Common use of Exercise Clause in Contracts

Exercise. Payment of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable to the order of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fraction.

Exercise. Payment of Each Warrant may be exercised by the Registered Holder thereof at any time after the Warrant Price may be made at is detached from the option of Unit and is separately traded, (the Holder by: (i) certified or official bank check payable Initial Exercise Date), but not after the Warrant Expiration Date, upon the terms and subject to the order of conditions set forth herein and in the Company, (ii) wire transfer of immediately available funds Warrant Certificate. The Warrants shall be exercisable during such period on each business day that an applicable registration statement with respect to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon exercise is effective. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise of this Warrant, which shall be valued and credited toward treated for all purposes as the total Warrant Price due the Company for holder of those securities upon the exercise of the Warrant based upon as of the Fair Market Value thereofclose of business on the Exercise Date. All shares of Common Stock issuable upon As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of this a Warrant pursuant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the terms hereof person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder); provided, however, that prior to the date of issuance of such certificates the Warrant Agent shall be validly issued and, upon verify clearance of the checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant Price, shall be fully paid and nonassessable shares clearance of Common Stock determined as provided herein. For purposes hereofthe funds received, the "Fair Market Value" of a share of Common Stock as of a particular date Warrant Agent shall promptly remit the payment received for the Warrant (the "Determination DateWarrant Proceeds") shall mean: (a) If to the Company's Common Stock is traded on Company or as the American Stock Exchange or another national exchange or is quoted on Company may direct in writing. The Company may at any time during business hours, examine the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average records of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) belowWarrant Agent, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence including its ledger of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant original Warrant Certificates returned to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable Warrant Agent upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fraction.

Exercise. Payment This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price may Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made at the option of the Holder by: (i) by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) wire transfer such fraction of immediately available funds a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the account of Holder certificates for the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which within ten business days after such exercise and the person exercising shall be valued and credited toward deemed to be the total Warrant Price due the Company for the exercise holder of record of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof such exercise. No warrant granted herein shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded exercisable after 5:00 p.m. Eastern Standard Time on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market second anniversary of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionissuance.

Exercise. Payment This Warrant may be exercised, in whole at any time or in part from time to time, commencing on August 21, 1998 and prior to 5:00 P.M., Eastern Standard Time on December 31, 1998, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price may Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made at the option of the Holder by: (i) by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) wire transfer such fraction of immediately available funds a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the account of Holder certificates for the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which within ten business days after such exercise and the person exercising shall be valued and credited toward deemed to be the total Warrant Price due the Company for the exercise holder of record of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof such exercise. No warrant granted herein shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded exercisable after 5:00 p.m. Eastern Standard Time on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market third anniversary of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionissuance.

Exercise. Payment of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable to the order of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant Subject to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the Warrants, evidenced by this Warrant Certificate, may be exercised at the Exercise Price in whole or in part at any time during the period (the "Fair Market Value" Exercise Period") commencing on the date hereof and terminating on the five year anniversary of a share the date of Common Stock as grant (the "Expiration Date"). The Exercise Period may also be extended by the Company's Board of a particular Directors. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Determination Exercise Date") of the surrender to the Company at its principal offices of this Warrant Certificate with the exercise form attached hereto executed by the Registered Holder and accompanied by payment to the Company, in cash, wire transfer, or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. In lieu of payment of the Exercise Price in cash, the Registered Holder shall mean: have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified above in exchange for the number of Shares equal to the product of (a) If the number of shares to which the Warrants are being exercised multiplied by (b) a fraction, the numerator of which is the Market Price (as defined below) of the Company's Common Stock common stock less the Exercise Price and the denominator of which is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital such Market of The Nasdaq Stock Market, Inc. Price (a "NasdaqCashless Exercise"). As used herein, then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then term "Market Price" at any date shall be deemed to be the average of the closing bid and asked last reported sale prices reported for the last 20 business fifteen (15) trading days immediately preceding as officially reported by the Determination Date. (c) Except as provided in clause (d) belowprincipal securities exchange on which the Company's common stock is listed or admitted to trading during said period, or, if the Company's Common Stock common stock is not publicly tradedlisted or admitted to trading on any national securities exchange during said period, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect average closing bid price of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass common stock on the matter to be decided. (d) If Nasdaq Stock Market System or reported on the Determination Date is the date of a liquidationNASD's OTC Bulletin Board or, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to if the Company's chartercommon stock is not quoted on Nasdaq or the OTC Bulletin Board, then all amounts to be payable per share to holders as determined in good faith by resolution of the Common Stock pursuant to the charter in the event Board of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect Directors of the Common Stock in liquidation under Company, based on the charter, assuming for best information available to it. The person entitled to receive the purposes of this clause (d) that all of the shares of Common Stock then Shares issuable upon exercise of a Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the holder of such Warrant are outstanding at Shares as of the Determination close of business on the Exercise Date. The Company shall not be required obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of Common Stock upon exercise of any Warrantno value whatsoever. As to any fraction of a share which If more than one Warrant shall be exercised at one time by the Holder of one or more Warrantssame Registered Holder, the rights under number of full Shares which are exercised in shall be issuable on exercise thereof shall be computed on the same transaction, would otherwise be entitled to purchase upon basis of the aggregate number of full shares issuable on such exercise. Promptly, and in any event within ten business days after the Exercise Date, the Company shall pay an amount in cash equal cause to be issued and delivered to the Fair Market Value per share person or persons entitled to receive the same, a certificate or certificates for the number of Common Stock Warrant Shares deliverable on such exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the Registered Holder thereof to any of the rights of shareholders or to any dividend declared on the Shares unless the Registered Holder shall have exercised the Warrants and thereby purchased the Warrant Shares prior to the record date for the determination of exercise multiplied by holders of Shares entitled to such fractiondividend or other right.

Exercise. Payment This Warrant may be exercised, in whole at any time or in part from time to time, commencing on August 18, 1998 and prior to 5:00 P.M., Eastern Standard Time on August 18, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant Price may Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made at the option of the Holder by: (i) by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) wire transfer such fraction of immediately available funds a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the account of Holder certificates for the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which within ten business days after such exercise and the person exercising shall be valued and credited toward deemed to be the total Warrant Price due the Company for the exercise holder of record of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof such exercise. No warrant granted herein shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded exercisable after 5:00 p.m. Eastern Standard Time on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market third anniversary of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionissuance.

Exercise. Payment This Warrant may be exercised, in whole at any time or in part from time to time, commencing on July 1, 1998 and prior to 5:00 P.M., Eastern Standard Time on June 30, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant Price may Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made at the option of the Holder by: (i) by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder 2 is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) wire transfer such fraction of immediately available funds a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the account of Holder certificates for the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which within ten business days after such exercise and the person exercising shall be valued and credited toward deemed to be the total Warrant Price due the Company for the exercise holder of record of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof such exercise. No warrant granted herein shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded exercisable after 5:00 p.m. Eastern Standard Time on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market third anniversary of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionissuance.

Exercise. Payment of the Warrant Price may be made at the option of the Holder by: (i) A Managing Underwriters' Warrant Holder may exercise a Managing Underwriters' Warrant, in whole or in part, to purchase Underlying Shares or Underlying Warrants, or both, in such amounts as may be elected upon surrender of such Managing Underwriters' Warrant Certificate with the subscription form thereon duly executed, to the Company at its corporate office at 10 Ixxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000, xxgether with the full Underlying Share Purchase Price for each Underlying Share to be purchased and the full Underlying Warrant Purchase Price for each Underlying Warrant to be purchased, in lawful money of the United States, or by certified check or official bank check draft payable in United States Dollars to the order of the Company, Company and upon compliance with and subject to the conditions set forth herein. (ii) wire transfer Upon receipt of immediately available funds a Managing Underwriters' Warrant Certificate with the subscription form thereon duly executed and accompanied by payment of the Underlying Share Purchase Price for the number of Underlying Shares and/or the Underlying Warrant Purchase Price for the number of Underlying Warrants for which such Managing Underwriters' Warrant is then being exercised, the Company, subject to (iii) In case a Managing Underwriters' Warrant Holder shall exercise a Managing Underwriters' Warrant with respect to less than all of the Underlying Shares and/or Underlying Warrants that may be purchased pursuant to such Managing Underwriters' Warrant, the Company will execute a new Managing Underwriters' Warrant Certificate, as represented by a warrant certificate substantially in the form attached hereto as Exhibit A, exercisable for the balance of the Underlying Shares and/or Underlying Warrants that may be purchased upon exercise of such Managing Underwriters' Warrant and deliver such new Managing Underwriters' Warrant Certificate to the account Managing Underwriters' Warrant Holder. Managing Underwriters' Warrant Certificates shall be executed on behalf of the Company by the Company's Chairman of the Board, President or any Vice President and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary. (iiiiv) A Managing Underwriters' Warrant shall be deemed to have been exercised immediately prior to the surrender close of business on the Exercise Date, and cancellation of a the person entitled to receive Underlying Shares and/or Underlying Warrants and any Managing Underwriters' Warrant Certificate representing the unexercised portion of shares Common Stock issuable such Managing Underwriters' Warrant deliverable upon such exercise of this Warrant, which shall be valued treated for all purposes as the holder of such Underlying Shares, Underlying Warrants and credited toward the total unexercised Managing Underwriters' Warrant Price due the Company for the upon such exercise as of the Warrant based upon the Fair Market Value thereof. All shares close of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded business on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Exercise Date. (bv) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid The Company covenants and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder agrees that it will pay when due and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education payable any and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to taxes that may be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes issue of this clause (d) that all Managing Underwriters' Warrant or the issue of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Dateany Underlying Securities. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer of a Managing Underwriters' Warrant or of any Underlying Security to a person other than the Managing Underwriters' Warrant Holder at the time of surrender, and until the payment of such tax, shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionUnderlying Security.

Exercise. Payment Each Junior Management Initial Investor desiring to exercise its Junior Management Option shall send a written commitment within three (3) business days after the furnishing of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable Liquidity Event Notice to the order Company and to each holder of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date Option-Eligible Shares (the "Determination DateOption-Eligible Share Sellers") shall mean: specifying the number of Junior Management Option-Eligible Shares which such Junior Management Initial Investor desires to purchase (a) If each Junior Management Initial Investor who so elects to exercise the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. (Junior Management Option being referred to herein as an "NasdaqExercising Purchaser"). Each Junior Management Initial Investor who has not so elected to exercise his or her Junior Management Option shall be deemed to have waived all of his or her rights with respect to such Junior Management Option, then the average closing and his or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average her Junior Management Option shall terminate upon consummation of the closing bid Liquidity Event. In the event that an Exercising Purchaser elects to purchase less than the total number of Junior Management Option- Eligible Shares which are subject to his or her Junior Management Option, such Junior Management Investor shall be deemed to have waived all of his or her rights with respect to the remaining Junior Management Option-Eligible Shares, and asked prices reported his or her Junior Management Option shall terminate as to the remaining Junior Management Option- Eligible Shares upon consummation of the Liquidity Event. The exercise by each Exercising Purchaser shall be irrevocable except as hereinafter provided, and each such Exercising Purchaser shall be bound and obligated to acquire such amount of Junior Management Option-Eligible Shares as such Exercising Purchaser shall have specified in such Exercising Purchaser's written commitment. If at the end of the one hundred twentieth (120th) day following the date on which the Liquidity Event Notice was given the Liquidity Event has not been consummated, each Exercising Purchaser shall be released from his or her obligations under the written commitment, the Liquidity Event Notice shall be null and void, the Junior Management Options shall remain in full force and effect and it shall be necessary for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) belowa separate Liquidity Event Notice to have been furnished, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or terms and provisions of this Section 5.1 separately complied with, in order to consummate a Liquidity Event, unless the absence of agreement failure to consummate the Liquidity Event resulted from any failure by arbitration any Junior Management Investor to comply in accordance any material respect with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes terms of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionSection 5.1.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may he exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 4(b) and 5 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Price may Agent. The person entitled to receive the securities deliverable upon such exercise shall be made at treated for all purposes as the option holder of such securities as of the Holder by: (i) certified close of business on the Exercise Date. As soon as practicable on or official bank after the Exercise Date and in any event within five business days after having received authorization from the Company, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrant, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If In addition to the Company's Common Stock is not traded on method of payment set forth in Section 4(a) and in lieu of any cash payment required thereunder, the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average Registered Holder(s) of the closing bid Warrants shall have the right at any time and asked prices reported for from time to time to exercise the last 20 business days immediately preceding the Determination Date. (c) Except as provided Warrants in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree full or in the absence of agreement part by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the surrendering shares of Common Stock then issuable upon exercise or this Warrant in the manner and at the place specified in Section 4(a) as payment of the Warrant are outstanding at aggregate Purchase Price per share for the Determination DateWarrants to be exercised. The Company shall not be required to issue a fractional share number of Warrants or shares of Common Stock upon exercise to be surrendered in payment of any Warrant. As the aggregate Purchase Price for the Warrants to any fraction be exercised shall be determined by multiplying the number of a share which Warrants to be exercised by the Holder of one or more WarrantsPurchase Price per share, and then dividing the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay product thereof by an amount in cash equal to the Fair Market Value per share of Common Stock on the date that all documents and instruments required to be delivered or surrendered to the Company for exercise of the Warrant have been so delivered or surrendered. (c) The Company shall not be required to issue fractional shares upon the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by such fractionthe then current Fair Market Value of a share of Common Stock.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the applicable Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 4 and 8 hereof and in the applicable Warrant Certificate). A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Warrant Price may be made at the option Company, of an amount in lawful money of the Holder by: United States of America equal to the Applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within three business days after such date, if any Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock and Class A Warrants Certificates, if applicable, deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Applicable Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If At any time upon the exercise of any Warrants after the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representatives or their successors or assigns of the exercise of any such Warrants and shall commencing one (1) year from the date hereof, on a weekly basis (subject to collection of funds constituting the tendered Applicable Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the Representatives an amount equal to 10% of the Exercise Price for each Warrant being then exercised which was solicited by the Representatives or one of the underwriters participating in this offering, unless the Representatives shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representative's Warrants, in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 3(b) during any week that such amounts payable are less than $ 1,000 and the Warrant Agent's Common Stock is obligation to make such payments shall be suspended until the amount payable aggregates $ 1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Dateless frequently than monthly. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required obligated to issue a any fractional share of Common Stock interests or fractional warrant interests upon the exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be rounded up to the next full share or Warrant. As to , as the case may be, any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise less than one-half shall be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractioneliminated.

Exercise. Payment (a) Warrants in denominations of two or whole number multiples thereof may be exercised at any time commencing with the Initial Warrant Exercise Date, and ending at the close of business on the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. Warrants shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrants, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Warrant Price may be made at the option Company, of an amount in lawful money of the Holder by: United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If At any time upon the exercise of any Warrants after one (1) year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representative, and its successors or assigns, of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the Representative (so long as the Representative solicited the exercise of such Warrants as indicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), an amount equal to five percent (5%) of the Purchase Price of such Warrants being then exercised unless (1) the Representative shall have notified the Warrant Agent that the payment of such amount with respect to such Warrants is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable state securities of "blue sky" laws, or (2) the Warrants are those underlying the Representative's Warrants, or (3) the market price of the Common Stock on the subject Exercise Date is lower than the Purchase Price, or (4) the Warrants are held in a discretionary account, or (5) the Warrants are exercised in an unsolicited transaction, in any of which events the Warrant Agent shall pay such amount to the Company; provided that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's Common Stock is obligation to make such payments shall be suspended until the amount payable aggregate $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Dateless frequently than monthly. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock shares upon the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX") or is traded on The Nasdaq National Market Value per (" Nasdaq/NM"), the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants on whichever of such exchanges or Nasdaq/NM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on either the NYSE or the AMEX and is not traded on Nasdaq/NM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the average of the last reported closing bid and asked prices (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX, and is not traded on Nasdaq/NM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such fractionexchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (5) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally accepted accounting principles, consistently applied.

Exercise. Payment Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Warrants may only be exercised for purchase of whole shares of Common Stock. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Registered Holders thereof, either in full or from time to time in part. Warrants may be exercised upon surrender to the Company at the principal office of the Warrant Price may be made at the option Agent, of the Holder by: certificate or certificates evidencing the Warrants to be exercised (i) certified or official bank check payable except as otherwise provided herein), together with the form of election to purchase on the reverse thereof duly filled in and signed and upon payment to the order of the Company, (ii) wire transfer of immediately available funds to Warrant Agent for the account of the Company or (iii) of the surrender and cancellation of a portion purchase price for the number of shares of Common Stock issuable on exercise of the Warrants then being exercised. Payment of the aggregate purchase price shall be made in cash or by certified or official bank check. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise of this Warrant, which shall be valued and credited toward treated for all purposes as the total Warrant Price due the Company for holder of those securities upon the exercise of the Warrant based upon as of the Fair Market Value thereofclose of business on the Exercise Date. All shares of Common Stock issuable upon As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of this a Warrant pursuant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (5) business days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the terms hereof person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall be validly issued and, upon instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up Purchase Price pursuant to such Warrants. Upon the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction Warrant and clearance of a share which the Holder of one or more Warrantsfunds received, the rights under which are exercised in Warrant Agent shall promptly remit the same transaction, would otherwise be entitled payment received for the Warrant to purchase upon such exercise, the Company shall pay an amount or as the Company may direct in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionwriting.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the Warrant Price may close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be made exercised at one time by the option same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the Holder by: aggregate number of full shares of Common Stock 7 issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Exercise Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If The Company shall engage National as a Warrant solicitation agent, and, at any time upon the exercise of any Warrants after one year from the date hereof, the Company shall instruct the Warrant Agent to, and the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify National of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Exercise Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to National an amount equal to five percent (5%) of the Exercise Price of such Warrants then being exercised unless National shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the Nasdaq or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representative's Warrants in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's Common Stock is obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not traded less frequently than monthly. Notwithstanding the foregoing, National shall be entitled to receive the commission contemplated by this Section 4(b) as Warrant solicitation agent only if: (i) National has provided actual services in connection with the solicitation of the exercise of a Warrant by a Registered Holder and (ii) the Registered Holder exercising a Warrant affirmatively designates in writing on the American Stock Exchange or another national exchange or exercise form on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average reverse side of the closing bid and asked prices reported for Warrant Certificate that the last 20 business days immediately preceding the Determination Dateexercise of such Registered Holder's Warrant was solicited by National. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon shares on the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the 8 same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair Market Value per then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to unlisted trading privileges on one or move national securities exchanges and/or is quoted through the Nasdaq Stock Market, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants on whichever of such exchanges or stock market had the highest daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange and is not quoted through the Nasdaq Stock Market, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by such fractionthe National Quotation Bureau, Inc. (or any successor) on the last business day prior to the date of exercise of the Warrants; or (3) If neither clause (1) nor clause (2) immediately above is applicable, the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the Warrant Price may close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be made exercised at one time by the option same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the Holder by: aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If At any time upon the Company's Common Stock is not traded exercise of any Warrants after one year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within two business days (i) National has provided actual services in connection with the solicitation of the exercise of a Warrant by a Registered Holder and (ii) the Registered Holder exercising a Warrant affirmatively designates in writing on the American Stock Exchange or another national exchange or exercise form on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average reverse side of the closing bid and asked prices reported for Warrant Certificate that the last 20 business days immediately preceding the Determination Dateexercise of such Registered Holder's Warrant was solicited by National. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall (1) If the Common Stock is listed, or admitted to unlisted trading privileges on the AMEX or on any other national securities exchange, or is traded on Nasdaq, the current market value of a fractional share of Common Stock upon shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on the AMEX or on any Warrant. As to any fraction other national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise multiplied of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on the AMEX or on any other national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by such fraction.the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be

Exercise. Payment of the Warrant Price (a) This Equity Rights Certificate may be made exercised in whole by the Registered Holder at any time during the Exercise Period by surrendering this Equity Rights Certificate (together with a written notice specifying the specific securities described in the definition of "Securities" for which this Equity Rights Certificate is being exercised, duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney), at the option of the Holder by: (i) certified or official bank check payable to the order principal office of the Company, (ii) wire transfer or at such other office or agency as the Company may designate. If such written notice of immediately available funds exercise is not delivered prior to the account expiration of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of Exercise Period, then this Warrant, which Equity Rights Certificate shall be valued and credited toward deemed to have been exercised, as of the total Warrant Price due time immediately prior to the Company expiration of the Exercise Period, for the exercise securities described in clause ii(d) of the Warrant based upon the Fair Market Value thereof. All shares definition of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the Securities."Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If The Company shall notify the Registered Holder of the definitive terms of any proposed Subsequent Event as soon as such terms are agreed upon or as soon as reasonably practicable thereafter. The Registered Holder shall provide notice of its irrevocable election to exercise its rights referred to in Section 2(a) above within thirty (30) days of receipt of notice of such proposed Subsequent Event by the Company; provided, however, that such election may be revoked in the event that the applicable Subsequent Event fails to close within a reasonable time following the delivery of such notice of election by the Registered Holder. The failure of either party to deliver the notices set forth above shall not impair the Registered Holder's Common Stock is not traded on right to exercise this Equity Rights Certificate during the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average Exercise Period for any of the closing bid and asked prices reported for securities described in the last 20 business days immediately preceding the Determination Datedefinition of "Securities," which it is otherwise eligible to receive. (c) Except The exercise of this Equity Rights Certificate shall be deemed to have been exercised immediately prior to the close of business on the day on which this Equity Rights Certificate shall have been surrendered to the Company as provided in clause Section 2(a) above (d) belowor immediately prior to the close of business on the day this Equity Rights Certificate is otherwise deemed to be exercised as provided in Section 2(a), as applicable). At such time (or thereafter immediately upon termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, if appxxxxxxx), xxx xxxson or persons in whose name or names any securities shall be issuable upon such exercise as provided in Section 2(d) below shall be deemed to have acquired such securities and to have become the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence record owner of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decidedsuch securities. (d) If As soon as practicable after the Determination Date is the date exercise of a liquidationthis Equity Rights Certificate, dissolution or winding up, or and in any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause within ten (d10) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisedays thereafter, the Company shall pay an amount at its expense will cause to be issued in cash equal to the Fair Market Value per share of Common Stock on name of, and delivered to, the date of exercise multiplied Registered Holder, or as such Registered Holder (upon payment by such fractionRegistered Holder of any applicable transfer taxes) may direct, a certificate or certificates (or other documents, as appropriate) representing the securities to which such Registered Holder shall be entitled.

Exercise. Payment (a) Each Warrant shall entitle the Holder thereof to purchase, for each Warrant evidenced thereby, a number of shares of Common Stock equal to the Warrant Exercise Rate in effect immediately prior to the close of business on the relevant Exercise Date, subject to Section 3.06, at an exercise price equal to (for the avoidance of doubt, whether or not such Warrant is exercised during the Bonus Share Period) $ per Warrant (the “Exercise Price”). Holders may exercise all or a portion of their Warrants or choose not to exercise any Warrants at all, or may otherwise sell or transfer their Warrants, in each case, in their sole and absolute discretion. Any Warrant exercised with an Exercise Date that is not in the Bonus Share Period will not be entitled to any Bonus Share Fraction. (b) The Company will make a public announcement via press release of the Warrant Price may be made at the option of the Holder by: Bonus Share Expiration Date (i) certified or official bank check payable at least 20 Business Days prior to such date, in the order case of the Company, Company setting a Bonus Share Expiration Date and (ii) wire transfer of immediately available funds prior to market open on the account of Bonus Share Expiration Date in the Company or (iii) the surrender and cancellation case of a portion Bonus Share Price Condition. (c) The number of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the in respect of any exercise of this Warrants represented by a Global Warrant pursuant to the terms hereof shall be validly issued anddetermined by the Depository (or, upon payment of as may be agreed from time to time between the Calculation Agent and the Company, the Calculation Agent) in accordance with this Agreement; and provided further, however, that in the event the Company disagrees in good faith with any such calculation, the Company’s calculation shall be determinative and final and binding on the Warrant PriceAgent, shall be fully paid the Calculation Agent and nonassessable the Holders. The number of shares of Common Stock issuable in respect of any exercise of Warrants represented through the Company’s direct registration system or the Warrant Agent’s other book-entry procedures shall be determined by the Warrant Agent (or, as provided herein. For purposes hereofmay be agreed from time to time between the Calculation Agent and the Company, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date"Calculation Agent) shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Associationthis Agreement; and provided further, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidationhowever, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter that in the event of the Company disagrees in good faith with any such liquidationcalculation, dissolution or winding up, plus all other amounts to the Company’s calculation shall be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of determinative and final and binding on the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more WarrantsAgent, the rights under which are exercised in Calculation Agent and the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionHolders.

Exercise. Payment Only following the ratification and approval of this Warrant by the stockholders of the Company (the “Stockholder Approval”) and subject to the terms and conditions hereof [, including, without limitation, the vesting provisions set forth in Section 5 below], this Warrant Price may be made at the option of exercised by the Holder by: on any day on or after the date hereof (the “Issuance Date”) in whole or in part (except as provided under Section 11 below), by (i) certified or official bank check payable to delivery of a written notice, in the order form attached hereto as Exhibit A (the “Subscription Notice”), of the CompanyHolder’s election to exercise this Warrant, (ii) delivery of this Warrant, and (iii) payment to the Company of an amount equal to the Stock Purchase Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds funds. Execution and delivery by the Holder of an Exercise Notice with respect to the account less than all of the Warrant Shares shall be deemed to be a request by such Holder to cancel the original Warrant and issue a new Warrant evidencing the right to purchase the remaining number of Warrant Shares, which request shall be satisfied by the Company or pursuant to Section 8(c) below. Promptly following the date on which the Company has received each of the Subscription Notice, the Warrant and the Aggregate Exercise Price (iii) the surrender and cancellation of “Exercise Delivery Documents”), the Company shall issue a portion certificate for the number of shares of Common Stock issuable to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. No fractional shares of Common Stock are to be issued upon such the exercise of this Warrant, which shall be valued and credited toward but rather the total Warrant Price due the Company for the exercise number of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all stamp or similar issue or transfer taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon the exercise of this Warrant pursuant to Warrant; provided, that the terms hereof Holder shall be validly issued and, upon payment required to pay any such tax that may be payable in respect of the Warrant Price, shall be fully paid and nonassessable any issue or delivery of shares of Common Stock determined as provided hereinin any name other than that of the Holder. For purposes hereofSubject to Section 11, this Warrant shall expire ten (10) years after the Issuance Date or, if such date falls on a Saturday, Sunday, or U.S. federal holiday, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 next such business days immediately preceding the Determination Dateday. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date1 To be completed. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fraction.

Exercise. Payment Subject to the terms hereof: the Warrants, evidenced by this Warrant Certificate, may be exercised at the Exercise Price in whole or in part at any time during the period (the “Exercise Period”) commencing on August 9, 2007 as contemplated by the Amendment, Consent and Waiver and terminating at the close of business on December 6, 2007 (the “Expiration Date”). The Exercise Period may also be extended by the Company’s Board of Directors. A Warrant shall be deemed to have been exercised in immediately prior to the close of business on the date (the “Exercise Date”) of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable surrender to the order Company at its principal offices of this Warrant Certificate with the exercise form attached hereto executed by the Registered Holder and accompanied by payment to the Company, (ii) wire transfer in cash or by official bank or certified check, of immediately available funds an amount equal to the account aggregate Exercise Price, in lawful money of the Company or (iii) United States of America. The person entitled to receive the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then Shares issuable upon exercise of a Warrant or Warrants (“Warrant Shares”) shall be treated for all purposes as the holder of such Warrant are outstanding at Shares as of the Determination close of business on the Exercise Date. The Company shall not be required obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or script or cash with respect thereto, but, if Company elects not to issue a fractional share share, the Company will pay a cash adjustment in respect of Common Stock upon exercise of any Warrant. As to any fraction of a share Warrant Share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay issuable in an amount in cash equal to the Fair Market Value per share same fraction of Common Stock the amount by which the market price of a Share on the date of exercise multiplied exceeds the Exercise Price, such market price to be determined in good faith by the Board of Directors of the Company. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such fractionexercise. Promptly, and in any event within ten business days after the Exercise Date, the Company shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the Registered Holder thereof to any of the rights of shareholders or to any dividend declared on the Shares unless the Registered Holder shall have exercised the Warrants and thereby purchased the Warrant Shares prior to the record date for the determination of holders of Shares entitled to such dividend or other right.

Exercise. Payment (1) Subject to the limitation set forth in Subsection 4.1(2) and Section 4.5, holders of Share Purchase Warrants may at any time prior to the Expiry Time exercise the right thereby conferred to be issued Exchangeable Shares by surrendering to the Trustee at its principal office in Toronto, Ontario or to any other person or at any other place designated by SMTC Canada with the approval of the Warrant Price may be made Trustee, during normal business hours on a business day at the option of the Holder by: (i) certified or official bank check payable to the order of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall meanplace: (a) If a certified cheque or bank draft payable to SMTC Canada in the Company's Common Stock is traded on amount of the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market Exercise Price in respect of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date.each Exchangeable Share to be issued; (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date.Share Purchase Warrant Certificate evidencing such Share Purchase Warrants; and (c) Except a duly completed and executed notice of exercise substantially in the form set out in Appendix 1 to such Share Purchase Warrant Certificate, provided such notice is also given to SMTC Canada by either the Warrantholder or the Trustee by delivering to SMTC Canada a copy of such documents. Notwithstanding the foregoing, a holder may exercise the Share Purchase Warrants by delivering to the Trustee a facsimile transmission of the Share Purchase Warrant Certificate(s) evidencing such Share Purchase Warrants together with a duly completed and executed notice of exercise in the form set out in Appendix 1 to such Share Purchase Warrant Certificate(s) provided that the original Share Purchase Warrant Certificate(s) and notice of exercise are received by the Trustee or other person as provided may be designated herein within three business days of the date of such facsimile transmission. (2) Any certified cheque or bank draft, Share Purchase Warrant Certificate or notice of exercise referred to in clause (dSubsection 4.1(1) belowwill be deemed to have been surrendered only on personal delivery thereof to, or, if sent by mail or other means of transmission, on actual receipt thereof by, the Company's Common Stock Trustee or one of the other persons at the office or one of the other places specified in Subsection 4.1(1), provided however that if exercise is not publicly tradedmade by facsimile transmission as set out in Subsection 4.1(1), then the Share Purchase Warrant Certificate and executed notice of exercise will be deemed to be surrendered as of the Holder date of the facsimile transmission only in the event that the original Share Purchase Warrant Certificate and executed notice are received by the Trustee or other person as designated herein within three business days of the date of the facsimile transmission. (3) Any notice of exercise referred to in Subsection 4.1(1) must be signed by the Warrantholder, or such Warrantholder’s executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Trustee, acting reasonably, and, if any Exchangeable Shares thereby issuable are to be issued to a person or persons other than the Warrantholder and must specify the name or names and the Company agree address or addresses of each such person or persons and the number of Exchangeable Shares to be issued to each such person if more than one is so specified. (4) Any issuance of Exchangeable Shares upon exercise of Share Purchase Warrants must be in accordance with applicable law (as determined by SMTC Canada). (5) The holder of any Share Purchase Warrant Certificate who wishes to exercise the Share Purchase Warrants evidenced by such Share Purchase Warrant Certificate may exercise less than all of such Share Purchase Warrants and in the absence case of agreement by arbitration any such partial exercise shall be entitled to receive, without charge therefor, a Share Purchase Warrant Certificate, in form, signed and certified in accordance with the rules then in effect provisions of Article 2, evidencing the American Arbitration Association, before a single arbitrator to number of Share Purchase Warrants held by the Warrantholder which remain unexercised. Such Share Purchase Warrant Certificate will be chosen from a panel of persons qualified delivered by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant Trustee to the Company's charter, then all amounts to be payable per share to holders of holder concurrently with the Common Stock pursuant to certificates representing the charter in the event Exchangeable Shares issued on partial exercise of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more holder’s Share Purchase Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fraction.

Exercise. Payment (a) The Warrants will become exercisable on their issuance. The exercise of the Warrants in accordance with this Agreement shall only be permitted during the Exercise Period. Warrants shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date. The exercise form shall be executed by the Warrant Price may Holder thereof or his attorney duly authorized in writing and shall be made at delivered together with payment to the option Company, in cash or by official bank or certified check, of an amount in lawful money of the Holder by: (i) certified or official bank check payable United States of America to the order of the Company, (ii) wire transfer of immediately available funds Company in an amount equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant aggregate Exercise Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) The Company shall not be obligated to issue any fractional share interests in Warrant Shares. If Warrants represented by more than one Warrant Certificate shall be exercised at one time by the Company's Common Stock is not traded same Warrant Holder, the number of full Warrant Shares which shall be issuable on exercise thereof shall be computed on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average basis of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Dateaggregate number of full Warrant Shares issuable on such exercise. (c) Except as provided in clause (d) below, if The person entitled to receive the Company's Common Stock is not publicly traded, then number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the Warrant Holder as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within 30 days after such date, the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education shall issue and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant deliver to the Company's charterperson or persons entitled to receive the same, then all amounts to a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share made in respect of the Common Stock in liquidation under the chartercash dividends, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the if any, on Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon Shares deliverable on exercise of any Warrant. As to any fraction of a share which Following the Holder of one or more Warrants, determination by the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exerciseCompany that collected funds have been received, the Company shall pay issue share certificates representing the number of Warrant Shares purchased by the Warrant Holder. No issuance of Warrant Shares shall be made unless there is an amount effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and registration or qualification of the Warrant Shares, or an exemption therefrom has been obtained from state or other regulatory authorities in cash equal the jurisdiction in which such Warrant Shares are sold. The Company is authorized to refuse to honor the Fair Market Value per share exercise of Common Stock on any Warrant if such exercise would result, in the date opinion of exercise multiplied by such fractionthe Company upon advice of counsel, in the violation of any law.

Exercise. Payment Subject to the provisions of Sections 5 and 8, the Warrants when evidenced by a Warrant Price Certificate, may be made exercised at a price (the option "Exercise Price") of $6.00 per share of Common Stock in whole or in part at any time during the Holder by: period (ithe "Exercise Period") certified or official bank check payable to commencing the order date (the "Initial Exercise Date") of the Company's Prospectus and terminating on __________________________, 2001 (ii) wire transfer of the "Expiration Date"). A Warrant shall be deemed to have been exercised immediately available funds prior to the account close of business on the date (the "Exercise Date") of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon Certificate. The exercise form shall be executed by the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant Registered Holder or his attorney duly authorized in writing and will be delivered together with payment to the terms hereof shall be validly issued andWarrant Agent at its corporate offices (the "Corporate Office"), upon payment in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Price, shall Shares may not be fully paid and nonassessable shares of Common Stock determined issued as provided herein. For purposes hereof, the "Fair Market Value" person entitled to receive the number of a share Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of Common Stock such Warrant Shares as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded close of business on the American Stock Exchange or another national exchange or is quoted on Exercise Date. In addition, the Global SelectWarrant Agent shall also, Global or Capital Market of The Nasdaq Stock Marketat such time, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) verify that all of the shares conditions precedent to the issuance of Common Stock then issuable upon exercise Warrant Shares, set forth in Section 5, have been 3 4 satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 5 are not satisfied as of the Exercise Date, the Warrant are outstanding at Agent shall request written instructions from the Determination DateCompany as to whether to return the Warrant and pertinent Exercise Price payment to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall not be required obligated to issue a any fractional share interests in Warrant Shares issuable or deliverable on the exercise of Common Stock upon any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Warrant Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full Warrant Shares issuable on such exercise. Within fifteen (15) days after the Exercise Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. As Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to any fraction the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of a share which certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of one or more Warrantsthe Warrants at any time as the absolute owner thereof for all purposes, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, and the Company shall pay an amount in cash equal not be affected by any notice to the Fair Market Value per share contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock on prior to the record date fixed by the Board of exercise multiplied by Directors of the Company for the determinations of holders of Common Stock entitled to such fractiondividend or other right.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the Warrant Price may close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be made exercised at one time by the option same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the Holder by: aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Exercise Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If The Company shall engage National as a Warrant solicitation agent, and, at any time upon the Company's Common Stock is not traded exercise of any Warrants after one year from the date hereof, the Company shall instruct the Warrant Agent to, and the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify National of the exercise of any such Warrants and shall, on a (i) National has provided actual services in connection with the solicitation of the exercise of a Warrant by a Registered Holder and (ii) the Registered Holder exercising a Warrant affirmatively designates in writing on the American Stock Exchange or another national exchange or exercise form on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average reverse side of the closing bid and asked prices reported for Warrant Certificate that the last 20 business days immediately preceding the Determination Dateexercise of such Registered Holder's Warrant was solicited by National. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon shares on the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair Market Value per then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is quoted on the OTC Bulletin Board, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by such fractionthe OTC Bulletin Board on the last business day prior to the date of exercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. Payment (a) Warrants in denominations of two or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Warrant Price may be made at the option Company, of an amount in lawful money of the Holder by: United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than two or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if two or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any two or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If At any time upon the exercise of any Warrants [after one year and one day from the date hereof], the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representative, its successors or assigns of the exercise of any such Warrants and shall, on a weakly basis (subject to collection of funds constituting the tendered Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the Representative an amount equal to five percent (5%) of the Purchase Price of such Warrants being then exercised unless the Representative shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representative's Warrants in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's Common Stock is obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Dateless frequently than monthly. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon shares on the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair Market Value per current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on the NYSE or the AMEX, or is traded on the NASDAQ (NMS), the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants on whichever of such exchanges or NASDAQ (NMS) had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NASDAQ (NMS), but is quoted or reported on NASDAQ, the current market value of a share of Common Stock shall be the average of the representative closing bid and asked prices (or the last sale price, if then reported by NASDAQ) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants as quoted or reported on NASDAQ, as the case may be; or (3) If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is traded on NASDAQ (NMS) or quoted or reported on NASDAQ, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such fractionexchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NASDAQ (NMS) or quoted or reported on NASDAQ, but is traded in the over-the-counterm market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (5) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NASDAQ (NMS) or quoted or reported on NASDAQ, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principals, consistently applied.

Exercise. Payment No issuance of Warrant Shares shall be made unless there is an effective registration statement under the 1933 Act, and registration or qualification of the Warrant Price Shares, or an exemption therefrom, has been obtained from state or other regulatory authorities in the jurisdiction in which such Warrant Shares are sold. The Company may be made at required to deliver a prospectus that satisfies the option requirements of the Holder by: with delivery of the Warrant Shares and must have a registration statement (ior a post-effective amendment to an existing registration statement) certified or official bank check payable effective under the 1933 Act in order for the Company to comply with any such prospectus delivery requirements. The Company will advise the order Warrant Agent of the status of any such registration statement under the 1933 Act and of the effectiveness of the Company, (ii) wire transfer 's registration statement or lapse of immediately available funds effectiveness. The Company will provide to the account Warrant Agent written confirmation of all such registration or qualification, or an exemption therefrom, when requested by the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such Warrant Agent. The exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration Warrants in accordance with this Agreement shall only be permitted during the rules then Exercise Period. Warrants shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date. The exercise form shall be executed by the Registered Owner thereof or the Registered Owner's attorney duly authorized in effect writing and shall be delivered together with payment to the Company in cash or by official bank or certified check, of an amount in lawful money of the American Arbitration AssociationUnited States of America. Such payment shall be in an amount equal to the Exercise Price as hereinabove defined. The Company shall redeliver, before a single arbitrator as soon as possible, the certificate representing the Warrant and exercise form to the Warrant Agent. The person entitled to receive the number of Warrant Shares deliverable on such exercise shall be chosen from a panel treated for all purposes as the Registered Owner of persons qualified by education and training to pass such Warrant Shares as of the close of business on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Exercise Date. The Company shall not be required obligated to issue a any fractional share interests in Warrant Shares. If Warrants represented by more than one Warrant Certificate shall be exercised at one time by the same Registered Owner, the number of Common Stock upon full Warrant Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full Warrant Shares issuable on such exercise. As soon as practicable on or after the Exercise Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares deliverable on exercise of any Warrant. As The Warrant Agent shall promptly notify the Company in writing of any exercise. The Warrant Agent shall not deliver any Warrant Shares until it has received from the Company in writing verification that the aggregate exercise price for the Warrant Shares has been paid in full to any fraction the Company and has cleared. Following a determination by the Warrant Agent that collected funds have been received, the Warrant Agent shall issue share certificates representing the number of Warrant Shares purchased by the Registered Owner. Expenses incurred by the Warrant Agent, including administrative costs, and the standard fees imposed by the Warrant Agent for the Warrant Agent's services, shall be paid by the Company and shall be deducted from the Escrow Account prior to distribution of funds to the Company. The Warrant Agent shall render to the Company, at the completion of the Exercise Period, a share which complete accounting setting forth the Holder number of one or more Warrants exercised, the identity of persons exercising such Warrants, the rights under which are exercised in number of Warrant Shares issued and all expenses incurred by the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionWarrant Agent.

Exercise. Payment Each Warrant may be exercised by the Registered Holder thereof at any time on or prior to the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as the Company may be made direct in writing. If at the option time of the Holder by: exercise of any Warrant (i) certified the market price of the Common Stock is greater than the then exercise price of the Warrant, (ii) the exercise of the Warrant is solicited by a member of the National Association of Securities Dealers, Inc. ("NASD") and the soliciting member is designated in writing by the holder of the Warrants as the NASD member soliciting the exercise, (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the exercise of the Warrant is not in violation of Rule 101 of Regulation M (as such rule or official bank any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then such member shall be entitled to receive from the Company following exercise of each of the Warrants so exercised a fee of five percent (5%) of the aggregate exercise price of the Warrants so exercised (the "Solicitation Fee"). The procedures for payment of the Exercise Fee are as follows: (i) The Company hereby authorizes and instructs the Warrant Agent to deliver to any member of the NASD, the Solicitation Fee, if payable, in respect of each exercise of Warrants, promptly after receipt by the Warrant Agent from the Company of a check payable to the order of such member in the Company, (ii) wire transfer amount of immediately available funds such Solicitation Fee. In the event that a Solicitation Fee is paid to the account of a member with respect to a Warrant which the Company or (iii) the surrender and cancellation Warrant Agent determines is not properly completed for exercise or in respect of which the member is not entitled to a portion of shares Common Stock issuable upon Solicitation Fee, the member will return such exercise of this Warrant, Solicitation Fee to the Warrant Agent which shall be valued and credited toward forthwith return such fee to the total Warrant Price due Company. The Company may at any time during business hours examine the Company for the exercise records of the Warrant based upon the Fair Market Value thereof. All shares Agent, including its ledger of Common Stock issuable upon the exercise of this original Warrant pursuant certificates returned to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable Agent upon exercise of Warrants. Notwithstanding any provision to the Warrant are outstanding at contrary, the Determination Date. The Company shall provisions of this paragraph may not be required to issue a fractional share modified, amended or deleted without the prior written consent of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionCompany.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the Warrant Price may close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be made exercised at one time by the option same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the Holder by: aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon shares on the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair Market Value per then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by such fractionthe National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. Payment Warrants may be exercised at any time during the period (the “Exercise Period”) beginning at 9:00 a.m. New York City time on the Business Day immediately following the date on which the Warrant Agreement is entered into and ending at 5:00 p.m. New York City time on the Expiration Date. In order to exercise all or any of the Warrants represented by this Warrant Price may be made at Certificate, the option of the Holder by: (i) certified or official bank check payable holder must deliver to the order Warrant Agent at its Corporate Trust Office set forth in the Warrant Agreement this Warrant Certificate and the form of election to purchase on the Companyreverse hereof duly completed, (ii) wire transfer of immediately available funds and upon payment to the Warrant Agent for the account of the Company or (iii) of the surrender Exercise Price in the manner set forth in the Warrant Agreement for the number of Warrant Shares in respect of which such Warrants are then exercised. No Warrant may be exercised after 5:00 p.m., New York City time, on the Expiration Date, and cancellation to the extent not exercised by such time the Warrants shall become void. Notwithstanding the foregoing, if the holder has elected to be subject to the Beneficial Ownership Limitation Provisions, as described in Section 1.11 of a portion of shares Common Stock issuable upon such exercise the Securities Purchase Agreement, the holder of this Warrant, which Warrant shall not be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All entitled to receive shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued andextent (but only to the extent) that such receipt would cause the holder to become, upon payment directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Warrant Price, shall be fully paid Exchange Act and nonassessable the rules and regulations promulgated thereunder) of a number of shares of Common Stock determined as provided herein. For purposes hereof, that exceeds the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all Maximum Percentage of the shares of Common Stock then issuable outstanding at such time. This limitation on beneficial ownership shall be terminated (a) upon exercise 61 days’ notice to the Company by the holder or (b) immediately on the date that is 30 days prior to the expiration of the Warrant are outstanding at Exercise Period of the Determination DateWarrants. The Company shall not be required to issue a fractional share Any purported delivery of shares of Common Stock upon exercise of any Warrant. As this Warrant shall be void and have no effect to any fraction of a share which the Holder of one or more Warrants, extent (but only to the rights under which are exercised extent) that such delivery would result in the same transaction, would otherwise be entitled to purchase upon such exercise, holder becoming the Company shall pay an amount in cash equal to beneficial owner of more than the Fair Market Value per share Maximum Percentage of the shares of Common Stock on outstanding at such time. If any delivery of shares of Common Stock owed to the date holder upon exercise of exercise multiplied by such fraction.this Warrant is not made, in whole or in part, as a result of this limitation, the Company’s obligation to make such

Exercise. Payment (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not later than the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Price may be made at Agent shall deposit the option proceeds received from the exercise of a Warrant, and promptly after clearance of checks received in payment of the Holder by: Purchase Price pursuant to such Warrants, cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of RAS or such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or as the Company may direct in writing. (b) If on the Exercise Date in respect of the exercise of any Warrant, (i) certified or official bank check payable to the order of the Company, current market value (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes in Section 10 hereof, the "Fair Market Value" ) of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on greater than the American Stock then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the NASD, (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended (as such regulation or another national exchange any successor regulation or is quoted on the Global Select, Global or Capital Market rule may be in effect as of The Nasdaq Stock Market, Inc. ("Nasdaq"such time of exercise), then the average closing or last sale priceWarrant Agent, respectively, reported for simultaneously with the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average receipt of the closing bid and asked prices reported proceeds of the exercise of the Warrant(s) so exercised shall pay from such proceeds, a fee of 5% of the Purchase Price to RAS (of which up to 1% may be re-allowed to the dealer who solicited the exercise). Within five days after exercise of a Warrant, the Warrant Agent shall send RAS a copy of the reverse side of each Warrant exercised. RAS shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, RAS may at any time during business hours, examine the last 20 business days immediately preceding records of the Determination Date. (c) Except as provided in clause (d) belowWarrant Agent, if including its ledger of original Warrant Certificates returned to the Company's Common Stock is Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not publicly tradedbe modified, then as amended or deleted without the Holder and the Company agree or in the absence prior written consent of agreement by arbitration RAS. Market price shall be determined in accordance with the rules then in effect provisions of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decidedSection 10. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fraction.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 4(b) and 5 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Price may Agent. The person entitled to receive the securities deliverable upon such exercise shall be made at treated for all purposes as the option holder of such securities as of the Holder by: (i) certified close of business on the Exercise Date. As soon as practicable on or official bank after the Exercise Date and in any event within five business days after having received authorization from the Company, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrant, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock shares upon the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current Fair Market Value per of a share of Common Stock on the date of exercise multiplied by such fractionStock.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the Warrant Price may close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be made exercised at one time by the option same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the Holder by: aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Exercise Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If The Company shall engage National as a Warrant solicitation agent, and, at any time upon the Company's Common Stock is not traded exercise of any Warrants after one year from the date hereof, the Company shall instruct the Warrant Agent to, and the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify National of the exercise of any such Warrants and (i) National has provided actual services in connection with the solicitation of the exercise of a Warrant by a Registered Holder and (ii) the Registered Holder exercising a Warrant affirmatively designates in writing on the American Stock Exchange or another national exchange or exercise form on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average reverse side of the closing bid and asked prices reported for Warrant Certificate that the last 20 business days immediately preceding the Determination Dateexercise of such Registered Holder's Warrant was solicited by National. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon shares on the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair Market Value per then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to unlisted trading privileges on one or more national securities exchanges and/or is quoted through the Nasdaq Stock Market, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants on whichever of such exchanges or stock market had the highest daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange and is not quoted through the Nasdaq Stock Market, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by such fractionthe National Quotation Bureau, Inc. (or any successor) on the last business day prior to the date of exercise of the Warrants; or (3) If neither clause (1) nor clause (2) immediately above is applicable, the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. Payment Subject to Section 10, this Warrant may be converted or exercised by Holder, in whole or in part (but not for less than 10% of the Warrant Price may be made Shares issuable under this Warrant, or the remaining Warrant Shares, if less than such amount), at any time and from time to time by surrender of this Warrant, together with the form of subscription at the option of end hereof duly executed by Holder, to the Holder by: (i) certified Company at its principal office and accompanied by payment in full, in cash or official bank by check payable to the order of the Company, (ii) wire transfer of immediately available funds to in the account amount of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant aggregate Purchase Price due the Company for the exercise Warrant Shares covered by such exercise. In lieu of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of exercising this Warrant pursuant to the terms hereof immediately preceding sentence, the Holder shall be validly issued andhave the right to require the Company to convert this Warrant, upon payment in whole or in part and at any time or times (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by the form conversion notice (in the form attached hereto as Exhibit B) which has been duly completed and signed. Upon exercise of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereofConversion Right, the "Fair Company shall deliver to the Holder (without payment by the Holder of any Purchase Price) that number of Warrant Shares which is equal to the quotient obtained by dividing (x) the value this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised determined by subtracting the aggregate Purchase Price for the Warrant (or such portion thereof being converted) immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Value" Price Per Share) of a that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Current Market Price Per Share of one share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant prior to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Conversion Right. Any references in this Warrant are outstanding at to the Determination Date. The Company "exercise" of any Warrants, and the use of the term "exercise" herein, shall not be required deemed to issue a fractional share of Common Stock upon include (without limitation) any exercise of any Warrantthe Conversion Right. As to any fraction of a share which In the Holder of one or more Warrantsevent this Warrant is not exercised in full, the rights under which are exercised Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the same transactionname of Holder, would otherwise be entitled to purchase upon reflecting such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionadjusted Warrant Shares.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant -------- shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Warrant Price may be made at the option Company of an amount in lawful money of the Holder by: United States of America equal to the applicable Purchase Price, have been received by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five (i5) certified business days after such date, the Warrant Agent, on behalf of the Company, shall cause to be issued to the person or official bank persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to Section 4(b) hereof, shall cause all payments in cash or by check made ------- payable to the order of the Company, (ii) wire transfer of immediately available funds to the account Company in respect of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall Purchase Price to be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on bank account or delivered to the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination DateCompany. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required obligated to issue a any fractional share of Common Stock interests or fractional warrant interests upon the exercise of any Warrant. As to any fraction of a share which the Holder of one Warrant or more Warrants, the rights under which are exercised nor shall it be obligated to issue scrip or pay cash in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash lieu of fractional interests. Any fraction equal to or greater than one-half ( 1/2) shall be rounded up to the Fair Market Value per next full share of Common Stock on or Warrant, as the date of exercise multiplied by such fractioncase may be. Any fraction less than one-half shall be eliminated.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Warrant Price may be made at the option Company, of an amount in lawful money of the Holder by: United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same, a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company and the Representative in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account Purchase Price, to be deposited promptly in the Company's bank account. (b) If at the time of exercise of any Warrant commencing one year after the Company or date of issuance (iiii) the surrender and cancellation market price of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on equal to or greater than the American Stock Exchange then Purchase Price of the Warrant, (ii) the exercise of the Warrant is solicited by the Representative or another national exchange or broker-dealer who is quoted on at such time is a member of the Global Select, Global or Capital Market National Association of The Nasdaq Stock MarketSecurities Dealers, Inc. ("NasdaqNASD"), (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the exercise of the Warrant is not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), then the average closing Representative shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised a fee (the "Exercise Fee") of five percent (5%) of the aggregate Purchase Price of the Warrants so exercised commencing in the second year following the date of issuance. Anything to the contrary in the foregoing notwithstanding, no Exercise Fee with respect to any Warrants exercised shall be payable to the Representative if the payment of the Exercise Fee with respect to such Warrants would be in violation of the General Rules and Regulations promulgated under the Exchange Act, or last sale pricethe rules and regulations of the NASD or applicable state securities or "blue sky" laws, respectively, reported or the Warrants are Common Stock Warrants underlying the Representative's Warrants. The procedures for payment of the last 20 business days immediately preceding the Determination Datewarrant solicitation fee are set forth in Section 5(c) below. (b1) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for Within ten (10) days after the last 20 business days immediately preceding day of each month commencing with ________, 1999, the Determination DateWarrant Agent will notify the Representative of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last month. The Company and Warrant Agent shall determine, in their sole and absolute discretion, whether a Warrant Certificate has been properly completed. The Warrant Agent will provide the Representative with such information in connection with the exercise of each Warrant as the Representative shall reasonably request. (c2) Except as provided The Company hereby authorizes and instructs the Warrant Agent to deliver to the Representative the Exercise Fee promptly after receipt by the Warrant Agent from the Company of a check payable to the order of the Representative in clause (d) belowthe amount of the Exercise Fee. In the event that an Exercise Fee is paid to the Representative with respect to a Warrant which the Company or the Warrant Agent determines is not properly completed for exercise or in respect of which the Representative is not entitled to an Exercise Fee, if the Representative will be instructed by the Warrant Agent to return such Exercise Fee to the Warrant Agent which shall forthwith return such fee to the Company's Common Stock is not publicly traded. While the Warrants are outstanding, then as the Holder Representative and the Company agree or in may at any time during business hours, examine the absence of agreement by arbitration in accordance with the rules then in effect records of the American Arbitration AssociationWarrant Agent, before a single arbitrator including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. Notwithstanding any provision to the contrary, the provisions of Section 4(b) and 4(c) may not be chosen from a panel modified, amended or deleted without the prior written consent of persons qualified by education and training to pass on the matter to be decidedRepresentative. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required obligated to issue a any fractional share of Common Stock interests or fractional warrant interests upon the exercise of any Warrant. As to any fraction of a share which the Holder of one Warrant or more Warrants, the rights under which are exercised nor shall it be obligated to issue scrip in the same transaction, would otherwise be entitled to purchase upon such exerciselieu of fractional interests. However, the Company shall pay the Registered Holder of any fractional warrant interest an amount in cash equal to based upon the Fair Market Value per share average of the high and low bid prices for the Common Stock on the NASD Electronic Bulletin Board (or if applicable The NASDAQ Stock Market) during the ten day trading period immediately preceding the date of exercise multiplied by such fractionexercise.

Exercise. Payment of (a) Any or all Warrants shall be exercisable only by the Registered Holder and only by delivery to the Warrant Price may be made at Agent on or after the option of Initial Exercise Date and on or before the Holder by: applicable Expiration Date (i) certified at the Corporate Agency Office (A) a written notice of such Registered Holder’s election to exercise Warrants, duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney (which, in the case of Warrants evidenced by a Warrant Certificate, shall be in the form set forth on the reverse of, or attached to, such Warrant Certificate and in the case of Warrants not evidenced by a Warrant Certificate, a notice containing substantially the same information required by such form), which notice shall specify the number of Warrants to be exercised by such Holder and (B) any Warrant Certificate evidencing such Warrants and (b) payment by official bank or certified check made payable to the order Company or by wire transfer of an amount equal to the applicable Exercise Price in good funds in accordance with the terms of this Agreement. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date when all of the conditions to exercise have been satisfied and the person entitled to receive the Ordinary Shares deliverable upon such exercise shall be treated for all purposes as the holder of those Ordinary Shares as of the close of business on such date, provided that the payment of the exercise price is cleared. As soon as practicable on or after the date of exercise, the Warrant Agent shall deposit the proceeds received from the exercise of any Warrant into a segregated account and shall notify the Company in writing of such exercise. Promptly following the clearance of payment of the Exercise Price, and in any event within five days after the date of such notice from the Warrant Agent (but only if the payment of the Exercise Price is cleared by that date), the Warrant Agent, on behalf of the Company, (ii) wire transfer of immediately available funds shall cause the Transfer Agent to issue and deliver to the account person or persons entitled to receive the same, the Ordinary Shares deliverable upon such exercise. The Warrant Agent shall remit any and all amounts received upon the exercise of Warrants (the "Warrant Proceeds") to the Company (or as the Company may direct in writing) promptly after the clearance of the Company funds and the issuance of the Ordinary Shares purchased. If fewer than all the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised shall be executed by the Company. The Warrant Agent shall countersign the new Warrant Certificate, registered in the name of the Registered Holder of the original Warrant Certificate, or as otherwise directed in writing by such Registered Holder and otherwise in accordance with the provisions of this Agreement, and shall deliver the new Warrant Certificate to the person or persons in whose name such new Warrant Certificate is so registered. (iiib) Notwithstanding the surrender and cancellation of a portion of shares Common Stock issuable upon such aforementioned, the following provisions will apply with respect to the exercise of this Warrant, which the Warrants held of record by the TASE Nominee (it being understood that these procedures would not apply to any Warrants held by the TASE Nominee through its account with The Depository Trust Company): (1) A Warrant shall be valued deemed to have been exercised immediately prior to the close of business on the date when all of the conditions to exercise set forth in paragraph (2) below have been satisfied and credited toward the total Warrant Price due TASE Nominee shall be treated for all purposes as the Company for holder of the Ordinary Shares deliverable upon the exercise of the Warrant based as of the close of business on such date. (2) In lieu of the procedures for exercise set forth in Section 4(a) above, the TASE Nominee may exercise its Warrants at any time on or after the Initial Exercise Date but not after the applicable Expiration Date by (i) delivery directly to the Company of an exercise notice (which may be in Hebrew) and in form agreed between the Company and the TASE Nominee and (ii) payment of the Exercise Price in NIS in accordance with the representative rate most recently published by the Bank of Israel prior to the date of exercise. The method of payment will be as agreed between the Company and the TASE Nominee. On the date of exercise or as soon as practicable thereafter, the TASE Nominee shall deliver for cancellation to the Company any Warrant Certificates evidencing the Warrants exercised; it being understood that any failure to deliver shall affect the validity of the exercise. (3) As soon as practicable on or after the date of exercise by the TASE Nominee, the Company shall notify the Warrant Agent in writing of the number of Warrants exercised by the TASE Nominee and shall deliver to the Warrant Agent any Warrant Certificates evidencing the Warrants exercised. The Warrant Agent shall promptly thereafter cause the Transfer Agent to issue and deliver to the TASE Nominee the Ordinary Shares deliverable upon such exercise and the Fair Market Value thereofWarrant Agent shall, if fewer than all Warrants evidenced by a Warrant Certificate were exercised, issue and deliver to the TASE Nominee a Warrant Certificate for any remaining unexercised Warrants evidenced by the Warrant Certificate being exercised. (c) The Warrants are not exercisable unless, at the time of exercise, the Company has a current prospectus covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, or such issuance is exempt under the and the Ordinary Shares have been registered, qualified or deemed to be exempt under the U.S. federal securities laws and under the securities or “blue sky” laws of the states of residence of the exercising U.S. holder of the Warrants. All shares The Company has filed a registration statement of Common Stock which the Prospectus is a part, which registration statement has been declared effective by the SEC, covering the issuance of the Warrants and the Ordinary Shares issuable upon the exercise of this Warrant pursuant the Warrants. The Company will in good faith and as expeditiously as reasonably possible, endeavor to maintain such registration statement effective and keep the Prospectus current. Unless notified to the terms hereof contrary by the Company or its counsel, the Warrant Agent shall be validly issued and, entitled to assume that it may issue Ordinary Shares upon payment the exercise of Warrants in compliance with all applicable federal and state securities laws. In no event shall the Registered Holder of a Warrant be entitled to receive any monetary damages if the issuance of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, Ordinary Shares underlying the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock Warrants is not traded on the American Stock Exchange covered by an effective registration statement or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decidedcurrent prospectus. (d) If Notwithstanding anything to the Determination Date contrary contained in this Agreement, in accordance with applicable TASE Directives and as long as the Company’s Ordinary Shares are traded on TASE, no exercise of Warrants will be permitted on the record date for the following events: (i) a distribution of bonus shares; (ii) a rights offering; (iii) a distribution of dividends; (iv) a unification of capital; (v) a stock split; or (vi) a reduction in capital (any of the foregoing “Company Event”). In addition, if the “X Date” (as such term is defined in the TASE Directives) occurs prior to the record date of a liquidationsuch Company Event, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon no exercise of the Warrant are outstanding at the Determination Warrants will be permitted on such X Date. The Company shall not be required “TASE Directives” means the directives, rules and regulations published by the TASE, as established from time to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractiontime.

Exercise. Payment (a) Warrants may be exercised commencing at any time on or after the Effective Date, but not after the Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Price may be Certificate representing such Warrant, with the Exercise Form thereon duly executed by the Registered Holder thereof with such Registered Holder's signature guaranteed, together with payment in cash or by bank or cashier's check made at the option of the Holder by: (i) certified or official bank check payable to the order of the Company, of an amount in lawful money, of the United States of America equal to the applicable Exercise Price, has been received in good funds by the Warrant Agent or the Company. If received by the Company, the Company shall deliver the original Warrant Certificate and Exercise Form to the Warrant Agent as soon as practicable. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the Company's bank account. (b) If any Warrants are exercised which exercise was solicited by a broker-dealer with whom the Company agreed in writing to pay a solicitation fee for exercise of the Warrant (a "Broker-Dealer"), then the soliciting Broker-Dealer shall be entitled to receive from the Company upon exercise of each of the Warrants so exercised, a fee of not less than six percent (6%) and not greater than ten percent (10%), the exact percentage to be determined by a separate agreement between the Company and the Broker-Dealer, of the aggregate price of the Warrants so exercised (the "Exercise Fee"); provided, that, at the time of exercise, (i) the market price of the Company's Common Stock is equal to or greater than the Exercise Price, (ii) wire transfer of immediately available funds to the account Broker-Dealer is a member of the Company or National Association of Securities Dealers, Inc., (iii) the surrender Warrant is not held in a discretionary account, unless prior specific written approval for exercise has been received by the Broker-Dealer from its customer, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and cancellation (v) the solicitation of a portion the Warrant is not in violation of shares Common Stock issuable upon such exercise Regulation M promulgated under the Securities Exchange Act of this Warrant1934, which shall be valued and credited toward as amended. Within five (5) days after the total end of each month, the Warrant Price due Agent will notify the Company of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last month. The Warrant Agent will provide the Company with such information, in connection with the exercise of each Warrant, as the Company shall reasonably request. In the event that an Exercise Fee is paid to a Broker-Dealer with respect to a Warrant based which was not properly completed for exercise or in respect of which such Broker-Dealer is not entitled to an Exercise Fee, such Broker-Dealer will return such Exercise Fee to the Company. (c) The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the Fair Market Value thereofexercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. All Any fractional interest shall be rounded up to the nearest whole figure. (d) Anything in this Section 4 notwithstanding, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission, and there shall be then effective, a registration statement under the Securities Act of 1933, as amended (the "Act") covering the offer and sale of the shares of Common Stock issuable upon the exercise of this such Warrant pursuant to the terms hereof shall be validly issued and, upon payment and such offer and sale of the Warrant Price, shall shares have been so registered or qualified or deemed to be fully paid and nonassessable shares exempt under the securities laws of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" state of a share residence of Common Stock as the holder of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datesuch Warrant. (be) If In addition, if it is required by law and upon instruction by the Company's Common Stock is not traded on , the American Stock Exchange or another national exchange or on Warrant Agent will deliver to each Registered Holder a prospectus that complies with the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average provisions of Section 5 of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except Securities Act, as provided in clause (d) belowamended, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator agrees to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of supply the Warrant are outstanding at the Determination Date. The Company shall not be required Agent with a sufficient number of prospectuses to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractioneffectuate that purpose.

Exercise. Payment of the Warrant Price may be made at the option of the Holder by: (i) A JMS Warrant Holder may exercise the JMS Warrants, in whole or in part, to purchase the Underlying Securities in such amounts as may be elected upon surrender of the JMS Warrant Certificates therefor with the subscription form thereon duly executed, to the Company at its corporate office at 3195 Centre Park Boulevard, Winsxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, xxxxxxxx xxxx xxx xxxx Xxxxxxxing Securities Purchase Price for each Underlying Security to be purchased, in lawful money of the United States, or by certified check or official bank check draft payable in United States dollars to the order of the Company, Company and upon compliance with and subject to the conditions set forth herein and in the JMS Warrant Certificate. (ii) wire transfer Upon receipt of immediately available funds such JMS Warrant Certificates with the subscription form thereon duly executed and accompanied by payment of the Underlying Securities Purchase Price for the number of Underlying Securities for which such JMS Warrants are then being exercised, the Company shall, subject to Section 5(b) hereof, cause to be issued and delivered promptly, but in all events within three (3) days of receipt by the Company of the Underlying Securities Purchase Price, to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon JMS Warrant Holder certificates for such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable in such denominations as are requested by the JMS Warrant Holder. (iii) In case a JMS Warrant Holder shall exercise JMS Warrants with respect to less than all of the Underlying Securities, the Company will execute a new JMS Warrant Certificate, as represented by a warrant certificate substantially in the form attached hereto as Exhibit A, exercisable for the balance of the Underlying Securities that may be purchased upon the exercise of this such JMS Warrants and deliver such new JMS Warrant pursuant Certificate to the terms hereof JMS Warrant Holder. JMS Warrant Certificates shall be validly issued and, upon payment executed on behalf of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If Company by the Company's Common Stock is traded Chairman of the Board, President or any Vice President and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary. (iv) JMS Warrants shall be deemed to have been exercised immediately prior to the close of business on the American Stock Exchange or another national exchange or is quoted on Exercise Date, and the Global Select, Global or Capital Market person entitled to receive the Underlying Securities and any JMS Warrant Certificate representing the unexercised portion of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale priceJMS Warrants deliverable upon such exercise shall be treated for all purposes as the holder of such Underlying Securities and unexercised JMS Warrants, respectively, reported for upon such exercise as of the last 20 close of business days immediately preceding on the Determination Exercise Date. (bv) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid The Company covenants and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder agrees that it will pay when due and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education payable any and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to taxes that may be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all issue of the shares JMS Warrants or the issue of Common Stock then issuable upon exercise any Underlying Securities. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer by the JMS Warrant Holder of the Warrant are outstanding JMS Warrants or any Underlying Securities to any person or entity at the Determination Datetime of surrender. The Until the payment of the tax referred to in the previous sentence and the presentation to the Company by the JMS Warrant Holder of reasonable proof of such payment, the Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As such Underlying Securities or new JMS Warrant Certificates representing unexercised JMS Warrants to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractiontransferee.

Exercise. Payment Each Class A Warrant may be exercised, in whole or in part, by the Registered Holder thereof at any time prior to the Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable certificate representing the Class A Warrant. A Class A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the Common Stock deliverable upon such exercise shall be treated for all purposes as the holder of such Common Stock upon the exercise of the Class A Warrant Price may be made at the option as of the Holder by: (i) certified close of business on the Exercise Date. As soon as practicable on or official bank check payable to after the order Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Class A Warrant and shall notify the Company in writing of the exercise of such Class A Warrant. Promptly following, and in any event within five business days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, (ii) wire transfer of immediately available funds shall cause to be issued and delivered by the Transfer Agent, to the account person or persons entitled to receive the following documents, unless prior to the date of issuance of such documents, the Company shall instruct the Warrant Agent to refrain from causing such issuance pending clearance of checks received in payment of the Company Exercise Price pursuant to such Class A Warrants: (1) a certificate or (iii) certificates representing the surrender and cancellation number of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon by reason of such exercise in such name(s) and such denomination(s) as specified on the applicable exercise form; and (2) a new certificate representing the applicable Class A Warrants entitling the Registered Holder to purchase the number of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, to which the "Fair Market Value" of a share of Common Stock as of a particular date (original certificate was not exercised and reflecting any changes to the "Determination Date") Exercise Price which have theretofore been effectuated and which certificate shall mean: (a) If otherwise be in form and substance identical to that delivered by the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Registered Holder and to the Company agree or in for said exercise. Upon the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction Class A Warrant and clearance of a share which the Holder of one or more Warrantsfunds received, the rights under which are exercised in Warrant Agent shall promptly remit (i) the same transactionapplicable Warrant Solicitation Fee, would otherwise be entitled if any, to purchase upon such exerciseXxxxxxxxx, and (ii) the balance of the payment received for the Class A Warrant to the Company shall pay an amount or as the Company may direct in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionwriting.

Exercise. Payment (a) This Warrant may be exercised as to all or any of the Shares as to which this Warrant has vested and become fully exercisable at any time or from time to time on or after the date on which such vesting of the Warrant Price may be made occurs as to such Shares, on any Business Day (as defined in Section 9 below). In order to exercise this Warrant, in whole or in part, the holder will deliver to the Company at the option of the Holder by: its principal offices (i) certified or official bank check payable a written notice of such holder's election to exercise its Warrant, substantially in the order form of the CompanyWarrant Exercise Notice attached to this Warrant, (ii) wire transfer payment of immediately available funds the Exercise Price, in an amount equal to the account of the Company or aggregate purchase price for all Shares to be purchased pursuant to such exercise, and (iii) the surrender and cancellation Warrant. Upon receipt of a portion of shares Common Stock issuable upon such exercise of this Warrantnotice, which shall be valued and credited toward the total Warrant Price due the Company for will, as promptly as practicable, and in any event within ten (10) Business Days, execute, or cause to be executed, and deliver to such holder a certificate or certificates representing the exercise aggregate number of the Warrant based upon the Fair Market Value thereof. All full shares of Common Stock issuable upon such exercise. The stock certificate or certificates so delivered will be in such denominations as may be specified in such notice and will be registered in the name of such holder, or such other name as designated in such notice. A Warrant will be deemed to have been exercised, such certificate or certificates will be deemed to have been issued, and such holder or any other person or entity so designated or named in such notice will be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice (together with payment of the Exercise Price and the Warrant) is received by the Company. If the Warrant has been exercised in part, the Company will, at the time of delivery of such certificate of certificates, either deliver to such holder a new Warrant evidencing the rights of such holder to purchase a number of Shares with respect to which the Warrant has not been exercised, which new Warrant will, in all other respects, be identical to this Warrant, or, at the request of such holder, appropriate notation may be made on the Warrant and the Warrant returned to such holder. (b) Payment of the Exercise Price will be made, at the option of the holder, by (i) company or individual check (subject to collection), certified or official bank check or (ii) cancellation of any debt owed by the Company to the holder. If the holder surrenders a combination of cash or cancellation of any debt owed by the Company to the holder, the holder will specify the respective number of shares of Common Stock to be purchased with each form of consideration, and the foregoing provisions will be applied to each form of consideration with the same effect as if the Warrant were being separately exercised with respect to each form of consideration; PROVIDED, HOWEVER, that a holder may designate that any cash to be remitted to a holder in payment of debt be applied, together with other monies, to the exercise of the portion of the Warrant being exercised for cash. (c) In lieu of exercising this Warrant in the manner set forth in paragraph 3(b) above, this Warrant may be exercised by surrender of the Warrant without payment of any other consideration, commission or remuneration, together with the cashless exercise subscription form at the end hereof, duly executed. The number of shares to be issued in exchange for the Warrant shall be the product of (x) the excess of the Market Price (as defined below) of the Common Stock on the date of surrender of the Warrant and the exercise subscription form OVER the Exercise Price per share and (y) the number of shares subject to issuance upon exercise of the Warrant, divided by the Market Price of the Common Stock on such date. Upon such exercise and surrender of this Warrant, the Company will (i) issue a certificate or certificates in the name of the holder for the largest number of whole shares of the Common Stock to which the holder shall be entitled and, in lieu of any fractional share of the Common Stock to which the Holder shall be entitled, pay cash equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), and (ii) deliver the other securities and properties receivable upon the exercise of this Warrant Warrant, pursuant to the terms hereof shall be validly issued and, upon payment provisions of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" this Warrant. (d) The market price of a share of the Common Stock as of a particular date (the "Determination DateMarket Price") on any date of determination shall mean: be (ai) If the Company's average of the last reported sale price of the Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 five business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or date of determination as reported on the Nasdaq but Market ("NASDAQ") or (ii) if there is traded no such reported sale on any of the NASD Over the Counter Bulletin Board or the Pink Sheets(R)dates in question, then the average of the closing bid and asked prices quotations as so reported on NASDAQ for the last 20 business days immediately preceding the Determination Datesuch dates. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fraction.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised at any time commencing with the Initial Warrant Exercise Date, and ending at the close of business on the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Warrant Price may be made at the option Company, of an amount in lawful money of the Holder by: United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrant, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If At any time upon the exercise of any Warrants after 181 days from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Underwriter, and its successors or assigns, of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the Underwriter (so long as the Underwriter solicited the exercise of such Warrant as indicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), an amount equal to (1) the Underwriter shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable state securities of "blue sky" laws, or (2) the Warrants are those underlying the Underwriter's Warrants, or (3) the market price of the Common Stock on the subject Exercise Date is lower than the Purchase Price, or (4) the Warrants are held in a discretionary account, or (5) the Warrants are exercised in an unsolicited transaction, in any of which events the Warrant Agent shall pay such amount to the Company; provided that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's Common Stock is obligation to make such payments shall be suspended until the amount payable aggregate $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Dateless frequently than monthly. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock shares upon the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX") or is traded on The Nasdaq National Market Value per (" Nasdaq/NM"), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants on whichever of such exchanges or Nasdaq/NM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on either the NYSE or the AMEX and is not traded on Nasdaq/NM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the last sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX, and is not traded on Nasdaq/NM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by such fractionthe National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (5) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally accepted accounting principles, consistently applied.

Exercise. Payment (a) Preferred Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Preferred Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Preferred Warrant Agent for the account of the Warrant Price may be made at the option Company, of an amount in lawful money of the Holder by: United States of America equal to the applicable Purchase Price has been received in good funds by the Preferred Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Preferred Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Series 1 Preferred Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Series 1 Preferred Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Preferred Warrants have been exercised, the Preferred Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same, a Series 1 Preferred Stock certificate or certificates for the shares of Series 1 Preferred Stock deliverable upon such exercise, and the Preferred Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Preferred Warrants, the Preferred Warrant Agent shall promptly notify the Company and the Representative in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required obligated to issue a any fractional share of Common Stock interests or fractional warrant interests upon the exercise of any Warrant. As to any fraction of a share which the Holder of one or more Preferred Warrants, the rights under which are exercised nor shall it be obligated to issue scrip in the same transaction, would otherwise be entitled to purchase upon such exerciselieu of fractional interests. However, the Company shall pay the Registered Holder of any fractional warrant interest an amount in cash equal to based upon the Fair Market Value per share average of Common the high and low sales prices for the Series 1 Preferred Stock on the NASD Electronic Bulletin Board (or if applicable The NASDAQ Stock Market or an Exchange) during the ten day trading period immediately preceding the date of exercise multiplied by such fractionexercise.

Exercise. Payment of (a) Each Warrant may be exercised by the Warrant Price may be made Holder at any time on or after the option of Initial Warrant Exercise Date, but not after the Holder by: (i) certified or official bank check payable Warrant Expiration Date, upon the terms and subject to the order of conditions set forth herein and in the Company, (ii) wire transfer of applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately available funds prior to the account close of business on the Company or (iii) Exercise Date and the surrender and cancellation of a portion of shares Common Stock issuable person entitled to receive the Ordinary Shares deliverable upon such exercise of this Warrant, which shall be valued and credited toward treated for all purposes as the total Warrant Price due the Company for holder of those Ordinary Shares upon the exercise of the Warrant based as of the close of business on the Exercise Date, provided that the payment of the Exercise Price is cleared. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of any Warrant into a segregated interest bearing money market account and shall notify the Company in writing of such exercise. Promptly following the clearance of payment of the Exercise Price, and in any event within seven days after the date of such notice from the Warrant Agent (but only if the payment of the exercise price is cleared by that date), the Warrant Agent, on behalf of the Company, shall cause the Transfer Agent to issue and deliver to the person or persons entitled to receive the same, a certificate or certificates for the Ordinary Shares deliverable upon such exercise and the Warrant Agent will issue and deliver to such person or persons a Warrant Certificate for any remaining unexercised Warrants of the Warrant Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance and delivery. The Warrant Agent shall remit any and all amounts received upon the Fair Market Value thereofexercise of Warrants (the “Warrant Proceeds”) to the Company (or as the Company may direct in writing) promptly after the clearance of the funds and the issuance of the Ordinary Shares purchased. (b) The Warrants are not exercisable unless, at the time of exercise, the Company has a current prospectus covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, or such issuance is exempt under, and the ordinary shares have been registered, qualified or are deemed to be exempt under the U.S. federal securities laws and under the securities or “blue sky” laws of the states of residence of the exercising U.S. holder of the Warrants. All shares The Company has filed a registration statement (Registration No. 333-115095) of Common Stock which the Prospectus is a part, which registration statement has been declared effective by the SEC, covering the issuance of the Warrants and the Ordinary Shares issuable upon the exercise of this Warrant pursuant the Warrants. The Company will in good faith and as expeditiously as reasonably possible, endeavor to maintain such registration statement effective and to keep the Prospectus included therein, current. Unless notified to the terms hereof contrary by the Company or its counsel, the Warrant Agent shall be validly issued and, entitled to assume that it may issue Ordinary Shares upon payment the exercise of the Warrant Price, shall be fully paid Warrants in compliance with all applicable federal and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Datestate securities laws. (c) Except as provided in clause (d) belowAll questions concerning the timeliness, if validity, form and eligibility of any exercise of Warrants will be determined by the Company's Common Stock is , and its determinations will be final and binding. The Company, at its sole discretion, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as it may determine, or reject the purported exercise of any Warrant by reason of any defect or irregularity in such exercise. Payments of the exercise price will not publicly traded, then be deemed to have been received or accepted until all irregularities have been waived or cured within such time as the Company determines in its sole discretion. The Company will not be under any duty to notify the Warrant Holder and the Company agree of any defect or irregularity in the absence of agreement by arbitration in accordance connection with the rules then in effect exercise of the American Arbitration AssociationWarrant or incur any liability for failure to give such notification. However, before a single arbitrator to liabilities under the U.S. federal securities laws cannot be chosen from a panel of persons qualified by education and training to pass on the matter to be decidedwaived. (d) If the Determination Date is the date An exercise of a liquidation, dissolution or winding upWarrant by a Warrant Holder is final and may not be revoked. (e) In the event that a Warrant Holder fails to specify the number of Ordinary Shares it wishes to purchase upon exercise of a Warrant, or any event deemed to be a liquidation, dissolution or winding up pursuant to if the Company's charter, then all amounts to be payable per share to holders of payment made by such Warrant Holder in connection with the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at is not sufficient to pay the Determination Date. The Company shall not be required total Exercise Price for all of the Ordinary Shares that such Warrant Holder indicated it wished to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrantspurchase, the rights under which are exercised in exercising Warrant Holder will be deemed to have purchased the same transaction, would otherwise maximum number of Ordinary Shares that could be entitled purchased for the Warrant Proceeds. If the Warrant Proceeds exceed the total Exercise Price for all of the Ordinary Shares the exercising Warrant Holder elected to purchase upon such exercisepurchase, the Company shall pay an amount in cash equal Warrant Agent will refund the balance to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionWarrant Holder, bearing no interest.

Exercise. Payment of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable to the order of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock Board service of an Eligible Director is traded terminated for reasons other than (i) death, (ii) discharge for Cause, (iii) retirement, or (iv) resignation, the Eligible Director may exercise an Option at any time within three years after such termination, to the extent of the number of Shares covered by such Option that were exercisable at the date of such termination; except that an Option shall not be exercisable on any date beyond the American Stock Exchange expiration of such three-year period or another national exchange or is quoted on the Global Selectexpiration date of such Option, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datewhichever occurs first. (b) If the Company's Common Stock Board service of an Eligible Director is terminated for Cause, any Options of such Eligible Director shall expire and any rights thereunder shall terminate immediately. Any Option of an Eligible Director whose Board service is terminated by resignation may be exercised at any time within three months of such resignation, to the extent that the number of Shares covered by such Option were exercisable at the date of such resignation; except that an Option shall not traded be exercisable on any date beyond the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average expiration date of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Datesuch Option. (c) Except as provided Should an Eligible Director die either while a member of the Board or after termination of Board service (other than removal for Cause), the Option rights of such deceased Xxxxxxxx Director may be exercised by his or her Personal Representative at any time within three years after the Eligible Director's death, to the extent of the number of Shares covered by such Option that were exercisable at the date of such death; except that an Option shall not be so exercisable on any date beyond the expiration date of such Option. If an Eligible Director who was granted an Option should die within 180 days of the expiration date of such Option, and if on the date of death the Eligible Director was then entitled to exercise such Option, and if the Option expires without being exercised, the Personal Representative of the Eligible Director shall receive in clause (d) belowsettlement a cash payment from the Company of a sum equal to the amount, if any, by which the Company's Common Stock is not publicly traded, then as Fair Market Value (determined on the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect expiration date of the American Arbitration Association, before a single arbitrator Option) of Vlasic Stock subject to be chosen from a panel of persons qualified by education and training to pass on the matter to be decidedOption exceeds the Option Price. (d) If Any Option of an Eligible Director whose Board service terminates after age 55 and five (5) years of Board service shall become fully vested on such termination date and may be exercised at any time up to three years after such termination, as determined by the Determination Date is the date of a liquidationBoard, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) except that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company an Option shall not be required to issue a fractional share of Common Stock upon exercise of exercisable on any Warrant. As to any fraction of a share which date beyond the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the expiration date of exercise multiplied by such fractionOption.

Exercise. Payment The Warrants granted pursuant to this Warrant Agreement may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole or in part, upon delivery of written notice of intent to exercise (the "Exercise Notice") to the Company in the manner and at the address of the Company set forth in Section 14 hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price may of the Shares so purchased. The Exercise Notice shall set forth the number of Warrants to be made exercised and will contain a written acknowledgement that the Holder has read and been afforded an opportunity to ask questions of the Company's management regarding all financial and other information provided to Holder regarding the Company. In addition to exercise of the Warrants, Holder shall permit the Company to deliver to Holder all financial and other information regarding the Company it believes necessary to enable Holder to make an informed investment decision, and Holder shall make all customary investment representations (including, without limitation, regarding securities compliance) which the Company shall reasonably require. The Exercise Price shall be payable, at the option of the Holder by: Holder, (i) by certified or official bank check payable to the order of the Companycheck, (ii) wire transfer by the surrender of immediately available funds the Note or portion thereof having an outstanding principal balance equal to the account of the Company aggregate Exercise Price or (iii) by the surrender and cancellation of a portion of shares the Warrants granted pursuant to this Warrant Agreement where the Shares subject to the portion of the Warrants granted pursuant to this Warrant Agreement that are surrendered have a fair market value equal to the aggregate Exercise Price. In the absence of an established public market for the Common Stock issuable upon such exercise of this WarrantStock, which fair market value shall be valued and credited toward established by the total Warrant Price due the Company for the Company's board of directors in a commercially reasonable manner. Upon exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of Warrants granted pursuant to this Warrant Agreement as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder under this Warrant Agreement a certificate or certificates for the total number of whole Shares for which the Warrants granted pursuant to this Warrant Agreement are being exercised in such names and denominations as are requested by such Holder. If the terms hereof Warrants granted pursuant to this Warrant Agreement shall be validly issued and, upon payment exercised with respect to less than all of the Warrant PriceShares, the Holder shall be fully paid entitled to receive a new Warrant Agreement covering the number of Shares in respect of which this Warrant Agreement shall not have been exercised, which new Warrant Agreement shall in all other respects be identical to this Warrant Agreement. The Company covenants and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid agrees that it will pay when due any and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder all state and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to federal issue taxes which may be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes issuance of this clause (d) that all Warrant Agreement or the issuance of the shares of Common Stock then issuable any Shares upon exercise of the Warrants granted pursuant to this Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionAgreement.

Exercise. Payment (a) The Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Company shall deposit the proceeds received from the exercise of a Warrant, and promptly after clearance of checks received in payment of the Exercise Price pursuant to such Warrants, cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised portion of the Warrant Price may be made of the Registered Holder). (b) The Registered Holder may, at its option, exchange this Warrant on a cashless basis, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (4)(b), by surrendering the Warrant Certificate at the option Corporate Office, accompanied by an irrevocable notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date of the notice of such intent to exchange (the "Notice of Exchange"). The Warrant Exchange shall take place on the date the Notice of Exchange (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Registered Holder by: as soon as is reasonably practicable following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) certified or official bank check payable to the order number of Warrant Shares specified by the Company, Registered Holder in its Notice of Exchange (the "Total Number") less (ii) wire transfer the number of immediately available funds Warrant Shares equal to the account quotient obtained by dividing (A) the product of the Company or Total Number and the existing Exercise Price by (iiiB) the surrender and cancellation current market value of a portion of shares Common Stock issuable upon such exercise of this Warrantan Ordinary Share. Current market value, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then mean the average closing or last sale price, respectively, reported price for the last 20 ten business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average date of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination DateNotice of Exchange. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fraction.

Exercise. Payment of (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Price may be made at Expiration Date, upon the option of the Holder by: (i) certified or official bank check payable terms and subject to the order of conditions set forth herein and in the Company, (ii) wire transfer of applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately available funds prior to the account close of business on the Company or (iii) Exercise Date and the surrender and cancellation of a portion of shares Common Stock issuable person entitled to receive the securities deliverable upon such exercise of this Warrant, which shall be valued and credited toward treated for all purposes as the total Warrant Price due the Company for holder of those securities upon the exercise of the Warrant based upon as of the Fair Market Value thereofclose of business on the Exercise Date. All shares of Common Stock issuable upon As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of this a Warrant pursuant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the terms hereof person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall be validly issued and, upon instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of the Representative or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant PriceAgent, certificates shall immediately be fully paid issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and nonassessable shares clearance of Common Stock determined as provided herein. For purposes hereofthe funds received, the "Fair Market Value" of a share of Common Stock as of a particular date Warrant Agent shall promptly remit the payment received for the Warrant (the "Determination DateWARRANT PROCEEDS") shall mean:to the Company or as the Company may direct in writing, subject to the provisions of SECTIONS 4(B) AND 4(C) hereof. (ab) If If, at the Exercise Date in respect of the exercise of any Warrant after [__], 1998, (i) the market price of the Company's Common Stock is traded on greater than the American Stock Exchange or another national exchange or is quoted on then Purchase Price of the Global SelectWarrant, Global or Capital Market (ii) the exercise of The Nasdaq Stock Marketthe Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NasdaqNASD"), then (iii) the average closing or last sale price, respectively, reported for warrant holder designates in writing that the last 20 business days immediately preceding exercise of the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on Warrant was solicited by a member of the NASD Over and designates in writing the Counter Bulletin Board broker-dealer to receive compensation for such exercise, (iv) the Warrant was not held in a discretionary account, (v) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (vi) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such regulation or any successor regulation may be in effect as of such time of exercise) promulgated under the Pink Sheets(R)Securities Exchange Act of 1934, then the average Warrant Agent, simultaneously with the distribution of the closing bid Warrant Proceeds to the Company shall, on behalf of the Company, pay from the Warrant Proceeds, a fee of [__]% (the "EXERCISE FEE") of the Purchase Price to the Representative (of which a portion may be reallowed by the Representative to the dealer who solicited the exercise, which may also be the Representative or X.X. Xxxxx & Co., Inc.). In the event the Exercise Fee is not received within five days of the date on which the Company receives Warrant Proceeds, then the Exercise Fee shall begin accruing interest at an annual rate of prime plus four percent (4%), payable by the Company to the Representative at the time the Representative receives the Exercise Fee. Within five days after exercise the Warrant Agent shall send to the Representative a copy of the reverse side of each Warrant exercised. The Representative shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this SECTION 4(B). The Company shall pay all fees and asked prices reported for expenses including all blue sky fees and expenses and all out-of-pocket expenses of the last 20 Representative, including legal fees, in connection with the solicitation, redemption or exchange of the Warrants. In addition, the Representative and the Company may at any time during business days immediately preceding hours, examine the Determination Daterecords of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this SECTION 4(B) may not be modified, amended or deleted without the prior written consent of the Representative. (c) Except In order to enforce the provisions of SECTION 4(B) above, in the event there is any dispute or question as provided in clause (d) belowto the amount or payment of the Exercise Fee, if the Company's Common Stock Warrant Agent is not publicly traded, then as the Holder and hereby expressly authorized to withhold payment to the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration AssociationWarrant Proceeds unless and until the Company establishes an escrow account for the purpose of depositing the entire amount of the Exercise Fee, before a single arbitrator which amount will be deducted from the net Warrant Proceeds to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant paid to the Company's charter, then all amounts to . The funds placed in the escrow account may not be payable per share to holders of the Common Stock pursuant released to the charter in Company without a written agreement from the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of Representative that the Common Stock in liquidation under required Exercise Fee has been received by the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionRepresentative.

Exercise. Payment of the Warrant Price may be made The Company agrees to register, at the option of the Holder by: (i) certified or official bank check payable to the order of the Companyits sole expense, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon underlying the Warrants at the same time it registers any of its securities under the Securities Act of 1933, as amended (the "Registration Statement"). Subject to the provisions of Section 8, the Warrants may be exercised at a price of $4.00 per share of Common Stock (the "Exercise Price") in whole or in part at any time during the period commencing on the effective date of the Registration Statement (the "Initial Exercise Date") and terminating on a date (the "Expiration Date") four years after such Initial Exercise Date. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at its corporate offices (the "Corporate Office"), in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. in addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares, set forth in Section 4, have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are outstanding at not satisfied as of the Determination Exercise Date, the Warrant Agent shall request written instructions from the Company as to whether to return the Warrant and pertinent Exercise Price payment to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall not be required obligated to issue a any fractional share interests in Warrant Shares issuable or deliverable on the exercise of Common any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever, if more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and, in any event, prior to the pertinent Expiration Date, pursuant to a Stock upon Transfer Agreement between the Company and Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. As Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to any fraction the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of a share which exercised Warrant Share certificates to the shareholder, will be billed monthly to the Company. A detailed accounting statement relating to the number of Warrants exercised and the net amount of exercised funds rernitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of one or more Warrantsthe Warrants at any time as the absolute owner thereof for all purposes, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, and the Company shall pay an amount in cash equal not be affected by any notice to the Fair Market Value per share contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock on prior to the record date fixed by the Board of exercise multiplied by Directors of the Company for the determinations of holders of Common Stock entitled to such fractiondividend or other right.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Section 5 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Warrant Price may be made at the option Company, of an amount in lawful money of the Holder by: (i) certified United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or official bank after the Exercise Date, if any Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required obligated to issue a any fractional share of Common Stock interests or fractional warrant interests upon the exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be rounded up to the next full share or Warrant. As to , as the case may be, and any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise less than one-half shall be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractioneliminated.

Exercise. Payment (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder). (b) The Registered Holder may, at its option, at any time on or after the Initial Warrant Price may be made Exercise Date, exchange Warrants on a cashless basis, in whole or in part (a "Warrant Exchange"), for the number of Warrant Shares determined in accordance with this Section (4)(c), by surrendering the Warrant Certificate at the option of the Holder by: (i) certified or official bank check payable to the order principal office of the Company, accompanied by a notice stating such Registered Holder's intent to effect such exchange, the number of Warrants to be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant Certificate of like tenor evidencing the balance of the Warrants remaining subject to the surrendered Warrant Certificate, shall be issued as of the Exchange Date and delivered to the Registered Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant Certificate shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrants specified by the Registered Holder in its Notice of Exchange (the "Total Number") less (ii) wire transfer the number of immediately available funds Warrant Shares equal to the account quotient obtained by dividing (A) the product of the Company or Total Number and the existing Exercise Price by (iiiB) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" current market price of a share of Common Stock as of a particular date (Stock. Current market price shall have the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Selectmeaning set forth Section 11 hereof, Global or Capital Market of The Nasdaq Stock Marketexcept that for purposes hereof, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, as used in such Section 11 hereof, shall mean the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionExchange Date.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the Warrant Price may close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be made exercised at one time by the option same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the Holder by: aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If At any time upon the exercise of any Warrants after one year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify National of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to National an amount equal to five percent (5%) of the Purchase Price of such Warrants then being exercised unless National shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the NASD or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representative's Warrants in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's Common Stock is obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not traded less frequently than monthly. Notwithstanding the foregoing, National shall be entitled to receive the commission contemplated by this Section 4(b) as Warrant solicitation agent only if: (i) National has provided actual services in connection with the solicitation of the exercise of a Warrant by a Registered Holder and (ii) the Registered Holder exercising a Warrant affirmatively designates in writing on the American Stock Exchange or another national exchange or exercise form on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average reverse side of the closing bid and asked prices reported for Warrant Certificate that the last 20 business days immediately preceding the Determination Dateexercise of such Registered Holder's Warrant was solicited by National. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon shares on the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair Market Value per then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is quoted, listed, or admitted to unlisted trading privileges, on Nasdaq or a national securities exchange, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants on whichever of such exchanges had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; (3) If the Common Stock is not quoted, listed, admitted to unlisted trading privileges on Nasdaq or any national securities exchange, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods; or (4) No Registered Holder of Warrants shall, as such, be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of such fractionWarrants for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the Registered Holder of Warrants, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such Registered Holder shall have exercised such Warrants and been issued shares of Common Stock in accordance with the provisions hereof.

Exercise. Payment Subject to the provisions of Sections 8 hereof and the limitations on exercise set forth in the Company's Private Placement Memorandum published in connection with the Private Offering of the Warrant Price Units, the Warrants, as they may be made at the option of the Holder by: adjusted as set forth herein, may each be exercised to acquire one (i1) certified or official bank check payable to the order of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock at a price (the "Warrant Exercise Price") of $1.25, subject to adjustment as hereinafter provided, in whole or in part at any time during the period (the "Warrant Exercise Period") beginning on the date of their issuance and ending one year after the date of their issuance (the "Warrant Expiration Date"), unless extended by a particular majority vote of the Board of Directors for the Company (the "Board of Directors") for such length of time as they, in their sole discretion, deem reasonable and necessary. Warrants shall be deemed to have been exercised immediately prior to the close of business on the date (the "Determination Exercise Date") of the surrender for exercise of the certificate evidencing the Warrants being exercised. An exercise form in the form of Exhibit "A" attached to the Warrant certificate shall mean: also be executed by the Registered Holder thereof or his attorney duly authorized in writing and shall be delivered, together with payment to the Company at its corporate offices located at 5301 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000-0000 (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. (xxe "NasdaqCorporate Office"), then or at any such other office or agency as the average closing Company may designate, in cash or last sale priceby official bank or certified check, respectively, reported in an amount equal to the aggregate Warrant Exercise Price for the last 20 Warrant Shares being purchased, all in lawful money of the United States of America. The person entitled to receive the number of Warrant Shares deliverable on exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Exercise Date. The Company shall not be required obligated to issue a any fractional share interest in Warrant Shares issuable or deliverable on the exercise of Common Stock upon any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. Within 10 days after the Exercise Date and in any event prior to the Warrant Expiration Date, the Company at its sole expense shall cause to be issued and delivered to the person or persons entitled to receive the same a certificate or certificates in the name requested by the Registered Holder for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. As to any fraction All shares of a share which Common Stock or other securities delivered upon the exercise of the Warrants shall be validly issued, fully paid and non-assessable. The Company may deem and treat the Registered Holder of one or more Warrantsthe Warrants at any time as the absolute owner thereof for all purposes, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, and the Company shall pay an amount in cash equal not be affected by any notice to the Fair Market Value per share contrary. The Warrants shall not entitle the holder thereof to any of the rights of a shareholder of the Company or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants prior to the record date fixed by the Board of Directors for the determination of holders of Common Stock on the date of exercise multiplied by entitled to such fractiondividends or other rights.

Exercise. Payment (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, and promptly after clearance of checks received in payment of the Exercise Price pursuant to such Warrants, cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of the Placement Agent or such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or as the Company may be made direct in writing. (b) The Registered Holder may, at its option, exchange this Warrant on a cashless basis, in whole or in part (a “Warrant Exchange”), into the number of Warrant Shares determined in accordance with this Section (4)(b), by surrendering the Warrant Certificate at the option of the Holder by: (i) certified or official bank check payable to the order of the Company, (ii) wire transfer of immediately available funds to the account principal office of the Company or at the office of its stock transfer agent, accompanied by an irrevocable notice stating such Registered Holder’s intent to effect such exchange; the number of Warrant Shares to be exchanged and the date of the notice of such intent to exchange (iii) the surrender and cancellation “Notice of Exchange”). The Registered Holder may send a portion Notice of Exchange to the Company prior to the Initial Warrant Exercise Date. The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the “Exchange Date”). Certificates for the shares Common Stock issuable upon such exercise Warrant Exchange and, if applicable, a new warrant of this Warrant, which shall be valued and credited toward like tenor evidencing the total Warrant Price due the Company for the exercise balance of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant remaining subject to the terms hereof shall be validly issued and, upon payment of the Warrant Pricesuch Warrant, shall be fully paid issued as of the Exchange Date and nonassessable shares delivered to the Registered Holder as soon as is reasonably practicable following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Common Stock determined as provided herein. For purposes hereof, Warrant Shares (rounded to the "Fair Market Value" next highest integer) equal to (i) the number of Warrant Shares specified by the Registered Holder in its Notice of Exchange (the “Total Number”) less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock Stock. Current market value shall have the meaning set forth Section (8)(i) hereof, except that for purposes hereof, the date of exercise, as of a particular used in such Section (8)(i) hereof, shall mean the date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination DateNotice of Exchange. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to The holders of the Common Stock pursuant Notes may at any time prior to the charter Maturity Date present the Notes to the Company in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect payment of the Common Stock in liquidation under the charter, assuming for the purposes Exercise Price of this clause (d) that all or any portion of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fraction.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Warrant Price may be made at the option Company of an amount in lawful money of the Holder by: United States of America equal to the applicable Purchase Price, have been received by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five (i5) certified business days after such date, the Warrant Agent, on behalf of the Company, shall cause to be issued to the person or official bank persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to Section 4(b) hereof, shall cause all payments in cash or by check made payable to the order of the Company, (ii) wire transfer of immediately available funds to the account Company in respect of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall Purchase Price to be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on bank account or delivered to the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination DateCompany. (b) If At any time upon the exercise of any Warrants after one year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representative, its successors or assigns of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), for services rendered by the Representative to the Registered Holders of the Warrants then being exercised, remit to the Representative an amount equal to five percent (5%) of the Purchase Price of such Warrants then being exercised unless the Representative shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the NASD or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representative's Warrants in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's Common Stock is obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Dateless frequently than monthly. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required obligated to issue a any fractional share of Common Stock interests or fractional warrant interests upon the exercise of any WarrantWarrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. As to Any fractional interest shall be eliminated by rounding any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal up to the Fair Market Value per next full share of Common Stock on or Warrant, as the date of exercise multiplied by such fractioncase may be, or other securities, properties or rights.

Exercise. Payment a. Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly completed and executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Warrant Price may be made at the option Company, of an amount in lawful money of the Holder by: (i) certified United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities 4 deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or official bank after the Exercise Date and in any event within five business days after such date, if two or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrant, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. b. The Company shall not be required obligated to issue a any fractional share of Common Stock interests or fractional warrant interests upon the exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be rounded up to the next full share or Warrant. As to , as the case may be, any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise less than one-half shall be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractioneliminated.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Price may Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made at the option of the Holder by: (i) certified or official bank check payable to the order of the Company, (ii) wire transfer of immediately available funds to Warrant Agent for the account of the Company or (iii) of an amount in lawful money of the surrender and cancellation United States of a portion of shares Common Stock issuable America equal to the applicable Warrant Price, have been received by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise of this Warrant, which shall be valued and credited toward treated for all purposes as the total holder upon exercise thereof as of the close at business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Price due Agent shall deposit the Company for proceeds received from the exercise of a Warrant and shall notify the Warrant based upon the Fair Market Value thereof. All shares Company in writing of Common Stock issuable upon the exercise of this such Warrant. Promptly following, and in any event within five business days after, the date of such notice from the Warrant pursuant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the terms hereof person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the date of issuance of such certificates the Company shall be validly issued and, upon instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Warrant Price, shall be fully paid Price pursuant to such Warrants. Upon the exercise of any Warrants and nonassessable shares clearance of Common Stock determined as provided herein. For purposes hereofthe funds received, the "Fair Market Value" of a share of Common Stock as of a particular date (Warrant Agent shall promptly, and in no event later than three business days following the "Determination Date") shall mean: (a) If day in which the Company's Common Stock is traded on funds clear, remit the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported payment received for the last 20 business days immediately preceding Warrant to the Determination DateCompany or as the Company may direct in writing. (b) If No issuance of Warrant Shares shall be made unless there is an effective registration statement under the Company's Common Stock is not traded on the American Stock Exchange Securities Act (or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(Ran exemption therefrom), then the average and registration or qualification of the closing bid and asked prices reported for Warrant Shares (or an exemption therefrom) has been obtained from the last 20 business days immediately preceding state or other regulatory authorities in the Determination Datejurisdiction in which such Warrant Shares are sold. The Company will provide to the Warrant Agent written confirmation of all such registration or qualification, or an exemption therefrom, when requested by the Warrant Agent. (c) Except as provided in clause (d) belowNotwithstanding any other provision of this Agreement to the contrary, no issuance of the Warrant Shares shall be made, and the Company is authorized to refuse to honor the exercise of any Warrant, if the exercise of any Warrant would result, in the opinion of the Company's Common Stock is not publicly tradedBoard of Directors upon advice of counsel, then as the Holder and the Company agree or in the absence violation of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decidedlaw. (d) If the Determination Date is the date Upon at least thirty (30) days prior written notice to all Registered Holders of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal have the right to reduce the Fair Market Value per share Warrant Price and/or to extend the term of Common Stock on the date of exercise multiplied by such fractionWarrants beyond the Warrant Expiration Date to a new Warrant Expiration Date.

Exercise. Payment The Holder may exercise this Warrant at any time and from time to time during the period from the Initial Exercise Date to the Expiration Date for all or any part of the Warrant Price Shares (but not for a fraction of a share) that may be made at the option of the Holder by: (i) certified or official bank check payable purchased hereunder, as that number may be adjusted pursuant to the order of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise Section 3 of this Warrant, which . The Company agrees that the Warrant Shares purchased under this Warrant shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event are deemed to be a liquidation, dissolution or winding up pursuant issued to the Company's charter, then all amounts to be payable per share to holders Holder hereof as the record owner of such Warrant Shares as of the Common Stock pursuant to close of business on the charter in date on which this Warrant shall have been surrendered, properly endorsed, the event completed and executed Form of Subscription delivered, and payment made for such liquidationWarrant Shares (such date, dissolution or winding up, plus all other amounts to be payable per share in respect a “Date of the Common Stock in liquidation under the charter, assuming Exercise”). Certificates for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required Shares so purchased, together with any other securities or property to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be hereof is entitled to purchase upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense as soon as practicable after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the Warrant Shares which may be purchased under this Warrant, the Company shall pay cancel this Warrant and execute and deliver to the Holder hereof within a reasonable time a new Warrant or Warrants of like tenor for the balance of the Warrant Shares purchasable under the Warrant surrendered upon such purchase. Each stock certificate so delivered shall be registered in the name of such Holder and issued with a legend in substantially the form of the legend placed on the front of this Warrant. Notwithstanding anything set forth herein, this Warrant shall not be exercisable with respect to the minimum number of Warrant Shares as will result in the Holder (together with its affiliates) owning, holding or beneficially owning more than 9.99% of the outstanding Common Stock (the “Ownership Limit”), and at any time, and from time to time, if the Holder (together with its affiliates) owns, holds or beneficially owns a percentage less than the Ownership Limit, then this Warrant shall thereafter become exercisable, first with respect to any Warrant Shares for which this Warrant would have been exercisable but for the Ownership Limit and second, but in each case again, only to the extent that, after giving effect to such exercisability, such exercisability will not result in the Holder (together with its affiliates) owning, holding or beneficially owning more than the Ownership Limit. The restrictions set forth in this paragraph do not pertain if, excluding the shares for which this Warrant is then exercisable, the Holder (together with its affiliates) owns, holds or beneficially owns outstanding Capital Stock in an amount greater than the Ownership Limit. The restrictions set forth in cash equal this paragraph may be waived by the Holder upon written notice to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionCompany.

Exercise. Payment Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Price Certificate, may be made exercised at a price (the option of the Holder by: (i"Exercise Price") certified or official bank check payable to the order of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes set forth in Section 1 hereof, on the "Fair Market Value" basis of a one Warrant for one share of Common Stock as of a particular date in whole or in part at any time during the period (the "Determination Exercise Period") commencing on _______,1997, or earlier if so determined by Argent (the "Initial Exercise Date") shall mean: and terminating on ______________, 2000 (a) If the "Expiration Date"), unless extended by a majority vote of the Company's Common Stock is traded Board of Directors at its discretion. Notwithstanding the foregoing, the Argent Warrants will be exercisable commencing on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to their issuance and terminating on the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Expiration Date. The Company shall promptly notify the Warrant Agent of any such extension of the Exercise Period of the Warrants. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with payment to the Warrant Agent at 1825 Xxxxxxxx Xxxxxx, Suite 444, Denver, CO 80202 (the "Corporate Office"), in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be required issued as provided herein, the person entitled to issue receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. In addition, Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, pursuant to a fractional share Stock Transfer Agreement between the Company and the Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Common Stock upon Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall pay cause payment of an amount in cash equal to the Fair Market Value per Exercise Price to be promptly made to the order of the Company. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of Warrants exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the Exercise Period. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Warrants, the number of Warrant Shares issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and purchased the Warrant Shares prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock on the date of exercise multiplied by entitled to such fractiondividend or other right.

Exercise. Payment (a) Sprint or its designee shall exercise an Option as to the related Option Securities by giving written notice to Securityholder. Such notice shall specify a date (not earlier than one business day nor later than three business days from the date such notice is delivered to Securityholder) and place for closing of the Warrant Price may exercise of such Option (the "Option Closing"). Upon delivery of notice exercising an Option, such Option shall be made at the option deemed to have been exercised by Sprint or its designee irrespective of the Holder by: (i) certified or official bank check payable actual date of the Option Closing. The actual date of the Option Closing relating to the order First Option is referred to hereinafter as the "First Option Closing Date," the actual date of the CompanyOption Closing relating to the Second Option is referred to hereinafter as the "Second Option Closing Date," and the First Option Closing Date and Second Option Closing Date are referred to collectively hereinafter as the "Option Closing Dates." At each Option Closing, (ii) Sprint or its designee will deliver to Securityholder the Option Price with respect to the Option Securities that are the subject of the Option being exercised, by wire transfer of immediately available funds to the an account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant designated in writing by Securityholder prior to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination applicable Option Closing Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average Upon payment of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except Option Price as provided in clause Section 2.4(a) hereof, the Securityholder shall deliver to Sprint or its designee at the Option Closing, (di) belowthe certificates representing the Option Securities (subject to adjustment, if exchange or conversion as contemplated by Section 9.1 hereof) that are the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect subject of the American Arbitration AssociationOption being exercised, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding upduly endorsed in blank for transfer, or any event deemed to be accompanied by duly executed stock powers in blank, in each case with signatures guaranteed by a liquidation, dissolution national bank or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders trust company or a member firm of the Common Stock pursuant New York Exchange, Inc., (ii) all other cash, securities and other property which constitute such Option Securities, and (iii) all such other agreements, endorsements, assignments and other instruments as are necessary or desirable, in Sprint's sole and absolute discretion, to vest in Sprint or its designee good and marketable title to such Option Securities or to evidence of record the charter in the event sale and assignment of such liquidationOption Securities to Sprint or its designee. Notwithstanding any other provision of this Agreement, dissolution or winding up, plus all other amounts to the parties acknowledge and agree that Securityholder shall be payable per share in respect the sole owner of the Common Stock in liquidation under Option Securities until the charter, assuming for the purposes of this clause (d) that all purchase and sale of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Option Securities on an Option Closing Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fraction.

Exercise. Payment of the (a) This Warrant Price may be made exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the option of the Holder by: (i) certified or official bank check payable to the order principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) If (i) on any date the closing price of the Common Stock, as quoted on the Over-the-Counter Bullet Board or the principal exchange on which the Common Stock is listed, for 22 consecutive trading days equals at least $3.00 (subject to adjustment in the event of any subdivision, combination or reclassification affecting the Common Stock) (the “Hurdle Date”) and (ii) wire transfer of immediately available funds the Company has registered on an effective registration statement filed with the Securities and Exchange Commission the Warrant Shares for resale and such registration statement remains effective on the Hurdle Date, then the Company shall have the right, at its option and upon 15 days written notice to the account Registered Holder, to terminate this Warrant; provided that (i) the Registered Holder shall have the right to exercise this Warrant at any time prior to such termination pursuant to Section 1(a). Upon such termination, the Registered Holder shall have no further rights hereunder. The Registered Holder shall have the right to exercise the Warrant until the termination of the 15-day notice period, provided that such 15-day notice period terminates prior to the expiration of this Warrant. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise. (B) The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, (1) to the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 4.99% if prior to the exercise the Holder owns less that 4.99% of the issued and outstanding Common Stock of the Company or (iii2) to the surrender extent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 9.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise, if prior to the exercise the Holder owns more that 4.99% but less than 9.99% of the issued and cancellation outstanding Common Stock of a portion the Company (either cap to be referred to as the “Maximum Percentage”). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock issuable upon beneficially owned by such exercise Person and its affiliates shall include the number of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant with respect to which the terms hereof determination of such sentence is being made, but shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable exclude shares of Common Stock determined which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as provided hereinset forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes hereofof this Warrant, in determining the number of outstanding shares of Common Stock, the "Fair Market Value" Holder may rely on the number of a share outstanding shares of Common Stock as of a particular date reflected in (the "Determination Date"1) shall mean: (a) If the Company's Common Stock is traded ’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the American Stock Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or another national exchange (3) any other notice by the Company or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on ’s transfer agent setting forth the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average number of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise outstanding. In any case, the number of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share shares of Common Stock upon shall be determined after giving effect to the conversion or exercise of any Warrant. As to any fraction securities of a share which the Company, including the warrants, by the Holder and its affiliates since the date as of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share number of outstanding shares of Common Stock on was reported. By written notice to the date of exercise multiplied by Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such fraction.notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder.]1

Exercise. Payment Exercise of this Warrant shall be made upon surrender of this Warrant with the Warrant Exercise Form attached hereto duly completed and signed and delivered to the Company, at its address 00 Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxx, Xxx Xxxx 00000 (or such office or agency of the Warrant Price Company as it may designate in writing to the Holder hereof). Payment upon exercise shall be made at the written option of the Holder by: either (i) in cash, wire transfer or by certified or official bank check payable to the order of the CompanyCompany equal to the applicable aggregate Exercise Price, (ii) wire transfer of immediately available funds to by the account of the Company or (iii) the surrender and cancellation of a portion withholding of shares Common of Warrant Stock otherwise issuable upon such exercise of this Warrant, which in accordance with Section 1.2 or (iii) by a combination of either of the foregoing methods, for the number of shares of Warrant Stock specified in such form (as such number shall be valued and credited toward adjusted to reflect any adjustment in the total Warrant Price due the Company for the exercise number of the Warrant based upon the Fair Market Value thereof. All shares of Common Warrant Stock issuable upon to the exercise of this Warrant Holder pursuant to the terms hereof of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued andissued, upon payment of the Warrant Price, shall be fully fully-paid and nonassessable non-assessable shares of Common Warrant Stock determined as provided herein. For purposes hereofThe Company shall promptly (but in no event later than five (5) business days after the date on which the Company receives this Warrant, the "Fair Market Value" executed Warrant Exercise Form and payment of a share of Common Stock as of a particular date the Exercise Price, if any (the "Determination “Exercise Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"”)), then issue or cause to be issued and cause to be delivered to or upon the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average written order of the closing bid Holder and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then such name or names as the Holder and may designate (subject to the Company agree or restrictions on transfer described in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass legend set forth on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes face of this clause (d) that all of Warrant), a certificate for the shares of Common Warrant Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, with such restrictive legend as required by the Act, as applicable. Subject to the delivery of this Warrant, the executed Warrant Exercise Form and payment of the Exercise Price, if any, any person so designated by the Holder to receive Warrant Stock shall be deemed to have become the holder of record of such shares of Warrant Stock as of the Exercise Date. If this Warrant is exercised in part only, the Company shall pay an amount in cash equal shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder hereof to purchase the Fair Market Value per share balance of Common Stock on the date of exercise multiplied by such fractionshares purchasable hereunder.

Exercise. Payment If Tenant desires to exercise an Extension Option, it shall send notice thereof (an “Extension Notice”) to Landlord no more than three hundred (300) nor less than two hundred seventy (270) calendar days prior to the expiration of the Warrant Price may be made at the option Term or Extension Renewal Term of the Holder by: Lease then in effect. Landlord and Tenant shall endeavor in good faith to determine the Prevailing Rental Rate within thirty (i30) certified or official bank check payable to the order calendar days after Landlord’s receipt of Tenant’s Extension Notice. If they cannot agree within thirty (30) calendar days, each shall appoint an appraiser who shall arrive at an estimate of the CompanyPrevailing Rental Rate within thirty (30) calendar days. If such estimates are within five percent (5%) of each other, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported two shall be the new Base Rent for the last 20 business Extension Renewal Term. If the estimates are more than five percent (5%) apart, each appraiser shall select a third appraiser within five (5) calendar days immediately preceding or, if they fail to do so, Landlord shall select a third appraiser. The third appraiser shall prepare an estimate of the Determination Date. (c) Except Prevailing Rental Rate as provided above within thirty (30) calendar days and the two closest of the three estimates shall be averaged to determine the new Base Rent for the new Extension Renewal Term. No later than one hundred fifty (150) calendar days prior to the expiration of the Term then in clause effect, Landlord and Tenant shall execute an amendment to the Lease (dan “Extension Amendment”) belowstating the new Base Rent and expiration date of the Lease Term. If such an Extension Amendment is not fully executed for any reason as provided above, the Term shall not be extended and all Extension Option(s) hereunder shall terminate. Notwithstanding the foregoing, Tenant shall not be entitled to extend this Lease if an uncured Event of Default has occurred under any term or provision contained in the Lease or a condition exists which with the passage of time or the giving of notice, or both, would constitute an Event of Default pursuant to the Lease as of the date of exercise of this Extension Option. The rights contained in this Addendum shall be personal to the originally named Tenant and may be exercised only by the originally named Tenant and any Related Entity (and not any other assignee, sublessee or other Transferee of Tenant’s interest in this Lease) and only if the Company's Common Stock is not publicly traded, then originally named Tenant or Related Entity occupies the entire Premises as of the Holder and date it exercises the Company agree or in the absence of agreement by arbitration Extension Option in accordance with the rules then terms of this Addendum. If Tenant properly exercises the Extension Option and is not in effect default under this Lease at the end of the American Arbitration Associationinitial Term of the Lease, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidationTerm, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant as it applies to the Company's charterentire Premises then leased by Tenant, then all amounts to shall be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming extended for the purposes of this clause (d) that all of Extension Renewal Term and the shares of Common Stock then issuable upon exercise of Base Year shall be included among the Warrant are outstanding at factors considered in determining the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionPrevailing Rental Rate.

Exercise. (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by their holders or redeemed by the Company as follows: Exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its business office, together with payment to the Warrant Agent of the Exercise Price (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Warrant Exercise Price and other amounts may be made at the option by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the Holder by: United States of America to the order of the Warrant Agent, who shall in turn make prompt payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the securities issued thereby as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised in the manner described in this subsection (ia), the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) certified below, shall cause payment in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account Exercise Price of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this WarrantWarrants, which shall to be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on bank account or paid directly to the American Stock Exchange or another national exchange or is quoted on Company, as specified by the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination DateCompany. (b) If The Company shall engage the Representative as Warrant solicitation agents, and, at any time upon the valid exercise of any Warrants after one year from the date hereof, excluding any Warrant (i) exercise at a time when the Exercise Price exceeds the Market Price, (ii) held in a discretionary account or (iii) exercised in an unsolicited transaction, the Company shall instruct the Warrant Agent to, and the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representative of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Exercise Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the Representative an amount equal to five percent (5%) of the Exercise Price of such Warrants then being exercised unless the Representative shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the Nasdaq or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representative's Warrants in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's Common Stock is obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not traded less frequently than monthly. Notwithstanding the foregoing, the Representative shall be entitled to receive the commission contemplated by this Section 4(b) as Warrant solicitation agent only if: (i) the Representative has provided actual services in connection with the solicitation of the exercise of a Warrant by a Registered Holder and (ii) the Registered Holder exercising a Warrant affirmatively designates in writing on the American Stock Exchange or another national exchange or exercise form on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average reverse side of the closing bid and asked prices reported for Warrant Certificate that the last 20 business days immediately preceding exercise of such Registered Holder's Warrant was solicited by the Determination DateRepresentative. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon shares on the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair then current Market Value per Price of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants on whichever of such exchanges or Nasdaq which had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by such fractionthe National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. Payment Within ten (10) Business Days of receipt of the Termination Notice (the "Termination Period"), this Warrant Price may be made exercised by the Warrantholder in the manner set forth in Section 1.2(a) above during normal business hours on any Business Day during the Termination Period. In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.5(b), the Company shall, or shall cause its transfer agent to, within two (2) Business Days of the Company's receipt of the Aggregate Exercise Price and this Warrant (or an indemnification undertaking or other form of security reasonably satisfactory to the Company with respect to this Warrant in the case of its loss, theft or destruction) either (A) at the option Warrantholder's request, credit such aggregate number of shares of Common Stock to which the Holder by: Warrantholder shall be entitled upon such exercise to the holder's or its designee's balance account with the DTC through its Deposit Withdrawal Agent Commission system, provided that (i) certified or official bank check payable to the order of the CompanyTransfer Agent is participating in DTC Fast Automated Securities Transfer Program, (ii) wire transfer of immediately available funds the Warrantholder is eligible to the account of the Company or receive shares through DTC, and (iii) the surrender and cancellation of a portion of shares certificates for the Common Stock issuable upon do not bear a legend thereon, or (B) issue and deliver to the address as specified in the Exercise Form, a certificate or certificates in such exercise denominations as may be requested by the holder in the Exercise Form, registered in the name of this Warrantthe Warrantholder or its designee, which shall be valued and credited toward the total Warrant Price due the Company for the exercise number of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock to which the Warrantholder shall be entitled upon such exercise. Upon delivery of the Aggregate Exercise Price and this Warrant, the holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised. If this Warrant is not exercised during the Termination Period or is exercised only in part, this Warrant or the remainder thereof, as applicable, shall immediately cease to be exercisable and shall be cancelled, and the Warrantholder shall cease to have any rights with respect to this Warrant. No adjustments shall be made on Warrant Shares issuable upon on the exercise of this Warrant pursuant for any cash dividends paid or payable to the terms hereof shall be validly issued and, upon payment holders of the Warrant Price, shall be fully paid and nonassessable shares record of Common Stock determined as provided herein. For purposes hereof, prior to the "Fair Market Value" of a share of Common Stock date as of a particular date (which the "Determination Date") Warrantholder shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event record holder of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionShares.

Exercise. Payment a. Prior to exercising a Warrant, the holder of this Warrant Certificate is required to give a written certification that such holder is not a U.S. Person (as that term is defined in Rule 902(o) of Regulation S, a copy of which is attached hereto as Exhibit "A") and the Warrant is not being exercised on behalf of a U.S. Person, or a written opinion of counsel, in form and substance satisfactory to the Company, to the effect that the Warrant and the Common Stock delivered upon exercise thereof have been registered under the Act or are exempt from registration thereunder. b. Upon the surrender of this Certificate, provision of the Warrant Price may be made at the option written certification or written opinion described in paragraph 3.a., and payment of the Holder by: (i) certified Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or official bank check payable to upon the written order of the Companyregistered holder of this Warrant and in such name or names as the registered holder may designate, (ii) wire transfer a certificate or certificates for the number of immediately available funds full shares of Common Stock so purchased upon the exercise of any Warrant. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Common Stock on and as of the date of the delivery to the account Company of this Certificate and payment of the Company Exercise Price as aforesaid. If, however, at the date of surrender of this Certificate, provision of the written certification or (iii) written opinion described in paragraph 3.a., and payment of such Exercise Price, the surrender and cancellation of a portion of shares transfer books for the Common Stock issuable purchasable upon the exercise of any Warrant shall be closed, the certificates for the Common Stock in respect to which any such Warrant are then exercised shall be issued and the owner of such Common Stock shall become a record owner of such Common Stock on and as of the next date on which such books shall be opened, and until such date the Company shall be under no duty to deliver any certificate for such Common Stock. c. The holder hereof acknowledges that the Company will implement procedures to ensure that the Warrant may not be exercised within the United States and that the Common Stock delivered upon exercise thereof may not be delivered within the United States, other than in connection with Offshore Transactions as defined in Regulation S, unless registered under the Act or an exemption from such registration is available. d. It is the intent of holder hereof that upon the exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise issuance of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant Shares would be pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) Regulation S. If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied the issuance of the Shares by the Company to the holder would have qualified under Regulation S as in effect on the date hereof but does not qualify on such fractionexercise date because of an amendment to Regulation S promulgated after the date hereof, the Company shall use its best efforts to register the Shares under the Act for resale by the holder, unless with the good faith cooperation of holder the Shares may be issued to the holder in a transaction exempt from registration (e.g., pursuant to Section 4(2), Section 4(6), Regulation D). Such registration shall be at the cost and expense of the Company.

Exercise. Payment Subject to the provisions of Sections 5 and 8, the Warrants, when evidenced by a Warrant Price Certificate, may be made exercised at a price (the option "Exercise Price") of $_____ per share of Common Stock in whole or in part at any time during the Holder by: period (ithe "Exercise Period") certified or official bank check payable to commencing the order date (the "Initial Exercise Date") of the Company, 's Prospectus and terminating twenty-four (ii24) wire transfer months from the effective date of the Public Offering (the "Expiration Date"). A Warrant shall be deemed to have been exercised immediately available funds prior to the account close of business on the date (the "Exercise Date") of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon Certificate. The exercise form shall be executed by the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant Registered Holder or his attorney duly authorized in writing and will be delivered together with payment to the terms hereof shall be validly issued andWarrant Agent at its corporate offices (the "Corporate Office"), upon payment in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Price, shall Shares may not be fully paid and nonassessable shares of Common Stock determined issued as provided herein. For purposes hereof, the "Fair Market Value" person entitled to receive the number of a share Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of Common Stock such Warrant Shares as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded close of business on the American Stock Exchange or another national exchange or is quoted on Exercise Date. In addition, the Global SelectWarrant Agent shall also, Global or Capital Market of The Nasdaq Stock Marketat such time, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) verify that all of the shares conditions precedent to the issuance of Common Stock then issuable upon exercise Warrant Shares, set forth in Section 4, have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 5 are not satisfied as of the Exercise Date, the Warrant are outstanding at Agent shall request written instructions from the Determination DateCompany as to whether to return the Warrant and pertinent Exercise Price payment to the exercising Registered Holder or to hold the same until all such conditions have been satisfied. The Company shall not be required obligated to issue a any fractional share interests in Warrant Shares issuable or deliverable on the exercise of Common any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and, in any event, prior to the pertinent Expiration Date, pursuant to a Stock upon Transfer Agreement between the Company and Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. As Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to any fraction the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of a exercised share which certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of one or more Warrantsthe Warrants at any time as the absolute owner thereof for all purposes, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, and the Company shall pay an amount in cash equal not be affected by any notice to the Fair Market Value per share contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock on prior to the record date fixed by the Board of exercise multiplied by Directors of the Company for the determinations of holders of Common Stock entitled to such fractiondividend or other right.

Exercise. Payment (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Price may be made at Agent shall deposit the option cash or check received from the exercise of a Warrant in an account for the benefit of the Holder by: Company and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (i5) certified or official bank check payable to days after the order date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent to the person or persons entitled to receive the same a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), provided that the Warrant Agent shall refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or as the Company may direct in writing. Notwithstanding anything in the foregoing to the contrary, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission a registration statement under the Act covering the shares of Preferred Stock issuable upon exercise of such Warrant and such shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of such Warrant. The Company shall use its best efforts to have all shares so registered or qualified on or before the date on which the Warrants become exercisable. (b) If, on the Exercise Date in respect of the exercise of any Warrant at any time on or after the first anniversary of the date hereof, (i) the Market Price of the Preferred Stock is greater than the then Purchase Price of the Warrant, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon was solicited by the Fair Market Value thereof. All shares of Common Stock issuable upon Underwriter at such time as the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment Underwriter is a member of the Warrant Price, shall be fully paid and nonassessable shares National Association of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock MarketSecurities Dealers, Inc. ("NasdaqNASD"), then (iii) the average closing Warrant was not held in a discretionary account, (iv) disclosure of the compensation arrangement was made both at the time of the original offering and at the time of exercise, and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 or last sale priceany successor rule promulgated under the Securities Exchange Act of 1934, respectivelyas amended, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R)which may be in effect as of such time of exercise, then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) belowUnderwriter shall be entitled to receive, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant(s), a fee of five percent (5%) of the Purchase Price (the "Solicitation Fee"). Within five days after the exercise, the Warrant are outstanding at Agent shall send to the Determination DateUnderwriter a copy of the reverse side of the Warrant certificate relating to each Warrant exercised. The Company shall not be required In the event the Underwriter is entitled to issue a fractional share of Common Stock upon exercise of any Warrant. As Solicitation Fee with respect to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Underwriter shall deliver to the Company (i) a copy of the reverse side of the Warrant(s) and (ii) a certificate, executed by the President or Vice President of the Underwriter, certifying that the conditions set forth above have been met with respect to such exercise. Within five days after receipt thereof by the Company, the Company shall pay an amount in cash equal remit to the Fair Market Value per share Underwriter the Solicitation Fees to which the Underwriter is entitled. The Underwriter shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, the Underwriter and the Company may, at any time during business hours, examine the records of Common Stock on the date Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise multiplied by such fractionof Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of the Underwriter and the Company.

Exercise. Payment (a) This Warrant may be exercised, in whole or in part at any time and from time to time, by the Registered Holder by surrendering this Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder or by the Registered Holder’s duly authorized representative, at the principal office of the Warrant Price Company, or at such other office or agency as the Company may be made at designate by notice in writing to the option of the Holder by: Registered Holder, accompanied by either (i) cash or certified or official bank cashier’s check payable to the order of the Company, Company (ii) or wire transfer of immediately available funds funds), in lawful money of the United States, of the Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise (the “Aggregate Exercise Price”); or (ii) a written notice to the account of Company that the Registered Holder is exercising this Warrant on a “cashless” exercise basis by authorizing the Company or (iii) the surrender and cancellation of to withhold from issuance a portion number of shares Common of Preferred Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon which, when multiplied by the Fair Market Value thereof. All shares of the Preferred Stock (or Common Stock issuable upon the exercise of this Warrant pursuant Stock, as applicable), is equal to the terms hereof Aggregate Exercise Price (and such withheld shares shall no longer be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"issuable under this Warrant), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If Each exercise of this Warrant shall be deemed to have been effected immediately prior to the Company's Common Stock is not traded close of business on the American Stock Exchange or another national exchange or day on which this Warrant shall have been surrendered to the Nasdaq but is traded on Company as provided in Section 1(a) above (the NASD Over the Counter Bulletin Board or the Pink Sheets(R“Exercise Date”), then and the average party entitled to receive the Preferred Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such Preferred Stock (or, if the Registered Holder elects to immediately convert the Warrant Shares into shares of Convertible Common Stock, the holder of record of such shares of Convertible Common Stock) as of the closing bid and asked prices reported for the last 20 close of business days immediately preceding the Determination Dateon such date. (c) Except as provided in clause Within three (d3) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is business days after the date of a liquidationexercise of this Warrant, dissolution or winding upthe Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any event deemed applicable transfer taxes) may direct, a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be a liquidationentitled upon such exercise plus, dissolution or winding up in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 4 hereof; provided, however, that the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share pay any tax that may be payable in respect of Common Stock any transfer involving the issuance and delivery of any such certificate upon exercise in a name other than that of any Warrantthe Registered Holder. As to any fraction of a share which Notwithstanding the Holder of one or more Warrantsforegoing, the rights under which are exercised in Registered Holder shall be solely responsible for any income taxes payable and arising from the same transactionissuance or exercise of this Warrant, would otherwise be entitled to purchase upon such exercise, or any ad valorem property or intangible tax assessed against the Registered Holder. (d) The Company shall pay assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company, which shall be at the Company’s sole cost and expense). (e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with an amount IPO (as defined below), Change of Control (as defined below), or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such transaction or event and in cash equal to which case such exercise shall not be deemed effective until the Fair Market Value per share consummation of Common Stock on the date of exercise multiplied by such fractiontransaction or event.

Exercise. Payment a. Prior to exercising a Warrant, the holder of this Warrant Certificate is required to give a written certification that such holder is not a U.S. Person as that term is defined in Rule 902(o) of Regulation S (a copy of which is attached hereto as Exhibit "A"), and the Warrant is not being exercised on behalf of a U.S. Person, or a written opinion of counsel, in form and substance satisfactory to the Company, to the effect that the Warrant and the Common Stock delivered upon exercise thereof have been registered under the Act or are exempt from registration thereunder. b. Upon the surrender of this Certificate, provision of the Warrant Price may be made at the option written certification or written opinion described in paragraph 3.a., and payment of the Holder by: (i) certified Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or official bank check payable to upon the written order of the Companyregistered holder of this Warrant and in such name or names as the registered holder may designate, (ii) wire transfer a certificate or certificates for the number of immediately available funds full shares of Common Stock so purchased upon the exercise of any Warrant. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Common Stock on and as of the date of the delivery to the account Company of this Certificate and payment of the Company Exercise Price as aforesaid. If, however, at the date of surrender of this Certificate, provision of the written certification or (iii) written opinion described in paragraph 3.a., and payment of such Exercise Price, the surrender and cancellation of a portion of shares transfer books for the Common Stock issuable purchasable upon the exercise of any Warrant shall be closed, the certificates for the Common Stock in respect to which any such Warrant are then exercised shall be issued and the owner of such Common Stock shall become a record owner of such Common Stock on and as of the next date on which such books shall be opened, and until such date the Company shall be under no duty to deliver any certificate for such Common Stock. c. The holder hereof acknowledges that the Company will implement procedures to ensure that the Warrant may not be exercised within the United States and that the Common Stock delivered upon exercise thereof may not be delivered within the United States, other than in connection with "Offshore Transactions" as defined in Rule 902(i) of Regulation S, unless registered under the Act or an exemption from such registration is available. d. It is the intent of holder hereof that upon the exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise issuance of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant Shares would be pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) Regulation S. If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied the issuance of the Shares by the Company to the holder would have qualified under Regulation S as in effect on the date hereof but does not qualify on such fractionexercise date because of an amendment to Regulation S promulgated after the date hereof, the Company shall use its best efforts to register the Shares under the Act for resale by the holder, unless with the good faith cooperation of holder the Shares may be issued to the holder in a transaction exempt from registration (e.g., pursuant to Section 4(2), Section 4(6), Regulation D). Such registration shall be at the cost and expense of the Company.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Warrant Price may be made at the option Company of an amount in lawful money of the Holder by: United States of America equal to the applicable Purchase Price, have been received by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five (i5) certified business days after such date, the Warrant Agent, on behalf of the Company, shall cause to be issued to the person or official bank persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to Section 4(b) hereof, shall cause all payments in cash or by check made payable to the order of the Company, (ii) wire transfer of immediately available funds to the account Company in respect of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall Purchase Price to be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on bank account or delivered to the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination DateCompany. (b) If At any time upon the exercise of any Warrants after __________, 1997 [the 1st anniversary of the effective date of the Registration Statement], the Warrant Agent shall, on a daily basis, within two (2) business days after any such exercise, notify the Underwriter or its successors or assigns of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Purchase Price, but in no event later than five (5) business days after the last day of the calendar week in which such funds were tendered), remit to the Underwriter or its successors or assigns an amount equal to four percent (4%) of the Purchase Price of such Warrants being then exercised unless the Underwriter or its successors or assigns shall have notified the Warrant Agent that the payment of such amount with respect to any such Warrant is violative of the rules and regulations promulgated under the Exchange Act, the rules and regulations of the NASD or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Underwriter's Warrants, in any of which events the Warrant Agent shall have to pay such amount to the Company; provided, however, that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than one thousand dollars ($1,000) and the Warrant Agent's Common Stock is not traded on obligation to make such payments shall be suspended until the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(Ramount payable aggregates one thousand dollars ($1,000), then the average and provided further, that, in any event, any such payment (regardless of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Dateamount) shall be made not less frequently than monthly. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required obligated to issue a any fractional share of Common Stock interests or fractional warrant interests upon the exercise of any Warrant. As to any fraction of a share which the Holder of one Warrant or more Warrants, the rights under which are exercised nor shall it be obligated to issue scrip or pay cash in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash lieu of fractional interests. Any fraction equal to or greater than one-half (1/2) shall be rounded up to the Fair Market Value per next full share of Common Stock on or Warrant, as the date of exercise multiplied by such fractioncase may be. Any fraction less than one-half shall be eliminated.

Exercise. Payment (i) A Warrant Holder may exercise the Warrants, in whole or in part, to purchase the Underlying Shares in such amounts as may be elected upon surrender of the Warrant Certificate(s), together with duly executed Subscription Form(s), to the Company at its corporate office, together with the full Underlying Share Purchase Price may for each Underlying Share to be made at the option purchased, in lawful money of the Holder by: (i) United States, or by certified check or official bank check draft payable in United States dollars to the order of the Company, Company and upon compliance with and subject to the conditions set forth herein and in the Warrant Certificate(s). (ii) wire transfer Upon receipt of immediately available funds such Warrant Certificate(s), together with the duly executed Subscription Form(s), and accompanied by payment of the Underlying Share Purchase Price for the number of Underlying Shares for which such Warrants are then being exercised, the Company shall, subject to Section 6(b) hereof, cause to be issued and delivered promptly, but in no event later than the third Business Day after the date on which the Company receives the Warrant Certificate(s), the Subscription Form(s) and the Underlying Share Purchase Price, to the account Warrant Holder certificates for such shares of Common Stock in such denominations as are requested by the Company or Warrant Holder in the Subscription Form(s). (iii) In case a Warrant Holder shall exercise Warrants with respect to less than all of the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this WarrantUnderlying Shares, the Company will execute new Warrant Certificate(s), substantially in the form attached hereto as Exhibit A, which shall be valued and credited toward the total Warrant Price due the Company exercisable for the balance of the Underlying Shares that may be purchased upon exercise of the unexercised portion of the Warrants and shall deliver such new Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant Certificate(s) to the terms hereof Warrant Holder. Warrant Certificates shall be validly issued and, upon payment executed on behalf of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If Company by the Company's Common Stock is traded Chairman of the Board, President or any Vice President and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary. (iv) Warrants shall be deemed to have been exercised immediately prior to the close of business on the American Stock Exchange or another national exchange or is quoted on Exercise Date, and the Global Select, Global or Capital Market person entitled to receive the Underlying Shares and any Warrant Certificate(s) representing the unexercised portion of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale priceWarrants deliverable upon such exercise shall be treated for all purposes as the holder of such Underlying Shares and unexercised Warrants, respectively, reported for upon such exercise as of the last 20 close of business days immediately preceding on the Determination Exercise Date. (bv) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid The Company covenants and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder agrees that it will pay when due and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education payable any and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to taxes that may be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all issue of the shares Warrants or the issue of Common Stock then issuable upon exercise any Underlying Shares. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer by the Warrant Holder of the Warrant are outstanding Warrants or any Underlying Shares to any person or entity at the Determination Datetime of surrender. The Until the payment of the tax referred to in the previous sentence and the presentation to the Company by the Warrant Holder of reasonable proof of such payment, the Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As Underlying Shares or new Warrant Certificates representing unexercised Warrants to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractiontransferee.

Exercise. Payment (a) Stockholders may acquire Series A Preferred Shares pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege by delivery to the Agent as specified in the Prospectus of the Warrant Price may be made at the option of the Holder by: (i) certified the Subscription Certificate with respect thereto, duly executed by such Stockholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the Subscription Price for each Series A Preferred Share subscribed for by exercise of such Rights, in U.S. dollars by check or official bank check draft (cashier's check) drawn upon a United States bank or a postal, telegraphic or express money order payable to the order of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination DateAgent. (b) If Rights may be exercised at any time after the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average date of issuance of the closing bid and asked prices reported for Subscription Certificates with respect thereto but no later than 5:00 P.M. New York time on such date as the last 20 business days immediately preceding Company shall designate to the Determination Agent in writing (the "Expiration Date"). Once a holder of Rights has exercised his or her Rights, such exercise may not be revoked or rescinded. For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the Corporate Actions Division of the Agent specified in the Prospectus. (c) Except as provided in clause (dNotwithstanding the provisions of Section 4(a) belowand 4(b) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. New York time on the Expiration Date, if prior to such time the Company's Common Stock is not publicly tradedAgent receives payment in full for the Series A Preferred Shares purchased by the Stockholder pursuant to his or her Basic Subscription Privilege and Over-Subscription Privilege and a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having a correspondent in the United States guaranteeing delivery of a properly completed and executed Subscription Certificate, then as the Holder and the Company agree or in the absence such exercise of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up Rights pursuant to the Company's charterBasic Subscription Privilege and Over- Subscription Privilege shall be regarded as timely, then all amounts subject, however, to be payable per share to holders receipt of the Common Stock pursuant to duly executed Subscription Certificate within three Business Days (as defined below) after the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for Expiration Date. For the purposes of the Prospectus and this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company Agreement, "Business Day" shall not be required to issue a fractional share of Common Stock upon exercise of mean any Warrant. As to any fraction of a share day on which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock trading is conducted on the date of exercise multiplied by such fractionNew York Stock Exchange.

Exercise. Payment Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Warrants may only be exercised for purchase of whole shares of Common Stock. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Registered Holders thereof, either in full or from time to time in part. Warrants may be exercised upon surrender to the Company at the principal office of the Warrant Price may be made at the option Agent, of the Holder by: certificate or certificates evidencing the Warrants to be exercised (i) certified or official bank check payable except as otherwise provided herein), together with the form of election to purchase on the reverse thereof duly filled in and signed and upon payment to the order of the Company, (ii) wire transfer of immediately available funds to Warrant Agent for the account of the Company or (iii) of the surrender and cancellation of a portion purchase price for the number of shares of Common Stock issuable on exercise of the Warrants then being exercised. Payment of the aggregate purchase price shall be made in cash or by certified or official bank check. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise of this Warrant, which shall be valued and credited toward treated for all purposes as the total Warrant Price due the Company for holder of those securities upon the exercise of the Warrant based upon as of the Fair Market Value thereofclose of business on the Exercise Date. All shares of Common Stock issuable upon As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of this a Warrant pursuant to and shall notify the terms hereof shall be validly issued and, upon payment Company in writing of the Warrant Priceexercise of the Warrants. Promptly following, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date in any event within five (the "Determination Date"5) shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is after the date of a liquidationsuch notice from the Warrant Agent, dissolution or winding upthe Warrant Agent, or any event deemed on behalf of the Company, shall cause to be a liquidationissued and delivered by the Transfer Agent, dissolution or winding up pursuant to the Company's charterperson or persons entitled to receive the same, then all amounts to be payable per share to holders a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Common Stock pursuant Registered Holder), unless prior to the charter in the event date of issuance of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, certificates the Company shall pay an amount in cash equal instruct the Warrant Agent to the Fair Market Value per share refrain from causing such issuance of Common Stock on the date of exercise multiplied by such fraction.certificates pending

Exercise. Payment If Tenant desires to exercise an Extension Option, it -------- shall send notice thereof (an "Extension Notice") to Landlord no more than three hundred (300) nor less than two hundred seventy (270) calendar days prior to the expiration of the Warrant Price may be made at the option Term or Extension Renewal Term of the Holder by: Lease then in effect. Landlord and Tenant shall endeavor in good faith to determine the Prevailing Rental Rate within thirty (i30) certified or official bank check payable to the order calendar days after Landlord's receipt of Tenant's Extension Notice. If they cannot agree within thirty (30) calendar days, each shall appoint an appraiser who shall arrive at an estimate of the CompanyPrevailing Rental Rate within thirty (30) calendar days. If such estimates are within five percent (5%) of each other, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported two shall be the new Base Rent for the last 20 business Extension Renewal Term. If the estimates are more than five percent (5%) apart, each appraiser shall select a third appraiser within five (5) calendar days immediately preceding or, if they fail to do so, Landlord shall select a third appraiser. The third appraiser shall prepare an estimate of the Determination Date. (c) Except Prevailing Rental Rate as provided above within thirty (30) calendar days and the two closest of the three estimates shall be averaged to determine the new Base Rent for the new Extension Renewal Term. No later than one hundred twenty (120) calendar days prior to the expiration of the Lease Term then in clause effect, Landlord and Tenant shall execute an amendment to the Lease (dan "Extension Amendment") belowstating the new Base Rent and expiration date of the Lease Term. If such an Extension Amendment is not fully executed by the parties for any reason as provided above other than Landlord's breach, the Term shall not be extended and all Extension Option(s) hereunder shall terminate. Notwithstanding the foregoing, Tenant shall not be entitled to extend this Lease if an uncured Event of Default has occurred under any term or provision contained in the Lease Agreement or a condition exists which with the passage of time or the giving of notice, or both, would constitute an Event of Default pursuant to the Lease Agreement as of the date of exercise of this Extension Option. The rights contained in this Addendum shall be personal to the originally named Tenant and may be exercised only by the originally named Tenant and any Related Entity (and not any other assignee, sublessee or other Transferee of Tenant's interest in this Lease) and only if the Company's Common Stock is not publicly traded, then originally named Tenant or Related Entity occupies the entire Premises as of the Holder and date it exercises the Company agree or in the absence of agreement by arbitration Extension Option in accordance with the rules then terms of this Addendum. If Tenant properly exercises the Extension Option and is not in effect default under this Lease at the end of the American Arbitration Associationinitial Term of the Lease, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidationLease Term, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant as it applies to the Company's charterentire Premises then leased by Tenant, then all amounts to shall be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming extended for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionExtension Renewal Term.

Exercise. Payment The Class F Warrants shall become exercisable beginning on the Trading Date and for the duration of the Class F Exercise Period (subject) to extension in accordance with Section 5 below. A Warrant represented by a Warrant Certificate may be exercised in whole or in part during the Exercise Period, but in no event after the expiration Date. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise (the "Exercise Date") of the Warrant Price may Certificate. The exercise form shall -3- 6 be made at executed by the option Registered Holder thereof or his attorney duly authorized in writing and shall be delivered together with any other documents required by the Company and payment to the Warrant Agent, in cash or by official bank or certified check, of an amount in lawful money of the Holder by: (i) certified or official bank check payable United States of America. Such payment shall be an amount equal tot he Class F Exercise Price per Warrant as hereinabove defined. The person entitled to receive the order number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the Company, (ii) wire transfer close of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded business on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Exercisable Date. The Company shall not be required obligated to issue a any fractional share interests in Warrant Shares issuable on exercise of Common Stock upon a Warrant. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. As soon as practicable on or after the Exercise Date and in any event within 30 days after such date, the Warrant agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares deliverable on exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall pay cause payment of an amount in cash equal to the Fair Market Value per Exercise Price to be made promptly to the order of the Company. The parties contemplate such payments will be made by the Warrant Agent to the Company on a weekly basis and will consist of collected funds only. The Warrant Agent shall hold any proceeds collected and not yet paid to the Company in a Federally-insured escrow account at a commercial bank selected by agreement of the Company and the Warrant agent, at all times relevant hereto. Following a determination by the Warrant Agent that collected funds have been received, the Warrant Agent shall cause share certificates to be issued representing the number of Common Stock Warranties exercised by the holder. Expenses incurred by the Warrant Agent, including administrative costs, costs of maintaining records and other expenses, shall be paid by the Company according to the standard fees imposed by the Warrant Agent for such services. A $15.00 fee shall be paid to the Warrant Agent by the Registered holder of any Warrants on exercise of such Warrants and will be retained by the date Warrant agent over and above expenses. All expenses incurred by the Warrant Agent and to be paid by the Company shall be deducted from the Escrow Account prior to distribution of exercise multiplied by such fractionfunds to the Company.

Exercise. Payment (a) Class B Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Class B Warrant Exercise Date, but not after the Class B Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Class B Warrant Certificate. A Class B Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Class B Warrant Certificate representing such Class B Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Class B Warrant Agent for the account of the Warrant Price may be made at the option Company of an amount in lawful money of the Holder by: United States of America equal to the applicable Purchase Price, have been received by the Class B Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five (i5) certified business days after such date, the Class B Warrant Agent, on behalf of the Company, shall cause to be issued to the person or official bank persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Class B Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Class B Warrants, the Class B Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments in cash or by check made payable to the order of the Company, (ii) wire transfer of immediately available funds to the account Company in respect of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall Purchase Price to be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on bank account or delivered to the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination DateCompany. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required obligated to issue a any fractional share of Common Stock interests or fractional Class B Warrant interests upon the exercise of any WarrantClass B Warrant or Class B Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. As to Any fractional interest shall be eliminated by rounding any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal down to the Fair Market Value per next full share of Common Stock on or Class B Warrant, as the date of exercise multiplied by such fractioncase may be, or other securities, properties or rights.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised at any time commencing with the Initial Warrant Exercise Date, and ending at the close of business on the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Warrant Price may be made at the option Company, of an amount in lawful money of the Holder by: United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrant, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If At any time upon the exercise of any Warrants after 181 days from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Underwriter, and its successors or assigns, of the exercise of any such Warrants and shall, on a (1) the Underwriter shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable state securities of "blue sky" laws, or (2) the Warrants are those underlying the Underwriter's Warrants, or (3) the market price of the Common Stock on the subject Exercise Date is lower than the Purchase Price, or (4) the Warrants are held in a discretionary account, or (5) the Warrants are exercised in an unsolicited transaction, in any of which events the Warrant Agent shall pay such amount to the Company; provided that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's Common Stock is obligation to make such payments shall be suspended until the amount payable aggregate $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Dateless frequently than monthly. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock shares upon the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX") or is traded on The Nasdaq National Market Value per (" Nasdaq/NM"), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants on whichever of such exchanges or Nasdaq/NM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on either the NYSE or the AMEX and is not traded on Nasdaq/NM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the last sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX, and is not traded on Nasdaq/NM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by such fractionthe National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (5) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally accepted accounting principles, consistently applied.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised at any time commencing with the Initial Warrant Exercise Date, and ending at the close of business on the Warrant Price may be made at Expiration Date, upon the option of the Holder by: (i) certified or official bank check payable terms and subject to the order of conditions set forth herein (including the Company, provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A (iib) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable At any time upon the exercise of this Warrant pursuant to any Warrants after 181 days from the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes date hereof, the "Fair Market Value" Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Underwriter, and its successors or assigns, of the exercise of any such Warrants and shall, on a share weekly basis (subject to collection of Common Stock funds constituting the (1) the Underwriter shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as of a particular date amended, (the "Determination DateExchange Act") shall mean: (a) If ), or the Company's Common Stock is traded on rules and regulations of the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market National Association of The Nasdaq Stock MarketSecurities Dealers, Inc. ("NasdaqNASD")) or applicable state securities of "blue sky" laws, then or (2) the average closing Warrants are those underlying the Underwriter's Warrants, or last sale price(3) the market price of the Common Stock on the subject Exercise Date is lower than the Purchase Price, respectivelyor (4) the Warrants are held in a discretionary account, reported for or (5) the last 20 business days immediately preceding Warrants are exercised in an unsolicited transaction, in any of which events the Determination Date. (b) If Warrant Agent shall pay such amount to the Company; provided that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's Common Stock is obligation to make such payments shall be suspended until the amount payable aggregate $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Dateless frequently than monthly. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue fractional shares upon the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants (1) If the Common Stock is listed or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX") or is traded on The Nasdaq National Market (" Nasdaq/NM"), the current market value of a fractional share of Common Stock upon shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of any Warrant. As the Warrants on whichever of such exchanges or Nasdaq/NM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to any fraction unlisted trading privileges on either the NYSE or the AMEX and is not traded on Nasdaq/NM, but is quoted or reported on Nasdaq, the current market value of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock shall be the average of the last reported closing bid and asked prices (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX, and is not traded on Nasdaq/NM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by such fractionthe National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (5) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally accepted accounting principles, consistently applied.

Exercise. Payment Rights may be exercised at any time prior to the Expiration Time upon the terms and conditions set forth in the Prospectus, the Subscription Agreement and in this Agreement. a. The Rights Offering is eligible for the Automated Subscription Offer Program ("ASOP") of DTC. Because all Record Holders are DTC participants, all rights must be exercised through ASOP. If an Eligible Rights Holder wishes to purchase Shares through the exercise of Rights issued in the Rights Offering, the Record Holder will transmit the notice of exercise by electronic message through ASOP with sufficient time for DTC to send such message to the Subscription Agent at the Expiration Time. DTC will then send such message to the Subscription Agent for the Rights Offering for its acceptance. Delivery of such message by DTC indicates that the Eligible Rights Holder of such Notes will be bound to the terms and conditions of the Warrant Rights Offering (including the authorization that the Subscription Price may be made at debited from the option Record Holder's DTC account). Along with the electronic message through ASOP, the Record Holder must also provide to the Subscription Agent either an executed Subscription Agreement or a Nominee Holder Confirmation. b. The Company will issue a maximum of 5,371,120 Shares in the Rights Offering. c. If either the number of the Rights being exercised is not specified in the electronic message through ASOP, the Subscription Agreement or the Nominee Holder by: (i) certified Certification, or official bank check payable the payment delivered is not sufficient to pay the full aggregate Subscription Price for all of the Shares stated to be subscribed for, an Eligible Rights Holder will be deemed to have exercised the maximum number of the Rights that could be exercised for the amount of the payment delivered. If the payment delivered to the order Subscription Agent by a Record Holder on behalf of an Eligible Rights Holder exceeds the aggregate Subscription Purchase Price for the number of the CompanyRights evidenced by the Subscription Agreement or Nominee Holder Certification delivered, (ii) wire transfer of immediately available funds any excess payment will be returned to such Record Holder for the account of such Eligible Rights Holder by the Company Subscription Agent as soon as practicable by mail, without interest or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrantdeduction. d. The Subscription Agent shall accept any subscription if, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant prior to the terms hereof shall be validly issued andExpiration Time, upon the Subscription Agent has received the duly completed Subscription Agreement or Nominee Holder Certification and notice of exercise through ASOP along with payment of the Warrant Price, full Subscription Price for the Shares subscribed for in the Rights Offering. e. The Subscription Price shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect customary procedures of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decidedASOP. (d) If the Determination Date is the date of a liquidationf. Once an Eligible Rights Holder has exercised its Rights, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall may not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionrevoked.

Exercise. Payment of (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Price may be made at Expiration Date, upon the option of the Holder by: (i) certified or official bank check payable terms and subject to the order of conditions set forth herein and in the Company, (ii) wire transfer of applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately available funds prior to the account close of business on the Company or (iii) Exercise Date and the surrender and cancellation of a portion of shares Common Stock issuable person entitled to receive the securities deliverable upon such exercise of this Warrant, which shall be valued and credited toward treated for all purposes as the total Warrant Price due holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Company shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the exercise securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder). (b) The Board of Directors has approved and determined to submit to stockholders a certificate of amendment to the Company's Certificate of Incorporation to increase the number of shares of authorized Common Stock to 60,000,000 shares (the "Proposed Charter Amendment"). It is understood that if the Proposed Charter Amendment is not filed with the Secretary of State of Delaware by the Initial Warrant based upon Exercise Date, after reserving the Fair Market Value thereof. All number of shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment conversion of the Warrant PriceSeries B Preferred Stock sold in the Private Placement, shall be fully paid and nonassessable including the Series B Preferred Stock underlying the Placement Agent Option, the Company may not have a sufficient number of shares of Common Stock determined as provided hereinauthorized and available for issuance upon exercise of this Warrant. For purposes hereofTherefore, prior to the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average filing of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) belowProposed Charter Amendment, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes holder of this clause (d) Warrant shall be allowed to exercise this Warrant for only that all number of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share product of the number of authorized, unissued and unreserved shares of Common Stock on the date of exercise multiplied by a fraction, the numerator of which is the total number of Warrant Shares issuable upon exercise of the Warrant held by such fractionholder and the denominator of which is the total number of Warrant Shares issuable upon exercise of the Warrants sold in the Private Placement, including the Placement Agent Option. (c) The Registered Holder may, at its option, at any time on or after the Initial Warrant Exercise Date, exchange Warrants on a cashless basis, in whole or in part (a "Warrant Exchange"), for the number of Warrant Shares determined in accordance with this Section (4)(c), by surrendering the Warrant Certificate at the principal office of the Company, accompanied by a notice stating such Registered Holder's intent to effect such exchange, the number of Warrants to be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new Warrant Certificate of like tenor evidencing the balance of the Warrants remaining subject to the surrendered Warrant Certificate, shall be issued as of the Exchange Date and delivered to the Registered Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant Certificate shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrants specified by the Registered Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market price of a share of Common Stock. Current market price shall have the meaning set forth Section 11 hereof, except that for purposes hereof, the date of exercise, as used in such Section 11 hereof, shall mean the Exchange Date.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the Warrant Price may close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be made exercised at one time by the option same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the Holder by: aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If At any time upon the Company's Common Stock exercise of any Warrants after one year from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify National of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to National an amount equal to five percent (5%) of the Purchase Price of such Warrants then being exercised unless National shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is not traded on violative of the American Stock General Rules and Regulations promulgated under the Exchange Act, or another national exchange or on the Nasdaq but is traded on rules and regulations of the NASD Over the Counter Bulletin Board or applicable state securities or "blue sky" laws, or the Pink Sheets(R)Warrants are those underlying the Representative's Warrants in which event, then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator Warrant Agent shall have to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant pay such amount to the Company's charter; provided, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company Agent shall not be required obligated to issue a fractional share of Common Stock upon exercise of pay any Warrant. As amounts pursuant to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fraction.this

Exercise. Payment Subject to the terms hereof: the Warrants, evidenced by this Warrant Certificate, may be exercised at the Exercise Price in whole or in part at any time during the period (the “Exercise Period”) commencing on August 15, 2007 as contemplated by the Amendment, Consent and Waiver and terminating at the close of business on November 13, 2007 (the “Expiration Date”). The Exercise Period may also be extended by the Company’s Board of Directors. A Warrant shall be deemed to have been exercised in immediately prior to the close of business on the date (the “Exercise Date”) of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable surrender to the order Company at its principal offices of this Warrant Certificate with the exercise form attached hereto executed by the Registered Holder and accompanied by payment to the Company, (ii) wire transfer in cash or by official bank or certified check, of immediately available funds an amount equal to the account aggregate Exercise Price, in lawful money of the Company or (iii) United States of America. The person entitled to receive the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then Shares issuable upon exercise of a Warrant or Warrants (“Warrant Shares”) shall be treated for all purposes as the holder of such Warrant are outstanding at Shares as of the Determination close of business on the Exercise Date. The Company shall not be required obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or script or cash with respect thereto, but, if Company elects not to issue a fractional share share, the Company will pay a cash adjustment in respect of Common Stock upon exercise of any Warrant. As to any fraction of a share Warrant Share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay issuable in an amount in cash equal to the Fair Market Value per share same fraction of Common Stock the amount by which the market price of a Share on the date of exercise multiplied exceeds the Exercise Price, such market price to be determined in good faith by the Board of Directors of the Company. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such fractionexercise. Promptly, and in any event within ten business days after the Exercise Date, the Company shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the Registered Holder thereof to any of the rights of shareholders or to any dividend declared on the Shares unless the Registered Holder shall have exercised the Warrants and thereby purchased the Warrant Shares prior to the record date for the determination of holders of Shares entitled to such dividend or other right.

Exercise. Payment (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereafter set forth) as to all or any increment or increments of fifty thousand (50,000) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company during normal business hours on any business day at the address set forth in SECTION 17 hereof or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price may of the Shares so purchased. The Exercise Price shall be made payable, at the option of the Holder by: Holder, (i) by certified or official bank check payable to the order of the Companycheck, (ii) by wire transfer of immediately available funds to the an account of designated by the Company to the Holder, or (iii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable, and cancellation in any event within five (5) business days thereafter, execute and deliver to the Holder of this Warrant a portion certificate or certificates for the total number of shares Common Stock issuable whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon such exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Shares in a name other than the registered holder of this Warrant. The holder of this Warrant shall be valued and credited toward responsible for income taxes due, if any, under federal or state law. (b) In lieu of exercising this Warrant pursuant to Section 3(a) above, the total Warrant Price due Holder shall have the right to require the Company for to convert this Warrant, in whole or in part and at any time or times into Shares (the "Conversion Right"), upon delivery of written notice of intent to convert to the Company at its address in Section 3(a) or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant. Upon exercise of the Warrant based upon Conversion Right, the Company shall deliver to the Holder (WITHOUT payment by the Holder of any Exercise Price) that number of Shares which is equal to the quotient obtained by dividing (x) the value of the number of Shares with respect to which the Conversion Right is being exercised (determined by subtracting the aggregate Exercise Price for the Shares with respect to which the Conversion Right is being exercised from a number equal to the product of (i) the Fair Market Value thereofper Share (as such term is defined in Section 11(c)) as at such time, MULTIPLIED by (ii) the number of Shares with respect to which the Conversion Right is being exercised), by (y) such Fair Market Value per Share. All shares Any references in this Warrant to the "exercise" of Common Stock this Warrant, and the use of the term exercise herein, shall be deemed to include (without limitation) any exercise of the Conversion Right. (c) No fractional Shares shall be issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued andWarrant, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or shall in lieu of issuing fractional Shares pay the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay holder hereof an amount in of cash equal to the fractional Share that otherwise would be issuable multiplied by the Fair Market Value per share Share (as defined in Section 11(c)) at the time of Common Stock on the date of exercise multiplied by such fractionexercise.

Exercise. Payment (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Price may be made at Agent shall deposit the option proceeds received from the exercise of a Warrant and shall notify the Company in writing of the Holder by: (i) certified or official bank check payable to exercise of the order Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, (ii) wire transfer of immediately available funds shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder) unless prior to the date of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant based upon Agent shall promptly remit the Fair Market Value thereof. All shares payment received for the Warrant to the Company or as the Company may direct in writing. (b) If, at the Exercise Date in respect of Common Stock issuable upon the exercise of this any Warrant pursuant to at any time on or after the terms hereof shall be validly issued and, upon payment first anniversary of the Warrant Price, shall be fully paid and nonassessable shares date hereof (i) the market price of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on greater than the American Stock Exchange or another national exchange or is quoted on then Purchase Price of the Global SelectWarrant, Global or Capital Market (ii) the exercise of The Nasdaq Stock Market, Inc. the Warrant was solicited by a member of the Financial Industry Regulatory authority ("NasdaqFINRA"), then (iii) the average closing Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule l0b-6 (as such rule or last sale price, respectively, reported for any successor rule may be in effect as of such time of exercise) promulgated under the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Securities Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R)Act of 1934, then the average Warrant Agent, simultaneously with the distribution of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and proceeds to the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable received upon exercise of the Warrant are outstanding at Warrant(s) so exercised shall, on behalf of the Determination DateCompany, pay from the proceeds received upon exercise of the Warrant(s), a fee of five percent of the Purchase Price to the dealer who solicited the exercise. The Company shall not reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). The provisions of this paragraph may be required to issue a fractional share modified, amended or deleted with the prior written consent of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionCompany.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the Warrant Price may close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be made exercised at one time by the option same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the Holder by: (i) certified aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or official bank after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities deliverable upon such exercise and shall cause the payment of an amount in cash or by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon Purchase Price for such exercise of this Warrantsecurities, which shall to be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datedesignated bank account. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon shares on the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair Market Value per then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges, on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by such fractionthe National Quotation Bureau, Inc. on the OTC Electronic Bulletin Board operated by Nasdaq on the last business day prior to the date of exercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc. on the OTC Electronic Bulletin Board operated by Nasdaq, the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. Payment (a) This Warrant may be exercised one or more times, in whole or minimum increments of 25,000 shares (or the balance of the Warrant Warrant), on any business day on or before the expiration date listed above by presentation and surrender hereof to the Corporation at its principal office of a written exercise request and the Exercise Price may be made at the option in lawful money of the Holder by: (i) United States of America in the form of a wire transfer or certified or official bank check payable to for the order of Warrant Shares specified in the Companyexercise request. If this Warrant should be exercised in part only, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the shall, upon surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued execute and credited toward deliver a new Warrant evidencing the total Warrant Price due rights of the Company for Holder hereof to purchase the exercise balance of the Warrant based upon Shares purchasable hereunder. Upon receipt by the Fair Market Value thereof. All shares Corporation of Common Stock issuable upon the an exercise of this Warrant pursuant to the terms hereof shall be validly issued andrequest and representations, upon together with proper payment of the Warrant Exercise Price, at such office, the Holder shall be fully paid deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Corporation shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. The Corporation shall pay any and nonassessable shares all transfer agent fees, documentary stamp or similar issue or transfer taxes payable in respect of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" issue or delivery of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination DateWarrant Shares. (b) If At any time during the period from issuance to on or before September 30, 1999 (the "Exchange Period"), the Holder may, at its option, exchange this Warrant, in whole only (a "Warrant Exchange"), into Thirty Eight Thousand One Hundred Eighty Two (38,182) Warrant Shares by surrendering this Warrant at the principal office of the Company, accompanied by a written notice stating such Holder's Common Stock is not traded on the American Stock Exchange or another national intent to effect such exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass date on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder requests that such Warrant Exchange occur (the "Notice of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company Exchange"). The Warrant Exchange shall pay an amount in cash equal to the Fair Market Value per share of Common Stock take place on the date the Notice of exercise multiplied Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such fractionWarrant Exchange shall be issued as of the Exchange Date and delivered to the Holder within ten (10) days following the Exchange Date. After the expiration of the Exchange Period, this Warrant may only be exercised pursuant to Paragraph 1(a) of this agreement.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the 7 Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provision set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Warrant Price may be made at the option Company, of an amount in lawful money of the Holder by: United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than two or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if two or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any two or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of Purchase Price, to be deposited promptly in the Company or Company's bank account. 8 (iiib) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable At any time upon the exercise of this Warrant pursuant to any two or more Warrants after the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes date hereof, the "Fair Market Value" Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representatives, their successors or assigns of the exercise of any such Warrants and shall, on a share weekly basis (subject to collection of Common Stock funds constituting the tendered Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the Representatives an amount equal to $.40 for each Warrant being then exercised unless the Representatives shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as of a particular date amended, (the 'Exchange Act"Determination Date") shall mean: (a) If ), or the Company's Common Stock is traded on rules and regulations of the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market National Association of The Nasdaq Stock MarketSecurities Dealers, Inc. ("NasdaqNASD")) or applicable state securities or "blue sky" laws, then or the average closing or last sale priceWarrants are those underlying the Representatives' Warrants in which event, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If Warrant Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's Common Stock is obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Dateless frequently than monthly. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required obligated to issue a any fractional share of Common Stock interests or fractional warrant interests upon the exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be rounded up to the next full share or Warrant. As to , as the case may be, any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise less than one-half shall be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fraction.eliminated. 9

Exercise. Payment (a) Warrants may be exercised commencing at any time on or after the Effective Date, but not after the Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Price may be Certificate representing such Warrant, with the Exercise Form thereon duly executed by the Registered Holder thereof with such Registered Holder’s signature guaranteed, together with payment in cash or by bank or cashier’s check made at the option of the Holder by: (i) certified or official bank check payable to the order of the Company, (ii) wire transfer of immediately available funds an amount in lawful money, of the United States of America equal to the account applicable Exercise Price, has been received in good funds by the Warrant Agent or the Company. If received by the Company, the Company shall deliver the original Warrant Certificate and Exercise Form to the Warrant Agent as soon as practicable. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, the Warrant Agent on behalf of the Company shall cause to be issued to the person or (iii) persons entitled to receive the surrender same a certificate or certificates for the Common Shares deliverable upon such exercise, and cancellation the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of a portion Warrants, the Warrant Agent shall promptly notify the Company in writing of shares Common Stock issuable such fact and of the number of securities delivered upon such exercise and shall cause all payments of this Warrant, which shall be valued and credited toward an amount in cash or by check made payable to the total Warrant Price due the Company for the exercise order of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant Company, equal to the terms hereof shall be validly issued and, upon payment of the Warrant Exercise Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date’s bank account. (b) If any Warrants are exercised which exercise was solicited by a broker-dealer with whom the Company's Common Stock is not traded on Company agreed in writing to pay a solicitation fee for exercise of the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(RWarrant (a “Broker-Dealer”), then the average soliciting Broker-Dealer shall be entitled to receive from the Company upon exercise of each of the closing bid Warrants so exercised, a fee of not less than six percent (6%) and asked prices reported not greater than ten percent (10%), the exact percentage to be determined by a separate agreement between the Company and the Broker-Dealer, of the aggregate price of the Warrants so exercised (the “Exercise Fee”); provided, that, at the time of exercise, (i) the market price of the Company’s Common Shares is equal to or greater than the Exercise Price, (ii) the Broker-Dealer is a member of Financial Industry Regulation Authority, Inc. (iii) the Warrant is not held in a discretionary account, unless prior specific written approval for exercise has been received by the Broker-Dealer from its customer, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants, and (v) the solicitation of the Warrant is not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. Within five (5) days after the end of each month, the Warrant Agent will notify the Company of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last 20 business days immediately preceding month. The Warrant Agent will provide the Determination DateCompany with such information, in connection with the exercise of each Warrant, as the Company shall reasonably request. In the event that an Exercise Fee is paid to a Broker-Dealer with respect to a Warrant which was not properly completed for exercise or in respect of which such Broker-Dealer is not entitled to an Exercise Fee, such Broker-Dealer will return such Exercise Fee to the Company. (c) Except as provided The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in clause (d) below, if lieu of fractional interests. Any fractional interest shall be rounded up to the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decidednearest whole figure. (d) If Anything in this Section 4 notwithstanding, no Warrant will be exercisable unless at the Determination Date is time of exercise the date of Company has filed with the Securities and Exchange Commission, and there shall be then effective, a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to registration statement under the Company's charter, then all amounts to be payable per share to holders 1933 Act covering the offer and sale of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then Shares issuable upon exercise of such Warrant and such offer and sale of the Common Shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrant. (e) In addition, if it is required by law and upon instruction by the Company, the Warrant are outstanding at Agent will deliver to each Registered Holder a prospectus that complies with the Determination Date. The Company shall not be required to issue a fractional share provisions of Common Stock upon exercise Section 5 of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, 1933 Act and the Company shall pay an amount in cash equal agrees to supply the Fair Market Value per share Warrant Agent with a sufficient number of Common Stock on the date of exercise multiplied by such fractionprospectuses to effectuate that purpose.

Exercise. Payment This Warrant may be exercised, in whole at any time or in part from time to time, commencing on August 21, 1998 and prior to 5:00 P.M., Eastern Standard Time on June 30, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price may Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made at the option of the Holder by: (i) by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may pay in cash an amount equal to the product of (i) the daily mean average of the Closing Price of a share of Common Stock on the ten consecutive trading days before the Conversion Date and (ii) wire transfer such fraction of immediately available funds a share or (b) may issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the account of Holder certificates for the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which within ten business days after such exercise and the person exercising shall be valued and credited toward deemed to be the total Warrant Price due the Company for the exercise holder of record of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof such exercise. No warrant granted herein shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded exercisable after 5:00 p.m. Eastern Standard Time on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market third anniversary of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionissuance.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date provided that the Warrant Certificate representing such Warrant, with the exercise NY1-161301.1 8789-10-MZ1-10/29/96 7 form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Warrant Price may be made at the option Company of an amount in lawful money of the Holder by: United States of America equal to the applicable purchase price, have been received by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Purchase Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon shares on the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If two or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the NY1-161301.1 8789-10-MZ1-10/29/96 8 number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair Market Value per then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by such fraction.the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending NY1-161301.1 8789-10-MZ1-10/29/96 9

Exercise. Payment Rights may be exercised at any time during the Offering Period upon the terms and conditions set forth in the Prospectus and in this Agreement. (a) Rights may be exercised by completing and executing the exercise portion of the Warrant Price may be made at Subscription Certificate and delivering it to the option Subscription Agent along with payment of the Holder Subscription Price for the aggregate number of Common Shares subscribed prior to 5:00 p.m. Eastern Standard Time on the Expiration Date. (b) A subscription will be accepted by the Subscription Agent if, prior to 5:00 p.m. Eastern Standard Time on the Expiration Date, the Subscription Agent has received full payment for the Common Shares and a notice of guaranteed delivery guaranteeing delivery of a properly completed and executed Subscription Certificate. The Subscription Agent will not honor a notice of guaranteed delivery unless a properly completed and executed Subscription Certificate is received by the Subscription Agent by the close of business on the third business day after the Expiration Date. (c) The Subscription Price shall be paid in United States dollars, by: (i) certified bank draft drawn upon a United States bank or official bank check a postal, telegraphic or express money order payable to the order of the Company, Subscription Agent or (ii) wire transfer of immediately available funds to the account of maintained by the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon Subscription Agent for such exercise of this Warrantpurpose: ___________________ Bank, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereofABA No. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and____________, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decidedA/C __________________. (d) Once a Registered Holder has exercised Rights, such exercise may not be revoked or rescinded. (e) If a Registered Holder does not specify the Determination Date is number of Rights being exercised on the date of a liquidation, dissolution or winding upSubscription Certificate, or any event deemed if the payment by the Registered Holder is not sufficient to be a liquidation, dissolution or winding up pursuant to pay the Company's charter, then total purchase price for all amounts to be payable per share to holders of the Common Stock Shares that the Registered Holder indicated on the Subscription Certificate, the Registered Holder will be deemed to have exercised the maximum number of Rights that could be exercised for the amount of the payment that it delivered to the Subscription Agent. (f) If the Registered Holder's payment exceeds the Subscription Price for all the Rights shown on its Subscription Certificate, its payment will be applied, until depleted, to subscribe for Common Shares in the following order: (i) to subscribe for the number of Common Shares, if any, that such Registered Holder indicated on the Subscription Certificate that it wished to purchase through its Basic Rights; (ii) to subscribe for Common Shares until its Basic Rights have been fully exercised and (iii) to subscribe for additional Common Shares pursuant to such Registered Holder's Over-subscription Rights. Any excess payment remaining after the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to foregoing allocation will be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal returned to the Fair Market Value per share of Common Stock on the date of exercise multiplied Registered Holder as soon as practicable by such fractionmail, without interest or deduction.

Exercise. Payment (a) Except as otherwise provided in subparagraph (f) below, a WARRANT shall be exercisable only by the registered HOLDER surrendering it, together with the subscription form set forth in the WARRANT duly executed, accompanied by payment, in full, in lawful money of the United States, of the Warrant Exercise Price may be made at for each full Share as to which the option of the Holder by: (i) certified or official bank check payable WARRANT is exercised, to the order of Warrant Agent. The Warrant Agent is the CompanyCOMPANY's Transfer Agent, (ii) wire transfer of immediately available funds olde Monmouth Stock Transfer Co., 00 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000. The COMPANY shall give notice to the account registered HOLDERS of WARRANTS of any change in the Company address of, or (iii) in the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrantdesignation of, which shall be valued and credited toward the total its Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination DateAgent. (b) A WARRANT may be exercised wholly or in part. If the Company's Common Stock a WARRANT is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R)only exercised in part, then the average of the closing bid and asked prices reported a new WARRANT for the last 20 business days immediately preceding number of shares as to which the Determination DateWARRANT shall not have been exercised shall be issued to the registered HOLDER. (c) Except As soon as provided in clause (d) belowpracticable after the exercise of any WARRANT, if the Company's Common Stock is not publicly traded, then as COMPANY shall issue to or upon the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect order of the American Arbitration Associationregistered HOLDER a certificate or certificates for the number of full Shares which he is entitled, before a single arbitrator to registered in such name or names as may be chosen from a panel of persons qualified directed by education and training to pass on the matter to be decidedhim. (d) If the Determination Date is the date All Shares issued upon exercise of a liquidationWARRANT shall be validly issued, dissolution or winding upfully paid, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then and non-assessable. The COMPANY shall pay all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share taxes in respect of the Common Stock issue thereof. However, the registered HOLDER shall pay all taxes imposed in liquidation under connection with any transfer, even if involved in an issue of a certificate, and the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been paid. (e) Each person in whose name any such certificate for Shares is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a fractional share date when the stock transfer books of Common Stock the COMPANY are closed, the person or persons entitled to receive Shares upon such exercise shall be considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open and shall be entitled to receive only dividends or distributions which are payable to holders of record after that date. (f) Notwithstanding sub-paragraph (a) above, with respect to full payment upon exercise of any Warrant. As a WARRANT, the 1996-A Warrants shall be exercisable by the registered HOLDER surrendering-it, together with the subscription form set forth in the WARRANT duly executed, accompanied by payment of at least ten percent (10%) of the full Exercise Price for each full Share as to any fraction of a share which the Holder WARRANT is exercised, in lawful money of one the United states, to the Warrant Agent. The shares shall be issued in escrow -and, held by the COMPANY for release to the subscribing HOLDER only when the balance is paid in full. The balance shall be paid in full on or before December 31, 1996; subject, however, to an extension (grace period) of no more Warrantsthan two (2) weeks in the discretion of the subscribing HOLDER. If the balance is paid in full by the due date, as extended, the rights under which are exercised shares shall be released to the subscribing HOLDER; if the balance is not paid in full by the same transactiondue date, would otherwise be entitled to purchase upon such exerciseas extended, the Company shares shall pay an amount in cash equal be returned to the Fair Market Value per share of Common Stock on Warrant Agent for cancellation and the date of exercise multiplied by such fractionten percent (10%) deposit shall be returned without interest.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in SECTIONS 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Warrant Price may be made at the option Company of an amount in lawful money of the Holder by: United States of America equal to the applicable Purchase Price, have been received by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within three (i3) certified business days after such date, the Warrant Agent, on behalf of the Company, shall cause to be issued to the person or official bank persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to SECTION 4(b) hereof, shall cause all payments in cash or by check made payable to the order of the Company, (ii) wire transfer of immediately available funds to the account Company in respect of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall Purchase Price to be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on bank account or delivered to the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination DateCompany. (b) If At any time upon the exercise of any Warrants after one year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Underwriter, its successors or assigns of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), for solicitation by the Underwriter of the exercise of Warrants of the Registered Holders then being exercised, remit to the Underwriter an amount equal to five percent (5%) of the Purchase Price of such Warrants then being exercised unless the Underwriter shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the NASD or applicable state securities or "blue sky" laws, in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this SECTION 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's Common Stock is obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Dateless frequently than monthly. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required obligated to issue a any fractional share of Common Stock interests or fractional warrant interests upon the exercise of any WarrantWarrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. As to Any fractional interest shall be eliminated by rounding any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal up to the Fair Market Value per next full share of Common Stock on or Warrant, as the date of exercise multiplied by such fractioncase may be, or other securities, properties or rights.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the effective date of the Company's prospectus for this Offering, but not after the Warrant Price may Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be made at deemed to have been exercised immediately prior to the option close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the Holder by: close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Exercise Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon shares on the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair Market Value per then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by such fractionthe National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. Payment (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the Warrant Price may close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be made exercised at one time by the option same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the Holder by: aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments of an amount in cash or official bank by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Exercise Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If The Company shall engage National as a Warrant solicitation agent, and, at any time upon the exercise of any Warrants after one year from the date hereof, the Company shall instruct the Warrant Agent to, and the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify National of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Exercise Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to National an amount equal to five percent (5%) of the Exercise Price of such Warrants then being exercised unless National shall have notified the Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the Nasdaq or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Placement Agent's Warrants in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's Common Stock is obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not traded less frequently than monthly. Notwithstanding the foregoing, National shall be entitled to receive the commission contemplated by this Section 4(b) as Warrant solicitation agent only if: (i) National has provided actual services in connection with the solicitation of the exercise of a Warrant by a Registered Holder and (ii) the Registered Holder exercising a Warrant affirmatively designates in writing on the American Stock Exchange or another national exchange or exercise form on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average reverse side of the closing bid and asked prices reported for Warrant Certificate that the last 20 business days immediately preceding the Determination Dateexercise of such Registered Holder's Warrant was solicited by National. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon shares on the exercise of any WarrantWarrants. As Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair Market Value per then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise multiplied of the Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by such fractionthe National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by their holders or redeemed by the Company as follows: Exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Subscription Form on the reverse side thereof duly filled in and executed, to the Warrant Agent at its business office, together with payment to the Warrant Agent of the Exercise Price (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Warrant Exercise Price and other amounts may be made at the option by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the Holder by: United States of America to the order of the Warrant Agent, who shall in turn make prompt payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the securities issuable thereby as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised in the manner described in this subsection (ia), the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) certified below, shall cause payment in cash or official bank by check made payable to the order of the Company, equal to the Exercise Price of such Warrants, to be deposited promptly in the Company's bank account or paid directly to the Company, as specified by the Company. (b) The Company shall engage the Underwriter as a Warrant solicitation agent, and, at any time upon the valid exercise of any Warrants after one year from the date hereof, excluding any Warrant (i) exercise at a time when the Exercise Price exceeds the Market Price, (ii) wire transfer of immediately available funds to the account of the Company held in a discretionary account; or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrantexercised in an unsolicited transaction, which shall be valued and credited toward the total Warrant Price due the Company for shall instruct the Warrant Agent to, and the Warrant Agent shall, on a daily basis, within two (2) business days after such exercise, notify the Underwriter of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Exercise Price, but in no event later than five (5) business days after the last day of the calendar week in which such funds were tendered), remit to the Underwriter an amount equal to five percent (5%) of the Exercise Price of such Warrants then being exercised unless the Underwriter shall have notified the Warrant based upon Agent that the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of such amount with respect to such Warrant is violative of the Warrant PriceGeneral Rules and Regulations promulgated under the Exchange Act, shall be fully paid or the rules and nonassessable shares regulations of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If any of its markets or quotation systems on which the Company's Common Stock is securities are quoted or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Underwriter's Warrants in which event, the Warrant Agent shall have to pay such amount to the Company; provided, that, the Warrant Agent shall not traded be obligated -------- to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. Notwithstanding the foregoing, the Underwriter shall be entitled to receive the commission contemplated by this Section 4(b) as Warrant solicitation agent only if: (i) the Underwriter has provided actual services in connection with the solicitation of the exercise of a Warrant by a Registered Holder; and (ii) the Registered Holder exercising a Warrant affirmatively designates in writing on the American Stock Exchange or another national exchange or Subscription Form on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average reverse side of the closing bid and asked prices reported for Warrant Certificate that the last 20 business days immediately preceding exercise of such Registered Holder's Warrant was solicited by the Determination DateUnderwriter. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon shares on the exercise of any WarrantWarrants. As Warrants may be exercised only in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share which would, except for the Holder provisions provided herein, be issuable on the exercise of one any Warrant (or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercisespecified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the Fair then current Market Value per Price of a share of Common Stock on the date of exercise multiplied by such fractionStock.

Exercise. Payment (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall forward to the Company the cash or check received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (5) days after receiving authorization from the Company, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent to the person or persons entitled to receive the same a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding anything in the foregoing to the contrary, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission a registration statement under the Act covering the shares of Common Stock issuable upon exercise of such Warrant and such shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of such Warrant. The Company shall use its reasonable efforts to have all shares so registered or qualified on or before the date on which the Warrants become exercisable. (b) If, on the Exercise Date in respect of the exercise of any Warrant at any time on or after the Initial Warrant Exercise Date, (i) the market price of the Common Stock is equal to or greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant Price is solicited by the Underwriter at such time as the Underwriter is a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants and (v) the solicitation of the exercise of the Warrant is not in violation of Regulation M (as such regulation or any successor regulation or rule may be made at in effect as of such time of exercise) promulgated under the option Securities Exchange Act of 1934, as amended, then the Underwriter shall be entitled to receive from the Company, upon exercise of the Holder by: each of Warrant(s), a fee of five percent (i5%) certified or official bank of the aggregate Purchase Price of the Warrants so exercised (the "Exercise Fee"). Within five (5) days of the last day of each month commencing with the Initial Warrant Exercise Date and ending on the Warrant Expiration Date, the Warrant Agent will notify the Underwriter of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last month. The Company and Warrant Agent shall determine, in their sole and absolute discretion, whether a Warrant Certificate has been properly completed. The Warrant Agent will provide the Underwriter with such information, in connection with the exercise of each Warrant, as the Underwriter shall reasonably request. The Company hereby authorizes and instructs the Warrant Agent to deliver to the Underwriter the Exercise Fee promptly after receipt by the Warrant Agent from the Company of a check payable to the order of the Company, (ii) wire transfer Underwriter in the amount of immediately available funds the Exercise Fee. In the event that an Exercise Fee is paid to the account of Underwriter with respect to a Warrant which the Company or (iii) the surrender and cancellation Warrant Agent determines is not properly completed for exercise or in respect of a portion of shares Common Stock issuable upon which the Underwriter is not entitled to an Exercise Fee, the Underwriter will promptly return such exercise of this Warrant, Exercise Fee to the Warrant Agent which shall be valued forthwith return such fee to the Company. The Underwriter and credited toward the total Warrant Price due the Company for may at any time, after ________, 1999 [second anniversary of date hereof] and during business hours, examine the exercise records of the Warrant based upon the Fair Market Value thereof. All shares Agent, including its ledger of Common Stock issuable upon the exercise of this original Warrant pursuant certificates returned to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable Agent upon exercise of Warrants. Notwithstanding any provision to the Warrant are outstanding at contrary, the Determination Date. The Company shall provisions of this paragraph may not be required to issue a fractional share modified, amended or deleted without the prior written consent of Common Stock upon exercise of any Warrant. As to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionUnderwriter.

Exercise. Payment Landlord hereby grants to Tenant one (1) option (referred herein to as the "Option") to renew and extend the term of this Lease for a period of three (3) years (such three-year term is referred to herein as the "Option Term"). The Option must be exercised by written notice ("Option Notice") received by Landlord no later than the date that is six (6) months prior to the expiration of the Warrant Price may be made at the option then current term of the Holder by: Lease and no earlier than the date that is nine (9) months prior to the expiration of the then current term of the Lease. Furthermore, the Option shall not be deemed to be properly exercised if Tenant is prohibited from exercising the Option pursuant to subparagraphs (i) certified or official bank check payable (ii), below. If the Option is not properly exercised within the Option Notice period in the manner prescribed herein, it shall expire and be of no further force and effect. Time is of the essence. Tenant may not revoke an election of the Option once Tenant makes an election to exercise such Option. Provided that Tenant has properly exercised the Option, the term of the Lease shall be extended for the Option Term, and all terms, covenants and conditions of the Lease shall remain unmodified and in full force and effect, except that the Base Rent shall be modified as set forth in Paragraphs 2.3(b) below. (i) If Tenant is in default under any provision of this Lease, then Tenant may not exercise the Option. If Tenant's default is due to the order fact that Tenant has failed to pay a monetary amount due under the Lease, then the Option may not be exercised until such monetary amount is paid before the Option Notice period expires. If such default is the result of Tenant's failure to perform a non-monetary obligation and Tenant has received written notice of such default, then Tenant may only exercise the Company, Option if Tenant properly cures such non-monetary default within the stated cure period before the Option Notice period expires. The period of time within which the Option may be exercised shall not be extended or enlarged by reason of Tenant's inability to exercise such Option because of Tenant's default. (ii) wire transfer of immediately available funds The Option granted to the account of the Company Tenant in this Lease is personal to Tenant and may not be exercised or assigned, voluntarily or involuntarily, by or to any person or entity (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise including, but not limited to, any consented to or permitted assignee or sublessee under Article Nine of this Warrant, which shall be valued and credited toward Lease) other than the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise named Tenant in Article One of this Warrant pursuant Lease. The Option herein granted to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock Tenant is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As assignable to any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionperson separate and apart from this Lease.

Exercise. Payment of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable to the order of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant Subject to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the Warrants, evidenced by this Warrant Certificate, may be exercised at the Exercise Price in whole or in part and at any time during the period (the "Fair Market Value" Exercise Period") commencing on the date hereof and terminating at the close of a share business on June 30, 2004 (the "Expiration Date"). The Exercise Period may be extended by the Company's Board of Common Stock as Directors in its sole discretion. A Warrant shall be deemed to have been exercised immediately prior to the close of a particular business on the date (the "Determination Exercise Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for surrender to the last 20 business days immediately preceding Company at its principal offices of this Warrant Certificate with the Determination Date. (c) Except as provided in clause (d) below, if exercise form attached hereto executed by the Company's Common Stock is not publicly traded, then as the Registered Holder and the Company agree or in the absence of agreement accompanied by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant payment to the Company's charter, then all amounts in cash or by official bank or certified check, of an amount equal to be payable per share to holders the aggregate Exercise Price, in lawful money of the Common Stock pursuant United States of America. The person entitled to receive the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then Shares issuable upon exercise of a Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the holder of such Warrant are outstanding at Shares as of the Determination close of business on the Exercise Date. The Company shall not be required obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of Common Stock upon no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of any Warrantthe aggregate number of full shares issuable on such exercise. As to any fraction of a share which The Company may deem and treat the Registered Holder of one or more Warrantsthe Warrants at any time as the absolute owner thereof for all purposes, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, and the Company shall pay an amount in cash equal not be affected by any notice to the Fair Market Value per share contrary. The Warrants shall not entitle the Registered Holder thereof to any of Common Stock the rights of shareholders or to any dividend declared on the Shares unless the Registered Holder shall have exercised the Warrants and thereby purchased the Warrant Shares prior to the record date for the determination of exercise multiplied by holders of Shares entitled to such fractiondividend or other right.

Exercise. Payment of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable to the order of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant Subject to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the Warrants evidenced by this Warrant Certificate may be exercised at the Exercise Price in whole or in part at any time during the period (the "Fair Market Value" Exercise Period") commencing on June 18, 1997 and terminating at 5:00 p.m., Central standard time, on April 30, 2002 (the "Expiration Date"). The Exercise Period may be extended by the Company's Board of a share Directors. A Warrant shall be deemed to have been exercised immediately prior to the close of Common Stock as of a particular business on the date (the "Determination Exercise Date") shall mean: (a) If the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Date. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid surrender to the Company at its principal offices of this Warrant Certificate with the exercise form attached hereto completed and asked prices reported for executed by the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Registered Holder and the Company agree or in the absence of agreement accompanied by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant payment to the Company's charter, then all amounts in cash or by check (which shall be accepted subject to be payable per share to holders collection), of the Common Stock pursuant an amount equal to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming aggregate Exercise Price for the purposes Warrants being exercised, in lawful money of this clause (d) that all of Canada. The person entitled to receive the shares of Common Stock then Shares issuable upon exercise of a Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the holder of such Warrant are outstanding at Shares as of the Determination close of business on the Exercise Date. The Company shall not be required obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of Common Stock upon exercise of any Warrantno value whatsoever. As to any fraction of a share which If more than one Warrant shall be exercised at one time by the Holder of one or more Warrantssame Registered Holder, the rights under number of full Shares which are exercised in shall be issuable on exercise thereof shall be computed on the same transaction, would otherwise be entitled to purchase upon basis of the aggregate number of full shares issuable on such exercise. Promptly, and in any event within ten business days after the Exercise Date, the Company shall pay an amount in cash equal cause to be issued and delivered to the Fair Market Value per share person or persons entitled to receive the same, a certificate or certificates for the number of Common Stock Warrant Shares deliverable on such exercise. The Company may deem and treat the date Registered Holder of exercise multiplied the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by such fraction.any notice to the contrary. The Warrants shall not entitle the Registered

Exercise. Payment (a) Charitable Benefit Warrants in denominations of one or whole number multiples thereof may be exercised only by an Approved Qualified Charitable Organization (as set forth on the listing of such organizations described in Section 9 hereof) which is the Registered Holder thereof commencing at any time or in part from time to time, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Charitable Benefit Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, upon exercise thereof, as of the Warrant Price may close of business on the Exercise Date. If Charitable Benefit Warrants in denominations other than whole number multiples thereof shall be made exercised at one time by the option same Approved Qualified Charitable Organization Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the Holder by: aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Charitable Benefit Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same, a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Charitable Benefit Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (ib) certified below, shall cause all payments or official bank other amounts in cash or by check made payable to the order of the Company, (ii) wire transfer of immediately available funds equal to the account of the Company or (iii) the surrender and cancellation of a portion of shares Common Stock issuable upon such exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Fair Market Value thereof. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Exercise Price, shall to be fully paid and nonassessable shares of Common Stock determined as provided herein. For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If deposited promptly in the Company's Common Stock is traded on the American Stock Exchange or another national exchange or is quoted on the Global Select, Global or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the average closing or last sale price, respectively, reported for the last 20 business days immediately preceding the Determination Datebank account. (b) If the Company's Common Stock is not traded on the American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and asked prices reported for the last 20 business days immediately preceding the Determination Date. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date. The Company shall not be required to issue a fractional share of Common Stock upon shares on the exercise of any WarrantCharitable Benefit Warrants. As to If one or more Charitable Benefit Warrants shall be presented for exercise in full at the same time by the same Approved Qualified Charitable Organization Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Charitable Benefit Warrants so presented and any fraction of a share which the Holder of one or more Warrants, the rights under which are exercised in the same transaction, would otherwise shall be entitled to purchase upon such exercise, the Company shall pay an amount in cash equal rounded up to the Fair Market Value per share of Common Stock on the date of exercise multiplied by such fractionnext whole share.