so designated to be named therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate or certificates, deliver to the Holder a new Warrant evidencing the for such Shares. The rights of purchase represented by the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant Warrants shall in all other respects be identical to this Warrant, orexercisable, at the request election of the Holderregistered holders thereof, 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 either as an entirety 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon for part only of the exercise Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this WarrantSection and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. To exercise The registered holder of each Warrant shall have the Warrants right, which may be exercised as in whole or in partsuch Warrant expressed, the Holder shall deliver to purchase from the Company at its principal office (aand the Company shall issue and sell to such registered holder) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchasedShares specified in such Warrants, (b) cash or a certified check payable upon surrender to the Company Company, at the office in an amount equal ________________________________ of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the aggregate purchase price Warrant Agent for the account of the Company of the Warrant Exercise Price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of shares Shares in respect of Common Stock being purchasedwhich such Warrant is then exercised. Payment of such Warrant Exercise Price may be made in cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and (c) this Warrant. The payment of the Warrant Exercise Price as aforesaid, the Company shall as promptly as practicableissue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in any event within 20 days thereafter, execute and deliver such name or cause to be executed and delivered, in accordance with names as such noticeregistered holder may designate, a certificate or certificates representing for the aggregate number of shares full Shares so purchased upon the exercise of Common Stock specified such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticesurrender. 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 Shares as of the date of the surrender of such notice is received by Warrants and payment of the Company Warrant Exercise Price as aforesaid. If this Warrant shall have been exercised only in part; PROVIDED, the Company shallHOWEVER, that if, at the time date of delivery surrender of said such Warrants and payment of such Warrant Exercise Price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate or certificates, deliver to the Holder a new Warrant evidencing the for such Shares. The rights of purchase represented by the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant Warrants shall in all other respects be identical to this Warrant, orexercisable, at the request election of the Holderregistered holders thereof, 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 either as an entirety 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon for part only of the exercise Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Expiration Date of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this WarrantSection and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. To exercise This Warrant shall vest immediately and may be exercised as to one hundred percent (100%) of the Warrants total number of shares covered by this Warrant at anytime after the issuance date of this Warrant. The purchase rights represented by this Warrant may be exercised in whole or in partpart (but not as to a fractional share of Stock), by the Holder shall deliver Warrantholder or its duly authorized attorney or representative at any time and from time to time while this Warrant is exercisable, upon presentation of this Warrant at the Company at its principal office (a) a written notice of the Holder's election to exercise this WarrantCompany, which notice shall specify with the number of shares of Common Stock to be purchasedpurchase form attached hereto duly completed and signed, (b) cash or a certified check payable and upon payment to the Company in cash or by certified check or bank draft of an amount equal to the aggregate purchase price number of shares being so purchased multiplied by the Exercise Price; or, at the option of the Warrantholder, this Warrant may be surrendered to the Company and the Company shall issue to the Warrantholder for no additional cash consideration a number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing common stock determined by dividing the aggregate product of the maximum number of shares of Common Stock specified in such notice. The common stock certificate or certificates so delivered shall be in the denomination Warrantholder is entitled to purchase hereunder times the difference between the closing price per share on the date of 100 surrender for exercise and the Exercise Price, by the closing price per share on the date of surrender for exercise date of surrender for exercise, as follows: Number of shares each or such lesser or greater denomination as may be specified in such notice and shall to be issued in the name = ((maximum # of shares purchasable under terms of 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 as of Warrants) X ((closing price per share on the date such notice is received by of surrender for exercise) - (Exercise Price))) / (closing price per share on the Company as aforesaid. If date of surrender for exercise) Should Warrantholder elect to so surrender this Warrant, this Warrant shall have been exercised only in partbe terminated thereafter, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 Warrantholder shall pay all expenses, taxes and have no 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrantrights hereunder.

Exercise of Warrants. To The Exercise Price and the number of Shares issuable upon exercise of Warrants are subject to adjustment upon the Warrants in whole or in partoccurrence of certain events, pursuant to the terms of this Warrant Agreement. Subject to the provisions of this Warrant Agreement, each Warrant Holder shall deliver have the right, which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares specified in such Warrants, upon surrender to the Company, or Vista, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company at its principal office (a) a written notice of the Holder's election to exercise Exercise Price, as adjusted in accordance with the terms of this WarrantWarrant Agreement, which notice shall specify for the number of shares Shares in respect of Common Stock to which such Warrants are then exercised. No adjustment shall be purchasedmade for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the applicable Exercise Price, (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, shall issue and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause to be executed delivered with all reasonable dispatch, but in no event later than three trading days following such surrender and deliveredpayment, to or upon the written order of the Warrant Holder of such Warrants and in accordance with such noticename or names as such Warrant Holder may designate, a certificate or certificates representing for the aggregate number of shares full Shares so purchased upon the exercise of Common Stock specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination Warrants as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticeset forth 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 Shares as of the date such notice is received by of the Company surrender of Warrants and payment of the applicable Exercise Price as aforesaid. If this Warrant shall have been exercised only in part; provided, the Company shallhowever, that if, at the time date of delivery surrender of said certificate or certificatessuch Warrants, deliver to the Holder a new Warrant evidencing transfer books for the rights of the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant shall in all or other respects be identical to this Warrant, or, at the request class 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrantsuch Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for an unreasonable period. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holder(s) thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered. Each Warrant may be exercised in whole or in part, but not for less than one hundred (100) Warrant Shares (or such lesser number of Warrant Shares as may at the time of exercise constitute the maximum number exercisable) and in excess of 100 Warrant Shares in increments of 100 Warrant Shares. Each Warrant is exercisable, subject to the satisfaction of applicable securities laws, at any time during the Exercise Period by the surrender of the Warrant to the Company at its principal office or to Vista together with the appropriate form of exercise duly completed and executed on behalf of the Warrant Holder, accompanied by the payment in full of the amount of the aggregate Exercise Price of the Warrant Shares in immediately available funds.

Exercise of Warrants. To exercise The Warrants are exercisable at the aggregate Exercise Price for the number of Warrants so exercised at any time prior to 5:00 p.m. New York City time on March 22, 2004, subject to adjustment as provided in whole or in partSection 8 hereof. Payment of such Exercise Price shall be made, at the option of the Holder shall deliver specified in its notice of exercise, (i) by wire transfer or by certified or official bank check payable to the Company at its principal office (a) a written notice order of the Holder's election to exercise this Warrant, which notice shall specify Company in immediately available funds in lawful money of the United States of America; or (ii) by reducing the number of shares of Common Stock to be purchased, (b) cash or a certified check payable issuable to the Company in an amount equal to the aggregate purchase price of the Holder by a number of shares of Common Stock being purchasedthat have a value equal to the Exercise Price which otherwise would have been paid. For purposes hereof, and the value of a share of Common Stock (cthe "Share Value") this Warrantshall be the last reported sale price of the Common Stock on the OTC Bulletin Board, or any other interdealer quotation system on which the Common Stock is included for quotation, or, if none, the fair 810920.2 market value of such shares as reasonably determined by the Board of Directors of the Company. The Company shall as promptly as practicableUpon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, and in any event within 20 days thereafter, execute and deliver or cause to be executed and delivered, in accordance together with such notice, a certificate or certificates representing payment of the aggregate number of Exercise Price for the shares of Common Stock specified in such notice. The stock purchased, if applicable, at HemaSure's principal offices located at 140 Locke Drive, Marlborough, MA 01752, the Holder shall be entitled xx xxxxxxx x certificate or certificates so delivered shall be in for the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided for so purchased. The purchase rights represented by this Warrant, which new the Warrant shall in all other respects be identical to this Warrant, or, Certificate are exercisable at the request option 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 thatHolder thereof, in case such stock certificates whole or new Warrants shall be registered in a name or names other than the name part (but not as to fractional shares of the HolderCommon Stock underlying the Warrants), funds sufficient to pay but in no event for less than 25,000 shares at any one time. In the case of the purchase of less than all stock transfer taxes that are payable upon the issuance of such stock certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock purchasable under any Warrant Certificate, HemaSure shall cancel said Warrant Certificate upon exercise the surrender thereof and shall execute and deliver a new Warrant Certificate of this Warrant, like tenor for the Company shall secure balance of the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrantpurchasable thereunder.

Exercise of Warrants. To exercise the Warrants in whole or in part, the Holder shall deliver to the Company at its principal office (a) a written notice 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 certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 shell be deemed for all purposes to have become a holder of record of such shares as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock Stuck upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrant.

Exercise of Warrants. To The Exercise Price and the number of -------------------- Shares issuable upon exercise of Warrants are subject to adjustment upon the Warrants occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, and in whole or addition to the right to surrender warrants without any cash payment as set forth in partsubsection (c) below, the each Holder shall deliver have the right, which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company at its principal office (a) a written notice of the Holder's election to exercise Exercise Price, as adjusted in accordance with the provisions of Section 8 of this WarrantAgreement, which notice shall specify for the number of shares Shares in respect of Common Stock to which such Warrants are then exercised. No adjustment shall be purchasedmade for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price, (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, shall issue and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause to be executed delivered with all reasonable dispatch, but in no event later than three trading days following such surrender and deliveredpayment, to or upon the written order of the Holder of such Warrants and in accordance with such noticename or names as such Holder may designate, a certificate or certificates representing for the aggregate number of shares full Shares so purchased upon the exercise of Common Stock specified such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticesurrender. 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 Shares as of the date such notice is received by of the Company surrender of Warrants and payment of the Exercise Price as aforesaid. If this Warrant shall have been exercised only in part; provided, the Company shallhowever, that if, at the time date of delivery surrender of said certificate or certificatessuch Warrants, deliver to the Holder a new Warrant evidencing transfer books for the rights of the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant shall in all or other respects be identical to this Warrant, or, at the request class 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrantsuch Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part in increments of 100 Shares and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered.

Exercise of Warrants. To exercise The warrants may be exercised by the Warrants Holder, in whole or in partpart (but not as to a fractional share of Common Stock), by surrender of this Warrant Certificate at the principal office of the Company at 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX X0X 0X0 (or such other office or agency of the Company as may be designated by notice in writing to the Holder shall deliver at the address of such Holder appearing on the books of the Company), with the appropriate form attached duly exercised, at any time within the period beginning on the date of this Warrant Certificate, which is specified on Page 12 of this Warrant Certificate ("Effective Date") and expiring on that date which is exactly eighteen (18) months after the Effective Date (the "Exercise Period") and by payment to the Company at its principal office (a) a written notice by certified check or bank draft of the Holder's election to exercise this Warrant, which notice shall specify purchase price for such shares. The Company agrees that the number of shares of Common Stock so purchased shall be and are deemed to be purchased, (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing as the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing record owner of such shares of Common Stock upon each national securities exchange or automated quotation systemas of the close of business on the date on which the Warrant Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate, if any, upon which shares of Common Stock are then listed (subject that shall not have been exercised shall also be delivered to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, the Holder within such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warranttime.

Exercise of Warrants. To exercise The registered holder of each Warrant shall have the Warrants right, which may be exercised as in whole or in partsuch Warrant expressed, the Holder shall deliver to purchase from the Company at its principal office (aand the Company shall issue and sell to such registered holder) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchasedShares specified in such Warrant, (b) cash or a certified check payable upon surrender to the Company Company, at the office in an amount equal __________ of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the aggregate purchase price Warrant Agent for the account of the Company of the Warrant Exercise Price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of shares Shares in respect of Common Stock being purchasedwhich such Warrant is then exercised. Payment of such Warrant Exercise Price may be made in cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and (c) this Warrant. The payment of the Warrant Exercise Price as aforesaid, the Company shall as promptly as practicableissue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in any event within 20 days thereafter, execute and deliver such name or cause to be executed and delivered, in accordance with names as such noticeregistered holder may designate, a certificate or certificates representing for the aggregate number of shares full Shares so purchased upon the exercise of Common Stock specified such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticesurrender. 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 Shares as of the date of the surrender of such notice is received by Warrants and payment of the Company Warrant Exercise Price as aforesaid. If this Warrant shall have been exercised only in part; provided, the Company shallhowever, that if, at the time date of delivery surrender of said such Warrants and payment of such Warrant Exercise Price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate or certificates, deliver to the Holder a new Warrant evidencing the for such Shares. The rights of purchase represented by the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant Warrants shall in all other respects be identical to this Warrant, orexercisable, at the request election of the Holderregistered holders thereof, 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 either as an entirety 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon for part only of the exercise Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time before the Expiration Date of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this WarrantSection and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. To exercise The registered holder of each Warrant shall have the Warrants right, which may be exercised as in whole or in partsuch Warrant expressed, the Holder shall deliver to purchase from the Company at its principal office (aand the Company shall issue and sell to such registered holder) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchasedShares specified in such Warrants, (b) cash or a certified check payable upon surrender to the Company Company, at the office in an amount equal of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the aggregate purchase price Warrant Agent for the account of the Company of the warrant exercise price, determined in accordance with the provisions of §9 of this Agreement, for the number of shares Shares in respect of Common Stock being purchasedwhich such Warrant is then exercised. Payment of such warrant exercise price may be made in cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to §6, upon such surrender of Warrants, and (c) this Warrant. The payment of the warrant exercise price as aforesaid, the Company shall as promptly as practicableissue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in any event within 20 days thereafter, execute and deliver such name or cause to be executed and delivered, in accordance with names as such noticeregistered holder may designate, a certificate or certificates representing for the aggregate number of shares full Shares so purchased upon the exercise of Common Stock specified such Warrants, together with cash, as provided in §9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticesurrender. 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 Shares as of the date of the surrender of such notice is received by Warrants and payment of the Company warrant exercise price as aforesaid. If this Warrant shall have been exercised only in part; provided, the Company shallhowever, that if, at the time date of delivery surrender of said such Warrants and payment of such warrant exercise price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such warrant exercise price shall be effective to constitute the person so designated to be named therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate or certificates, deliver to the Holder a new Warrant evidencing the for such Shares. The rights of purchase represented by the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant Warrants shall in all other respects be identical to this Warrant, orexercisable, at the request election of the Holderregistered holders thereof, 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 either as an entirety 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon for part only of the exercise Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this WarrantSection and of §3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. To exercise This Warrant shall vest immediately upon receipt by Ampersand of funds under the Warrants Note and may be exercised as to one hundred percent (100%) of the total number of shares covered by this Warrant at anytime after the issuance date of this Warrant The purchase rights represented by this Warrant may be exercised in whole or in partpart (but not as to a fractional share of Stock), by the Holder shall deliver Warrantholder or its duly authorized attorney or representative at any time and from time to time while this Warrant is exercisable, upon presentation of this Warrant at the Company at its principal office (a) a written notice of the Holder's election to exercise this WarrantCompany, which notice shall specify with the number of shares of Common Stock to be purchasedpurchase form attached hereto duly completed and signed, (b) cash or a certified check payable and upon payment to the Company in cash or by certified check or bank draft of an amount equal to the aggregate purchase price number of shares being so purchased multiplied by the Exercise Price; or, at the option of the Warrantholder, this Warrant may be surrendered to the Company and the Company shall issue to the Warrantholder for no additional cash consideration a number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing common stock determined by dividing the aggregate product of the maximum number of shares of Common Stock specified in such notice. The common stock certificate or certificates so delivered shall be in the denomination Warrantholder is entitled to purchase hereunder times the difference between the closing price per share on the date of 100 surrender for exercise and the Exercise Price, by the closing price per share on the date of surrender for exercise date of surrender for exercise, as follows: Number of shares each or such lesser or greater denomination as may be specified in such notice and shall to be issued in the name = ((maximum # of shares purchasable under terms of 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 as of Warrants) X ((closing price per share on the date such notice is received by of surrender for exercise) - (Exercise Price))) / (closing price per share on the Company as aforesaid. If date of surrender for exercise) Should Warrantholder elect to so surrender this Warrant, this Warrant shall have been exercised only in partbe terminated thereafter, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 Warrantholder shall pay all expenses, taxes and have no 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrantrights hereunder.

Exercise of Warrants. To exercise The registered holder of each Warrant shall have the Warrants in whole or in partright, the Holder shall deliver subject to the Company at its principal office (a) a written notice of terms and conditions provided in the Holder's election to exercise this Warrant, which notice to purchase from the Trust (and the Trust shall specify issue and sell to such registered holder) the number of shares of Common Stock to be purchasedfully paid and non-assessable Shares specified in such Warrant, (b) cash or a certified check payable upon surrender to the Company Trust, at the office in an amount equal _________________ of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the aggregate purchase price Warrant Agent for the account of the Trust of the Warrant Exercise Price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of shares Shares in respect of Common Stock being purchasedwhich such Warrant is then exercised. Payment of such Warrant Exercise Price may be made in cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Agent. No adjustment shall be made for any dividends or distributions on any Shares issuable upon exercise of any Warrant so long as the record date for such dividend or distribution is prior to the effective time of such exercise. Subject to Section 6, upon such surrender of Warrants, and (c) this Warrant. The Company payment of the Warrant Exercise Price as aforesaid, the Trust shall as promptly as practicableissue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in any event within 20 days thereafter, execute and deliver such name or cause to be executed and delivered, in accordance with names as such noticeregistered holder may designate, a certificate or certificates representing for the aggregate number of shares full Shares so purchased upon the exercise of Common Stock specified such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticesurrender. 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 Shares as of the date of the surrender of such notice is received by Warrants and payment of the Company Warrant Exercise Price as aforesaid. If this Warrant shall have been exercised only in part; provided, the Company shallhowever, that if, at the time date of delivery surrender of said such Warrants and payment of such Warrant Exercise Price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be open, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books next shall be open, and until such date the Trust shall be under no duty to deliver any certificate or certificates, deliver to the Holder a new Warrant evidencing the for such Shares. The rights of purchase represented by the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant Warrants shall in all other respects be identical to this Warrant, orexercisable, at the request election of the Holderregistered holders thereof, 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 either as an entirety 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon for part only of the exercise Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time before the Expiration Date of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent hereby is irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this WarrantSection and of Section 3 of this Agreement, and the Trust, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Trust for such purpose.

Exercise of Warrants. To exercise the Warrants This Warrant may be exercised in whole or in part, part by the Holder during the Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit B duly executed, at the office of the Company located at 00000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Company at its principal office (a) a written notice Holder, within 15 days of surrender of the Holder's election to exercise this Warrant, which notice a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period, and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall specify the number be payable by delivery of shares of Common Stock to be purchased, (b) cash or a certified or bank cashier's check payable to the Company Company, or by wire transfer of immediately available funds to an account designated in an writing by the Company, in the amount equal to the aggregate purchase price of the number of shares of Purchase Price, or, if the Company's Common Stock being purchasedis listed on a securities exchange or market, and (c) this Warrantin the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 the holder of record of such shares Shares so purchased upon exercise of this Warrant as of the close of business on the date such notice is received by as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company as aforesaid. If this Warrant shall have been exercised only in partand payment of the Purchase Price was made, regardless of the Company shall, at the time date of delivery of said any certificate or certificatesrepresenting the Shares so purchased, deliver except that if the Company were subject to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining any legal requirements prohibiting it from issuing shares of Common Stock provided for by this Warranton such date, which new Warrant the Holder shall in all other respects be identical deemed to this Warrant, or, at have become 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 record holder 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 Shares on the name next succeeding date as of the Holder, funds sufficient to pay all stock transfer taxes that are payable upon the issuance of such stock certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, which the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject ceased to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrantprohibited.

Exercise of Warrants. To exercise The purchase price per Share to be paid by a Holder for Shares subject to the Warrants shall be $11.50, subject to adjustment as set forth in Section 11 of this Agreement (the “Exercise Price”). A Holder may exercise Warrants evidenced by a Warrant Certificate in whole or in partpart at any time prior to the Expiration Time by delivering to the secretary of the Company (i) the Warrant Certificate; (ii) a written notice to the Company specifying the number of Shares with respect to which Warrants are being exercised; and (iii) a check for the full amount of the aggregate Exercise Price of the Shares being acquired. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Shares pursuant to the exercise of any of the Warrants and shall have no obligation to settle such Warrants exercise unless a registration statement under the Securities Act of 1933, as amended (the “Act”) with respect to the Shares is effective, subject to the Company’s satisfying its obligations under Section 14 to use its best efforts. In the event that a registration statement with respect to the Shares underlying the Warrants is not effective under the Act, the Holder shall deliver not be entitled to exercise the Warrants and the Warrants may have no value and expire worthless. In no event will the Company at its principal office (a) a written notice of the Holder's election be required to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (b) net cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon settle the exercise of this Warrantthe Warrants. Warrants may not be exercised by, or securities issued to, any Holder in any state in which such exercise would be unlawful.

Exercise of Warrants. To exercise The Warrants may be exercised by the Warrants Holder, in whole or in partpart (but not as to a fractional share of Common Stock), by surrender of this Warrant Certificate at the principal office of the Company at [address] (or such other office or agency of the Company as may be designated by notice in writing to the Holder shall deliver at the address of such Holder appearing on the books of the Company), with the appropriate form attached hereto duly exercised, at any time within the period beginning on the date hereof and expiring at the same time as the Term or Extended Term under the Management Agreement expires (the "Exercise Period") and by payment to the Company at its principal office (a) a written notice by certified check or bank draft of the Holder's election to exercise this Warrant, which notice shall specify purchase price for such shares. The Company agrees that the number of shares of Common Stock so purchased shall be and are deemed to be purchased, (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing as the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing record owner of such shares of Common Stock upon each national securities exchange or automated quotation systemas of the close of business on the date on which the Warrant Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate representing the number of Warrants represented by the surrendered Warrant Certificate, if any, upon which shares of Common Stock are then listed (subject that shall not have been exercised shall also be delivered to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, the Holder within such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warranttime.

Exercise of Warrants. To exercise The Warrants initially are exercisable at the Warrants Exercise Price (subject to adjustment as provided in whole Section 6 hereof) per share of Common Stock, payable by certified or in partofficial bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall deliver have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company at its principal office (a) a written notice in the form of subscription to retain, in payment of the Holder's election to exercise this WarrantExercise Price, which notice shall specify the a number of shares of Common Stock to be purchased, (bthe "Payment Shares") cash or a certified check payable to the Company in an amount equal to the aggregate quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last 10 trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last 10 trading days before such date or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last 20 trading days before such date. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 3811 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000), xhe Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also referred to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase price rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock being purchased, from the date on which the Warrant was surrendered and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name payment of the Holder or Exercise Price was made irrespective of the date of delivery of such other name as shall be designated in shares, except that, if the date of such notice. Such certificate or certificates surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have been issued and become 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 is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time close of delivery of said certificate or certificates, deliver to business on the Holder a new Warrant evidencing next succeeding date on which the rights of the Holder to purchase the remaining shares of Common Stock provided 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 books are payable upon the issuance of such stock certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrantopen.

Exercise of Warrants. To exercise The warrants may be exercised by the Warrants Holder, in whole or in partpart (but not as to a fractional share of Common Stock), by surrender of this Warrant Certificate at the principle office of the Company at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX X0X 0X0 (or such other office or agency of the Company as may be designated by notice in writing to the Holder shall deliver at the address of such Holder appearing on the books of the Company), with the appropriate form attached duly exercised, at any time within the period beginning one day after the Holder's subscription for Units (each Unit consisting of one share of no par value Common Stock of the Company at $0.65 per share) was accepted by the Company, and expiring on that date which is exactly eighteen months and one day after the Holder's subscription for Units was accepted by the Company (the "Exercise Period") and by payment to the Company at its principal office (a) a written notice by certified check or bank draft of the Holder's election to exercise this Warrant, which notice shall specify purchase price for such shares. The Company agrees that the number of shares of Common Stock so purchased shall be and are deemed to be purchased, (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing as the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing record owner of such shares of Common Stock upon each national securities exchange or automated quotation systemas of the close of business on the date on which the Warrant Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate, if any, upon which shares of Common Stock are then listed (subject that shall not have been exercised shall also be delivered to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, the Holder within such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warranttime.

Exercise of Warrants. a. Upon surrender of this Warrant with the Form of Election to Purchase attached hereto duly completed and signed to the Company, at its address set forth in Section 12, and upon payment and delivery of the Exercise Price per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the United States of America, in cash or by certified or official bank check or checks, to the Company, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 7 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. b. A "Date of Exercise" means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to be purchased. c. This Warrant shall be exercisable at any time and from time to time for such number of Warrant Shares as is indicated in the attached Form of Election To Purchase. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant. d. (i) Notwithstanding anything contained herein to the Warrants contrary other than subsection (iii) below and Section 6, the holder of this Warrant may, at its election exercised in its sole discretion, exercise this Warrant in whole or in partpart and, in lieu of making the Holder shall deliver cash payment otherwise contemplated to be made to the Company at its principal office (a) a written notice upon such exercise in payment of the Holder's election Aggregate Exercise Price, elect instead to receive upon such exercise this Warrant, which notice shall specify the number "Net Number" of shares of Common Stock to be purchased, (b) cash or a certified check payable determined according to the Company in an amount equal to the aggregate purchase price following formula (a "Cashless Exercise"): Net Number = (A x (B - C))/B (ii) For purposes of the foregoing formula: A= the total number shares with respect to which this Warrant is then being exercised. B= the last reported sale price (as reported by Bloomberg) of shares of the Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing on the aggregate number of shares of Common Stock specified in such notice. The stock certificate or certificates so delivered shall be in trading day immediately preceding the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name date of the Holder or such other name as shall be designated Exercise Notice. C= the Warrant Exercise Price then 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, effect at the time of delivery such exercise. (iii) The holder of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 agrees not to the Holderelect a Cashless Exercise for a period of six (6) months after Closing. 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise holder of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject Warrant also agrees not to official notice of issuance upon exercise of this Warrant) and shall maintain, elect a Cashless Exercise so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon there is an effective registration statement for the exercise of this WarrantWarrant Shares. 6.

Exercise of Warrants. To exercise The undersigned hereby irrevocably subscribes for the Warrants purchase of _____________ Shares pursuant to and in whole or in part, accordance with the Holder shall deliver to the Company at its principal office (a) a written notice terms and conditions of the Holder's election to exercise this Warrant, which notice shall specify Shares should be delivered to the undersigned at the address stated below. If said number of shares Shares are not all of Common Stock the Shares purchasable hereunder, a new Warrant of like tenor for the balance of the remaining Shares purchasable hereunder should be delivered to be purchased, (b) the undersigned at the address stated below. The undersigned elects to pay the aggregate Purchase Price for such Shares in the following manner: [ ] by the enclosed cash or a certified check made payable to the Company in an the amount equal of $ ; [ ] by wire transfer of United States funds to the aggregate purchase price account of the number Company in the amount of shares $__________, which transfer has been made before or simultaneously with the delivery of Common Stock being purchased, and (c) this Notice pursuant to the instructions of the Company; or [ ] by conversion of the Warrant into Shares in the manner specified in Section 1.3 of the Warrant. The Company shall undersigned agrees that: (1) the undersigned will not offer, sell, transfer or otherwise dispose of any Shares unless either (a) a registration statement, or post-effective amendment thereto, covering the Shares has been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as promptly as practicableamended (the “Act”), such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, and all applicable state securities laws have been complied with, or (b) counsel reasonably satisfactory to Electric Aquagenics Unlimited, Inc. has rendered an opinion in any event within 20 days thereafterwriting and addressed to Electric Aquagenics Unlimited, execute and deliver Inc. that such proposed offer, sale, transfer or cause other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) Electric Aquagenics Unlimited, Inc. may notify the transfer agent for the Shares that the certificates for the Shares acquired by the undersigned are not to be executed and deliveredtransferred unless the transfer agent receives advice from Electric Aquagenics Unlimited, in accordance with such notice, a certificate Inc. that one or certificates representing the aggregate number of shares of Common Stock specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name both of the Holder or such other name as shall be designated conditions referred to in such notice. Such certificate or certificates shall be deemed to (1)(a) and (1)(b) above have been issued satisfied; and (3) Electric Aquagenics Unlimited, Inc. may affix the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder legend set forth in Section 3.1 of record of such shares as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing certificates for the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation systemShares hereby subscribed for, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrant.legend is applicable. Dated: ____________________________________________ Signed: _________________________________ Signature guaranteed: ________________________________ Address: ________________________________

Exercise of Warrants. To exercise the Warrants in whole or in part, the Holder a. Exercise of this Warrant shall deliver be made upon delivery to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at its principal office the option of the Warrant Holder either (a) a written notice of the Holder's election to exercise this Warrantin cash, which notice shall specify the number of shares of Common Stock to be purchased, (b) cash wire transfer or a by certified or official bank check payable to the order of the Company in an amount equal to Exercise Price per share in effect at the aggregate purchase price time of exercise multiplied by the number of shares of Common Stock being purchasedWarrant Shares specified in the Election Notice, and or (cb) this Warrantthrough a cashless exercise provided in Section S(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as promptly as practicable, and in any event within 20 days thereafter, execute and deliver defined herein) issue or cause to be executed issued and delivered, cause to be delivered to the Warrant Holder in accordance with such noticename or names as the Warrant Holder may designate in the Election Notice, a certificate or certificates representing for the aggregate number of shares of Common Stock specified in Warrant Shares issuable upon such noticeexercise, with such restrictive legend as required by the 1933 Act, as applicable. The stock certificate or certificates Any person so delivered shall be in designated by the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Warrant Holder or such other name as shall be designated in such notice. Such certificate or certificates to receive Warrant Shares 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 Warrant Shares as of the date such notice is received by Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company as aforesaid. If this Warrant covenants, shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon due exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation systembe duly authorized, if anyvalidly issued, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) fully paid and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrantnon-assessable.

Exercise of Warrants. To exercise The Warrants are exercisable at the aggregate Exercise Price for the number of Warrants so exercised at any time prior to 5:00 p.m. New York City time on September 14, 2003, subject to adjustment as provided in whole or in partSection 7 hereof. Payment of such Exercise Price shall be made, at the option of the Holder shall deliver specified in its notice of exercise, (i) by wire transfer or by certified or official bank check payable to the Company at its principal office (a) a written notice order of the Holder's election to exercise this Warrant, which notice shall specify Company in immediately available funds in lawful money of the United States of America; or (ii) by reducing the number of shares of Common Stock to be purchased, (b) cash or a certified check payable issuable to the Company in an amount equal to the aggregate purchase price of the Holder by a number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause that have a value equal to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of shares of Common Stock specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such notice. Such certificate or certificates shall be deemed to Exercise Price which otherwise would have been issued and paid. For the Holder or purpose of any other person so designated exercise pursuant 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 is received by the Company as aforesaid. If this Warrant shall have been exercised only in partprevious sentence, the Company shall, at the time value of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares share of Common Stock shall be so listedthe last reported sale price of the Common Stock on the OTC Bulletin Board, or any other interdealer quotation system on which the Common Stock is included for quotation, or, if none, the fair market value of such listing shares as reasonably determined by the Board of all Directors of the Company. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock from time purchased, if applicable, at HemaSure's principal offices located at 000 Xxxxx Xxxxx, Marlborough, MA 01752, the Holder shall be entitled to time issuable receive a certificate or certificates for the shares of Common Stock so purchased. The purchase rights represented by the Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants), but in no event for less than 25,000 shares at any one time. In the case of the purchase of less than all the shares of Common Stock purchasable under any Warrant Certificate, HemaSure shall cancel said Warrant Certificate upon the exercise surrender thereof and shall execute and deliver a new Warrant Certificate of this Warrantlike tenor for the balance of the shares of Common Stock purchasable thereunder.

Exercise of Warrants. To exercise Upon presentation and surrender of this Common Stock Purchase Warrant Certificate ("Warrant Certificate" or "this Certificate"), with the Warrants attached Purchase Form duly executed, at the principal office of the Company at 0000 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, together with a bank check, certified check or other form of payment acceptable to the Company in whole or in partthe amount of the Exercise Price multiplied by the number of Warrant Shares being purchased, the Holder Company, or the Company's Transfer Agent as the case may be, shall deliver to the Company at its principal office (a) a written notice holder hereof, certificates of Common Stock which in the Holder's election to exercise this Warrant, which notice shall specify aggregate represent the number of Warrant Shares being purchased. This Warrant Certificate may be exercised as to 25% of the underlying shares of Common Stock to be purchasedon or after the tenth day following the date that a Registration Statement covering the resale of the Common Stock underlying this Warrant Certificate shall have been declared effective by the Securities and Exchange Commission (the "First Conversion Date"), (b) cash or a certified check payable with an additional 25% of this Warrant Certificate becoming exercisable 30, 60 and 90 days following the First Conversion Date, respectively. To the extent that this Warrant Certificate shall not have been exercised to the Company full extent permitted by the terms hereof as of the respective dates provided above, the amount of Warrant Shares with respect to which this Warrant Certificate shall be exercisable shall be cumulative. All or less than all of the Warrants represented by this Certificate, as provided above, may be exercised and, in an amount equal case of the exercise of less than all, the Company, upon surrender hereof, will deliver to the aggregate holder a new Warrant Certificate or Certificates of like tenor and dated the date hereof entitling said holder to purchase price of the number of shares of Common Stock being purchased, and (c) Warrant Shares represented by this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such notice. Such certificate or certificates shall be deemed to Certificate which 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 is received by the Company as aforesaid. If this Warrant shall have not been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver and to the Holder a new receive Registration Rights with respect to such Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this WarrantShares.

Exercise of Warrants. To exercise the Warrants in whole or in part, the Holder shall deliver to the Company at its principal office (a) a written notice of the Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 5,000 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall use its best efforts to secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrant.

Exercise of Warrants. To Upon the exercise of any Warrants after the Warrants in whole or in partEffective Date, the Holder shall deliver to Company will pay the Company at Representative and the Co-Manager, as principal and not in its principal office representative capacity, a fee of four percent (a4%) a written notice of the Holder's election to exercise this Warrant, which notice shall specify difference between the number of shares of Common Stock to be purchased, (b) cash or a certified check payable to the Company in an amount equal to initial offering price and the aggregate purchase exercise price of the number of shares of Common Stock being purchased, and Warrants if: (ci) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name market price of 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 Company's Stock is greater than 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 exercise price of the Warrants on the date such notice is received of exercise; (ii) the exercise of the Warrants was solicited by a member of the Company NASD; (iii) the Warrants are not held in a discretionary account; (iv) the disclosure of compensation arrangements has been made in documents provided to customers, both as aforesaid. If this Warrant shall have been exercised only in part, part of the Company shall, original offering and at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing exercise; (v) the rights solicitation of the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request exercise of the Holder, appropriate notation may Warrants was not in violation of Regulation M promulgated under the Exchange Act; and (vi) the solicitation of the exercise of the Warrants is in compliance with NASD Notice to Members 81-38. The warrant solicitation fee is to be made on this Warrant and received only by brokers designated in writing by the same returned to the HolderCompany. The Company shall pay all expenses, taxes and other charges payable in connection with agrees not to solicit the preparation, issue and delivery exercise of such stock certificates and new Warrants, except that, in case such stock certificates any Warrants through brokers or new Warrants shall be registered in a name or names dealers other than through the name of Representative and the Holder, funds sufficient to pay all stock transfer taxes Co-Managers provided that are payable upon the issuance of such stock certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure not be required to pay the listing Representative or the Co-Managers any solicitation fee as to any Warrants solicited solely by the Company without any action on the part of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject the Representative and the Co-Managers and provided the Company is permitted by applicable laws to official notice of issuance upon so solicit the exercise of this Warrant) and shall maintain, so long as the Warrants. The Company will not authorize any other shares dealer to engage in such solicitation without the prior written consent of Common Stock shall the Representative and the Co-Managers. The exercise of the Warrants other than through the Representative and the Co-Managers will be so listed, such listing of all shares of Common Stock from time presumed to time issuable be unsolicited unless the customer has indicated in writing that the transaction was not unsolicited and has designated the broker/dealer which is to receive compensation for the exercise. The warrant solicitation fee to be paid upon the exercise of this Warrantthe warrants will not be paid before (12) twelve months after the effective date of the offering.

Exercise of Warrants. To exercise The registered holder of each Warrant shall have the Warrants right, which may be exercised as in whole or in partsuch Warrant expressed, the Holder shall deliver to purchase from the Company at its principal office (aand the Company shall issue and sell to such registered holder) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased[Shares][Warrant Securities] specified in such Warrants, (b) cash or a certified check payable upon surrender to the Company Company, at the office in an amount equal _________________________ of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the aggregate purchase price Warrant Agent for the account of the Company of the warrant exercise price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of shares [Shares][Warrant Securities] in respect of Common Stock being purchasedwhich such Warrant is then exercised. Payment of such warrant exercise price may be made in cash, or by certified check or bank draft or bank wire transfer, or postal or express money order, payable in United States dollars [or applicable currency], to the order of the Warrant Agent. No adjustment shall be made for any dividends on any [Shares][Warrant Securities] issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and (c) this Warrant. The payment of the warrant exercise price as aforesaid, the Company shall as promptly as practicableissue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in any event within 20 days thereafter, execute and deliver such name or cause to be executed and delivered, in accordance with names as such noticeregistered holder may designate, a certificate or certificates representing for the aggregate number of shares full [Shares][Warrant Securities] so purchased upon the exercise of Common Stock specified such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a [Share][Warrant Securities] otherwise issuable upon such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticesurrender. 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 [Shares][Warrant Securities] as of the date of the surrender of such notice is received by Warrants and payment of the Company warrant exercise price as aforesaid. If this Warrant shall have been exercised only in part; provided, the Company shallhowever, that if, at the time date of delivery surrender of said such Warrants and payment of such warrant exercise price, the transfer books for the [Shares][Warrant Securities] purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such warrant exercise price shall be effective to constitute the person so designated to be named therein as the holder of record of such [Shares][Warrant Securities] on such date, but shall be effective to constitute such person as the holder of record of such [Shares][Warrant Securities] for all purposes at the opening of business on the next succeeding day on which the transfer books for the [Shares][Warrant Securities] purchasable upon the exercise of such Warrants shall be opened, and the certificates for the [Shares][Warrant Securities] in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate or certificates, deliver to the Holder a new Warrant evidencing the for such [Shares][Warrant Securities]. The rights of purchase represented by the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant Warrants shall in all other respects be identical to this Warrant, orexercisable, at the request election of the Holderregistered holders thereof, 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 either as an entirety 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon for part only of the exercise [Shares][Warrant Securities] specified therein and, in the event that any Warrant is exercised in respect of less than all of the [Shares][Warrant Securities] specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of [Shares][Warrant Securities] specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this WarrantSection and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. To exercise The Exercise Price may be paid in cash or by check to the Warrants order of the Company, or any combination of cash or check, subject to adjustment as provided in Article 7 hereof. Upon surrender of the Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price (as hereinafter defined) for the Shares purchased, at the Company's executive offices (currently located at 2656 South Loop West, Suite 103, Xxxxxxx, XX 00000), xxx xxxxxxxxxx xxxxxr of a Warrant Certificate ("Holder" or "Holders") shall be entitled to receive a certificate or certificates for the Shares so purchased. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder hereof, in whole or in partpart (but not as to fractional shares of the Common Stock). In the case of the purchase of less than all the Shares purchasable under any Warrant Certificate, the Holder Company shall cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate of like tenor for the balance of the Shares to be purchased thereunder. Notwithstanding anything in this Warrant to the Company at its principal office (a) a written notice contrary, in no event shall the Holder of the Holder's election this Warrant be entitled to exercise this Warrant, which notice shall specify Warrant to purchase a number of shares of Common Stock in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates prior to be purchasedsuch exercise, and (bii) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of 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 purchasedmade, would result in beneficial ownership by the Holder and (c) this Warrantits affiliates of more than 4.9% of the outstanding shares of Common Stock. The Company For purposes of the immediately preceding sentence, beneficial ownership shall as promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause to be executed and delivered, determined in accordance with such noticeSection 13(d) of the Securities Exchange Act of 1934, a certificate or certificates representing the aggregate number of shares of Common Stock specified in such noticeas amended, and Regulation 13D-G thereunder. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request opinion of the Holder, appropriate notation may 's legal counsel shall be made on this Warrant and the same returned to conclusive in calculating 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrant's beneficial ownership.

Exercise of Warrants. To exercise The Warrants may be exercised prior to the Expiration Date (as hereinafter defined) at the Exercise Price at any time and from time to time subject to the limits on ownership of the Company stock set forth in the Company Charter and the provisions of this Section 2.4. The Warrants in whole or in partshall expire at 5:00 p.m., New York City time, on March 2, 2001 (the Holder shall deliver "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its principal office (a) a written notice address set forth in Section 4.5, together with the Election to Purchase duly completed and executed, accompanied by payment in full, as set forth below, to the Company of the Holder's election Exercise Price for each Warrant Share with respect to exercise this Warrant, which notice such Warrants are being exercised. Such Exercise Price shall specify the number of shares of Common Stock to be purchased, paid in full by (bi) cash or a certified check payable to the Company or a wire transfer in same day funds in an amount equal to the aggregate purchase price of Exercise Price multiplied by the number of shares Warrant Shares then being purchased or (ii) delivery to the Company of that number of Common Stock Shares having a Market Value equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased. In the alternative, and (c) this Warrant. The Company shall as promptly as practicablethe Holder of a Warrant Certificate may exercise its right to purchase some or all of the Warrant Shares subject to such Warrant Certificate, and in on a net basis, such that, without the exchange of any event within 20 days thereafterfunds, execute and deliver or cause such Holder receives that number of Warrant Shares subscribed to be executed and delivered, in accordance with pursuant to such notice, a certificate or certificates representing Election to Purchase less that number of Common Shares having an aggregate Market Value on the Exercise Date equal to the aggregate Exercise Price that would otherwise have been paid by such Holder for the number of shares Warrant Shares subscribed to pursuant to such Election to Purchase (a "Net Cashless Exercise"). Notwithstanding any other provision of Common Stock specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and this Agreement, no Warrant Shares shall be issued in the name respect of the any exercise of a Warrant by any 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the extent that the ownership or right to acquire Warrant Shares pursuant to such exercise by such Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrant.would:

Exercise of Warrants. To exercise The registered holder of each Warrant shall have the Warrants right, which may be exercised as in whole or in partsuch Warrant expressed, the Holder shall deliver to purchase from the Company at its principal office (aand the Company shall issue and sell to such registered holder) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchasedShares specified in such Warrants, (b) cash or a certified check payable upon surrender to the Company Company, at the office in an amount equal _____________________________ of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the aggregate purchase price Warrant Agent for the account of the Company of the warrant exercise price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of shares Shares in respect of Common Stock being purchasedwhich such Warrant is then exercised. Payment of such warrant exercise price may be made in cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and (c) this Warrant. The payment of the warrant exercise price as aforesaid, the Company shall as promptly as practicableissue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in any event within 20 days thereafter, execute and deliver such name or cause to be executed and delivered, in accordance with names as such noticeregistered holder may designate, a certificate or certificates representing for the aggregate number of shares full Shares so purchased upon the exercise of Common Stock specified such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticesurrender. 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 Shares as of the date of the surrender of such notice is received by Warrants and payment of the Company warrant exercise price as aforesaid. If this Warrant shall have been exercised only in part; PROVIDED, the Company shallHOWEVER, that if, at the time date of delivery surrender of said such Warrants and payment of such warrant exercise price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such warrant exercise price shall be effective to constitute the person so designated to be named therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate or certificates, deliver to the Holder a new Warrant evidencing the for such Shares. The rights of purchase represented by the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant Warrants shall in all other respects be identical to this Warrant, orexercisable, at the request election of the Holderregistered holders thereof, 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 either as an entirety 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon for part only of the exercise Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this WarrantSection and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. To The purchase price per Share to be paid by Holder for Shares subject to the Warrants shall be $10.00, subject to adjustment as set forth in Section 11 of this Agreement (the “Exercise Price”). Holder may exercise the Warrants evidenced by a Warrant Certificate in whole or in partpart at any time from the Issue Date until the Expiration Time by delivering to the Secretary of the Company (i) the Warrant Certificate; (ii) a written notice to the Company specifying the number of Shares with respect to which Warrants are being exercised; and (iii) a check for the full amount of the aggregate Exercise Price of the Shares being acquired. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Shares pursuant to the exercise of any of the Warrants and shall have no obligation to settle such Warrants exercise unless a registration statement under the Securities Act of 1933, as amended (the “Act”) with respect to the Shares is effective, subject to the Company’s satisfying its obligations under Section 14 to use its best efforts. In the event that a registration statement with respect to the Shares underlying the Warrants is not effective under the Act, the Holder shall deliver not be entitled to exercise the Warrants and the Warrants may have no value and expire worthless. In no event will the Company at its principal office (a) a written notice of the Holder's election be required to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (b) net cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon settle the exercise of this Warrantthe Warrants. Warrants may not be exercised by, or securities issued to, any Holder in any state in which such exercise would be unlawful.

Exercise of Warrants. To exercise The registered holder of each Warrant shall have the Warrants right, which may be exercised as in whole or in partsuch Warrant expressed, the Holder shall deliver to purchase from the Company at its principal office (aand the Company shall issue and sell to such registered holder) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchasedShares specified in such Warrant, (b) cash or a certified check payable upon surrender to the Company Company, at the office in an amount equal of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the aggregate purchase price Warrant Agent for the account of the Company of the Warrant Exercise Price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of shares Shares in respect of Common Stock being purchasedwhich such Warrant is then exercised. Payment of such Warrant Exercise Price may be made in cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and (c) this Warrant. The payment of the Warrant Exercise Price as aforesaid, the Company shall as promptly as practicableissue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in any event within 20 days thereafter, execute and deliver such name or cause to be executed and delivered, in accordance with names as such noticeregistered holder may designate, a certificate or certificates representing for the aggregate number of shares full Shares so purchased upon the exercise of Common Stock specified such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticesurrender. 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 Shares as of the date of the surrender of such notice is received by Warrants and payment of the Company Warrant Exercise Price as aforesaid. If this Warrant shall have been exercised only in part; provided, the Company shallhowever, that if, at the time date of delivery surrender of said such Warrants and payment of such Warrant Exercise Price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate or certificates, deliver to the Holder a new Warrant evidencing the for such Shares. The rights of purchase represented by the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant Warrants shall in all other respects be identical to this Warrant, orexercisable, at the request election of the Holderregistered holders thereof, 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 either as an entirety 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon for part only of the exercise Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time before the Expiration Date of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this WarrantSection and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. To exercise a. Upon surrender of this Warrant with the Warrants Form of Election to Purchase attached hereto duly completed and signed to the Company, at its address set forth in whole Section 11 hereof, and upon payment and delivery of the Exercise Price per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the United States of America, in cash, by certified or official bank check to the Company, or with a reduction in partthe aggregate principal amount of notes of the Company or any of the Company’s subsidiaries made in favor of the Warrant Holder (as specified by the Warrant Holder in the Form of Election to Purchase), the Company shall promptly issue and deliver to or, upon the written order of the Warrant Holder, in such name or names as the Warrant Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become the holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. In the event that the Warrant Holder chooses to exercise this Warrant by reducing the aggregate principal amount of notes made by the Company or any of its subsidiaries in favor of the Warrant Holder, the Warrant Holder shall deliver the original note to the Company at (provided that the Warrant Holder has complied with all applicable terms of any escrow agreement pursuant to which the notes are being held). In addition to issuing the Warrant Shares as described above, the Company shall, or shall cause its subsidiary to, issue a new note to the Warrant Holder with an aggregate principal office (a) a written notice amount equal to the aggregate principal amount of the Holder's election original note less the exercise price of the Warrant attributable to exercise this Warrant, which notice shall specify such note. In the number event that the Date of Exercise (as defined below) is prior to the date that the Company has increased it authorized shares of Common Stock to accommodate the exercise of the Warrants, the Warrant Holder agrees that the Warrant Holder will not be purchased, (b) cash or a certified check payable entitled to receive the Warrant Shares issuable to him upon such exercise until such time as the Company in an amount equal to the aggregate purchase price of the has increased its number of authorized shares of Common Stock being purchasedto accommodate the exercise of the Warrants, and (c) this Warrant. The Company shall provided that, as promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing practicable after the aggregate number of date the Company has increased its authorized shares of Common Stock specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 accommodate the issuance of such stock certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this WarrantWarrant Shares, the Company shall secure issue such number of Warrant Shares as the listing Warrant Holder would have been entitled to receive on the Date of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this WarrantExercise.

Exercise of Warrants. To The Exercise Price and the number of Shares issuable upon exercise of Warrants are subject to adjustment upon the Warrants occurrence of certain events,pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, and in whole or addition to the right to surrender warrants without any cash payment as set forth in partsubsection (c) below, the each Holder shall deliver have the right, which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company at its principal office (a) a written notice of the Holder's election to exercise Exercise Price, as adjusted in accordance with the provisions of Section 8 of this WarrantAgreement, which notice shall specify for the number of shares Shares in respect of Common Stock to which such Warrants are then exercised. No adjustment shall be purchasedmade for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price, (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, shall issue and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause to be executed delivered with all reasonable dispatch, but in no event later than three trading days following such surrender and deliveredpayment, to or upon the written order of the Holder of such Warrants and in accordance with such noticename or names as such Holder may designate, a certificate or certificates representing for the aggregate number of shares full Shares so purchased upon the exercise of Common Stock specified such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticesurrender. 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 Shares as of the date such notice is received by of the Company surrender of Warrants and payment of the Exercise Price as aforesaid. If this Warrant shall have been exercised only in part; provided, the Company shallhowever, that if, at the time date of delivery surrender of said certificate or certificatessuch Warrants, deliver to the Holder a new Warrant evidencing transfer books for the rights of the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant shall in all or other respects be identical to this Warrant, or, at the request class 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrantsuch Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part in increments of 100 Shares and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered.

Exercise of Warrants. To exercise the Warrants in whole or in part, the Holder shall deliver Units may be purchased upon surrender to the Company at its principal the office (a) a written notice or agency of the Holder's election to exercise this WarrantWarrant Agent in the City of New York, which notice shall specify the number of shares of Common Stock to be purchased, (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing evidencing the aggregate number Warrants to be exercised, together with the form of shares of Common Stock specified election to purchase on the reverse thereof duly filled in such notice. The stock certificate or certificates so delivered shall be in and signed, which signature shall, if the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall Units are to be issued in the name of a person other than the Holder of the Warrant, be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (as defined in and determined in accordance with the provisions of Section 9 hereof) for the number of Units in respect of which such other name as Warrants are then being exercised. Payment of the aggregate Exercise Price shall be designated made by certified or cashiers check, or by any combination thereof. Subject to Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered, with all reasonable dispatch, to or upon the written order of the Holder and in such noticename or names as the Holder may designate, (i) a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with a check, as provided in Section 11 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender, and (ii) a certificate or certificates for the number of full Series C Warrants so purchased upon the exercise of such Warrants, with no fractional Series C Warrants issuable upon such surrender. Such certificate or certificates representing Warrant Shares or Series C Warrants, as the case may be, 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 Warrant Shares or Series C Warrants, as the case may be, as of the date of the surrender of such notice Warrants and payment of the Exercise Price, as aforesaid; provided, however, that if such Warrants are surrendered, and the Exercise Price is received paid, on a Saturday, Sunday or other day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close, the certificates for the Warrant Shares or Series C Warrants, as the case may be, in respect of which such Warrants are then exercised shall be issuable as of the next succeeding Monday, Tuesday, Wednesday, Thursday or Friday on which such banking institutions are not so authorized or obligated to close (whether before or after the Expiration Date) and which is a day on which the Common Stock transfer books of the Company are open. The rights of purchase represented by the Company as aforesaid. If this Warrant Warrants shall have been exercised only in part, the Company shallbe exercisable, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights election of the Holder to purchase the remaining shares of Common Stock provided for by this WarrantHolders thereof, which new Warrant shall either 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 full 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon in part and, in the exercise event that a certificate evidencing Warrants is exercised in respect of less than all of the Units specified therein at any time prior to the expiration of such Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificates pursuant to the provisions of this Warrantsubsection and of subsection 2.2 hereof and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant certificates duly executed on behalf of the Company for such purpose.

Exercise of Warrants. To exercise This Warrant may be exercised by the Warrants Holder, in whole or in part, subject to the provisions hereof (but not as to a fractional share of Common Stock), by (a) surrender of this Warrant at the principal office of the Company located at 625 X. Xxxxxxx Xxxxxx Xxxx, Suite 400, Lafayette, Louisiana 70508 (or such other office or agency of the Company as may be designated by notice in writing to the Holder shall deliver at the address of such Holder appearing on the books of the Company) with the appropriate form attached hereto duly executed, at any time within the period beginning _____________, 1999 and expiring at 5:00 p.m. Lafayette, Louisiana time on _____________ [five years from date hereof] (the "Exercise Period") and (b) payment to the Company at its principal office (a) a written notice by certified check or bank draft of the Exercise Price for such shares. The Company agrees that the shares of Common Stock so purchased shall be and are deemed to be issued to the Holder and/or the Holder's election designee as the record owner of such shares of Common Stock as of the close of business on the date on which the Warrant is surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to exercise this WarrantSection 2G, shall be delivered to the Holder no later than 10 days after the date on which notice shall specify the Warrants have been so exercised, and, unless the Warrants have expired, a new Warrant representing the number of shares of Common Stock to be purchased, (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation systemStock, if any, upon in respect of which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock Warrant has not been exercised also shall be so listed, delivered to the Holder within such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warranttime.

Exercise of Warrants. To exercise The registered holder of each Warrant shall have the Warrants right, which may be exercised as in whole or in partsuch Warrant expressed, the Holder shall deliver to purchase from the Company at its principal office (aand the Company shall issue and sell to such registered holder) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchasedShares specified in such Warrants, (b) cash or a certified check payable upon surrender to the Company Company, at the office in an amount equal _______________ of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the aggregate purchase price Warrant Agent for the account of the Company of the Warrant Exercise Price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of shares Shares in respect of Common Stock being purchasedwhich such Warrant is then exercised. Payment of such Warrant Exercise Price may be made in cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and (c) this Warrant. The payment of the Warrant Exercise Price as aforesaid, the Company shall as promptly as practicableissue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in any event within 20 days thereafter, execute and deliver such name or cause to be executed and delivered, in accordance with names as such noticeregistered holder may designate, a certificate or certificates representing for the aggregate number of shares full Shares so purchased upon the exercise of Common Stock specified such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such noticesurrender. 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 Shares as of the date of the surrender of such notice is received by Warrants and payment of the Company Warrant Exercise Price as aforesaid. If this Warrant shall have been exercised only in part; provided, the Company shallhowever, that if, at the time date of delivery surrender of said such Warrants and payment of such Warrant Exercise Price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate or certificates, deliver to the Holder a new Warrant evidencing the for such Shares. The rights of purchase represented by the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant Warrants shall in all other respects be identical to this Warrant, orexercisable, at the request election of the Holderregistered holders thereof, 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 either as an entirety 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon for part only of the exercise Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Expiration Date of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this WarrantSection and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. To exercise The warrants may be exercised by the Warrants Holder, in whole or in partpart (but not as to a fractional share of Common Stock), by surrender of this Warrant Certificate at the principle office of the Company at 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX X0X 0X0 (or such other office or agency of the Company as may be designated by notice in writing to the Holder shall deliver at the address of such Holder appearing on the books of the Company), with the appropriate form attached duly exercised, at any time within the period beginning one day after the Holder's subscription for Units (each Unit consisting of one share of no par value Common Stock of the Company at $0.25 per share) was accepted by the Company, and expiring on that date which is exactly two years and one day after the Holder's subscription for Units was accepted by the Company (the "Exercise Period") and by payment to the Company at its principal office (a) a written notice by certified check or bank draft of the Holder's election to exercise this Warrant, which notice shall specify purchase price for such shares. The Company agrees that the number of shares of Common Stock so purchased shall be and are deemed to be purchased, (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, 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 specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of 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 as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing as the rights of the Holder to purchase the remaining shares of Common Stock provided 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing record owner of such shares of Common Stock upon each national securities exchange or automated quotation systemas of the close of business on the date on which the Warrant Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate, if any, upon which shares of Common Stock are then listed (subject that shall not have been exercised shall also be delivered to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, the Holder within such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warranttime.

Exercise of Warrants. To exercise the Warrants in whole or in part, the Holder shall deliver Warrant Shares may be purchased upon surrender to the Company at its principal the office (a) a written notice or agency of the Holder's election to exercise this WarrantWarrant Agent in the City of New York, which notice shall specify the number of shares of Common Stock to be purchased, (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing evidencing the aggregate number Warrants to be exercised, together with the form of shares of Common Stock specified election to purchase on the reverse thereof duly filled in such notice. The stock certificate or certificates so delivered shall be in and signed, which signature shall, if the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall Warrant Shares are to be issued in the name of a person other than the Holder of the Warrant, be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (as defined in and determined in accordance with the provisions of Sections 9 and 10 hereof) for the number of Warrant Shares in respect of which such other name as Warrants are then being exercised. Payment of the aggregate Exercise Price shall be designated made by certified or cashiers check, or by any combination thereof. Subject to Section 7 hereof, upon such surrender of warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered, with all reasonable dispatch, to or upon the written order of the Holder and in such noticename or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with a check, as provided in Section 11 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. 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 Warrant Shares as of the date of the surrender of such notice Warrants and payment of the Exercise Price, as aforesaid; provided, however, that if such Warrants are surrendered, and the Exercise Price is received paid, on a Saturday, Sunday or other day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the next succeeding Monday, Tuesday, Wednesday, Thursday or Friday on which such banking institutions are not so authorized or obligated to close (whether before or after the Expiration Date) and which is a day on which the Common Stock transfer books of the Company are open. The rights of purchase represented by the Company as aforesaid. If this Warrant Warrants shall have been exercised only in part, the Company shallbe exercisable, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights election of the Holder to purchase the remaining shares of Common Stock provided for by this WarrantHolders thereof, which new Warrant shall either 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 full 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 certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon in part and, in the exercise event that a certificate evidencing Warrants is exercised in respect of less than all of the Warrant Shares specified therein at any time prior to the expiration of such Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificates pursuant to the provisions of this Warrantsubsection and of subsection 2.2 hereof and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant certificates duly executed on behalf of the Company for such purpose.