Common use of Maximum Exercise Clause in Contracts

Maximum Exercise. The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such date. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction described in this paragraph may be revoked upon 75 days prior notice from the Holder to the Company and is automatically null and void upon an Event of Default under the Note. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Warrant, the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "Note"), the Purchase Agreement (as defined in the Note) or any Related Agreement (as defined in the Purchase Agreement), shall not exceed an aggregate of 436,012 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this paragraph, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess exceed the difference between (i) 4.99% of the sum issued and outstanding shares of Common Stock and (iii) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) at the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% time of the outstanding shares of Common Stock of the Company on such dateproposed exercise. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Notwithstanding The limitation described in the foregoingfirst sentence of this Section 10(a) shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement dated as of the date hereof among the Holder, the restriction described in this paragraph may be revoked Company and various subsidiaries of the Company, as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”), or upon 75 days prior notice from to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder to exceed 19.99% of the Company and is automatically null and void upon an Event outstanding shares of Default under the NoteCommon Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a an average price below $2.48 1.295 per share pursuant to the terms of this Warrant, the Note made by the Company to the Holder dated the date hereof (as amendedSecurity Agreement, modified or supplemented from time to time, the "Note"), the Purchase any Ancillary Agreement (as defined in the NoteSecurity Agreement) or any Related Agreement (as defined in the Purchase Agreement)otherwise, shall not exceed an aggregate of 436,012 2,520,966 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the NoteSecurity Agreement, any Ancillary Agreement (as defined in the Purchase Agreement Security Agreement) or any Related Agreementotherwise, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Security Agreement, any Ancillary Agreement (as defined in the Security Agreement) or otherwise, would exceed be limited by the Maximum Common Stock Issuance but for this paragraphpreceding sentence, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the provisions of this Section 10 are irrevocable and may not be waived by the Holder or any Company.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess exceed the difference between (i) 4.99% of the sum issued and outstanding shares of Common Stock and (iii) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such dateHolder. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction The conversion limitation described in this paragraph may be revoked upon 75 days prior Section 10 shall automatically become null and void following notice from the Holder to the Company upon the occurrence and is automatically null and void upon during the continuance of an Event of Default under the Note. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Warrant, as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "“Note"”), or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company at a price below $2.55 per share pursuant to the terms of this Warrant, the Note, the Purchase Agreement (as defined in the Note) ), or any Related Agreement (as defined in the Purchase Agreement), shall not exceed an aggregate of 436,012 1,454,593 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement Agreement, or any Related AgreementAgreement or otherwise, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this paragraphSection 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. (a) The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such date. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. In connection with any obligation of the Company to issue to the Holder of shares of Common Stock pursuant to the terms hereof, the Holder will, prior to the exercise of this Warrant, inform the Company of such Holder's beneficial ownership interest in the Company's Common Stock. Notwithstanding the foregoing, the restriction described in this paragraph may be revoked upon 75 days prior notice to the Company from the Holder to the Company and is automatically null and void upon an Event of Default under the Minimum Borrowing Note. . (b) Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company Borrower and acquirable by the Holder at a price below $2.48 0.24 per share pursuant to the terms of this Warrant, the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to timeNote, the "Note"), the Purchase Security Agreement (as defined in the Note) or any Related Agreement (as defined in the Purchase Ancillary Agreement), shall not exceed an aggregate of 436,012 19.99% of the total issued and outstanding shares (calculated in accordance with applicable Principal Market rules and regulations) shares of the CompanyBorrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) or otherwise violate the Borrower's obligations under the rules and regulations of the Principal Market (the "Maximum Common Stock IssuanceMAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the CompanyBorrower's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of the exercise of this Warrant, the Note, the Purchase Security Agreement or any Related Ancillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Company Borrower to the Holder in the event of a conversion or an exercise pursuant to the terms of this Warrant, Warrant or the conversion of the Minimum Borrowing Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this paragraphSection 10(b) , the Company Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance as set forth in Section 13(u) of the Security Agreement. Borrower shall not be obligated to issue such shares of Common Stock hereunder in excess of the Maximum Common Stock IssuanceIssuance unless and until the Borrower obtains the Stockholder Approval in accordance with applicable Principal Market rules and regulations and Section 13(u) of the Security Agreement.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess exceed the difference between (i) 4.99% of the sum issued and outstanding shares of Common Stock and (iii) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such dateHolder. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Notwithstanding The limitation described in the foregoingfirst sentence of this Section 10 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement dated as of the date hereof among the Holder, the restriction described in this paragraph may be revoked Company and various subsidiaries of the Company, as amended, modified, restated and/or supplemented from time to time, the "Security Agreement"), or upon 75 days prior notice from to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder to exceed 19.99% of the Company and is automatically null and void upon an Event outstanding shares of Default under the NoteCommon Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 2.30 [insert the greater of market price or book value of the Common Stock as of the date hereof] per share pursuant to the terms of this Warrant, the Note made by the Company to the Holder dated the date hereof (as amendedSecurity Agreement, modified or supplemented from time to time, the "Note"), the Purchase any Ancillary Agreement (as defined in the NoteSecurity Agreement) or any Related Agreement (as defined in the Purchase Agreement)otherwise, shall not exceed an aggregate of 436,012 664,104 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares Common Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the NoteSecurity Agreement, any Ancillary Agreement (as defined in the Purchase Agreement Security Agreement) or any Related Agreementotherwise, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the NoteSecurity Agreement, any Ancillary Agreement (as defined in the Purchase Agreement Security Agreement) or any Related Agreementotherwise, would exceed the Maximum Common Stock Issuance but for this paragraphSection 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such date. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction described in this paragraph may be revoked upon 75 days prior notice from the Holder to the Company and is automatically null and void upon an Event of Default under the NoteNote (as defined below). Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Warrant, the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "Note"), the Purchase Agreement (as defined in the Note) or any Related Agreement (as defined in the Purchase Agreement), when aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note referred to in the January 2005 Purchase Agreement (as defined below) plus (ii) the shares of Common Stock issuable upon exercise of all the Note plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of the Warrant issued on the Closing Date under the January 2005 Purchase Agreement, shall not exceed an aggregate of 436,012 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this paragraph, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess exceed the difference between (i) 4.99% of the sum issued and outstanding shares of Common Stock and (iii) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such date. For for the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction The conversion limitation described in this paragraph may be revoked Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”), or upon 75 days prior notice from to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder to exceed 19.99% of the Company and is automatically null and void upon an Event outstanding shares of Default under the NoteCommon Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 3.10 per share pursuant to the terms of this Warrant, the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "Note"), the Purchase Agreement (as defined in the Note) or ), any Related Agreement (as defined in the Purchase Agreement)) or otherwise, shall not exceed an aggregate of 436,012 1,377,533 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement, any Related Agreement or any Related Agreementotherwise, would exceed the Maximum Common Stock Issuance but for this paragraphSection 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the Holder shall not, pursuant to any Exercise Notice, be entitled to exercise this Warrant on an Exercise Date for fewer than 3,000 shares of Common Stock.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise convert pursuant to the terms of this Warrant on an exercise date, in connection with amount that would be convertible into that number of shares of Common Stock which would be in excess of the sum of (i) which, when added to the number of shares of Common Stock otherwise beneficially owned by the such Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock including those issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which warrants held by such Holder would result in beneficial ownership by the Holder and its affiliates of more than exceed 4.99% of the outstanding shares of Common Stock of the Company on such dateat the time of conversion. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction The conversion limitation described in the first sentence of this paragraph may be revoked 10 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice from the Holder to the Company and is automatically null and void upon an Event Company, except that at no time shall the beneficial ownership exceed 19.99% of Default under the NoteCommon Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Warrant, the Secured Convertible Term Note made by the Company to the Holder dated the date hereof October 5, 2004 (as amended, modified or supplemented from time to time, the "“Note"”), the Purchase Agreement (as defined in the Note), the Common Stock Purchase Warrant dated October 5, 2004 as amended, modified or supplemented from time to time (the “Original Warrant”) or any Related Agreement (as defined in the Purchase Agreement)) at a weighted average issue price of below $0.47 taking into account all such issuances, shall not exceed an aggregate of 436,012 6,491,440 shares of the Company's ’s Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement Agreement, the Original Warrant or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement Agreement, the Original Warrant or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this paragraph, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this convert pursuant to the terms of the Note or the Warrant on an exercise date, in connection with amount that would (a) be convertible into that number of shares of Common Stock which would be in excess of the sum of (i) Ordinary Shares which, when added to the number of shares of Common Stock Ordinary Shares otherwise beneficially owned by the such Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock including those issuable upon the exercise of this Warrant with respect to which warrants of the determination of this proviso is being made on an exercise date, which Company held by such Holder would result in beneficial ownership by the Holder and its affiliates of more than exceed 4.99% of the outstanding shares of Common Stock Ordinary Shares of the Company on such dateat the time of conversion or (b) (ii) exceed twenty five percent (25%) of the aggregate dollar trading volume of the Ordinary Share for the thirty (30) day trading period immediately preceding delivery of a Notice of Conversion to the Company. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction The conversion limitation described in this paragraph may be revoked Section 11 shall automatically become null and void without any notice to Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice from the Holder to the Company and is automatically null and void upon an Event Company, except that at no time shall the beneficial ownership exceed 19.99% of Default under the Noteborrower’s Ordinary Shares as of the date hereof. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock Ordinary Shares issuable by the Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Warrant, Warrant and/or the Note made issued by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time pursuant to time, the "Note"), the Purchase Agreement (as defined in the Note) or any Related Agreement (as defined in the this Securities Purchase Agreement), shall not exceed an aggregate of 436,012 shares 1,270,720 of the Company's Common Stock ’s Ordinary Shares, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common StockOrdinary Shares). Furthermore, Holder acknowledges and agrees that the Company (i) (shall, on or before September 30, 2006, use its best efforts to solicit shareholder approval of the "Maximum Common Stock Issuance"), unless the authorization and issuance of shares hereunder in excess at least such amount of Ordinary Shares as would permit the Holder to acquire all of the Maximum Common Stock Issuance shall first be approved Ordinary Shares issuable by the Company's shareholders. If at any point in time Company and from time to time acquirable by the number of shares of Common Stock issued Holder pursuant to the terms of this Warrant, Warrant and/or the Note, the Purchase Agreement or any Related Agreementprovided however, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this paragraphuntil such shareholder approval is granted, the Company shall promptly call a shareholders meeting not be required to solicit shareholder approval for issue an amount of Ordinary Shares pursuant to the issuance of Warrant and/or the shares of Common Stock hereunder Note, which exceeds in excess of the Maximum Common Stock Issuanceaggregate, 625,000 Ordinary Shares.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess exceed the difference between (i) 4.99% of the sum issued and outstanding shares of Common Stock and (iii) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such dateHolder. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction The conversion limitation described in this paragraph may be revoked upon 75 days prior Section 10 shall automatically become null and void following notice from the Holder to the Company upon the occurrence and is automatically null and void upon during the continuance of an Event of Default under the Note. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Warrant, as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "“Note"”), or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company at a price below $1.51 per share pursuant to the terms of this Warrant, the Note, the Purchase Agreement (as defined in the Note) ), or any Related Agreement (as defined in the Purchase Agreement), shall not exceed an aggregate of 436,012 1,406,974 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement Agreement, or any Related AgreementAgreement or otherwise, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this paragraphSection 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which that would result in beneficial ownership by the Holder and its affiliates of beneficially owning more than 4.99% of the outstanding shares of Common Stock of the Company on such dateStock. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction The conversion limitation described in this paragraph may be revoked upon 75 days prior Section 10 shall automatically become null and void without any notice from the Holder to the Company upon the occurrence and is automatically null and void upon during the continuance of an Event of Default under the Note. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Warrant, as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "“Note"”), or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary (a) in no event shall the Holder be entitled to exercise this Warrant with respect to any Common Shares to the extent such exercise would require the approval of any applicable insurance regulatory agency or authority (“Required Approval”) unless and until Holder shall have obtained such Required Approval; and (b) the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $7.58 per share pursuant to the terms of this Warrant, the Note, the Purchase Agreement (as defined in the Note) or ), any Related Agreement (as defined in the Purchase Agreement)) or otherwise, shall not exceed an aggregate of 436,012 1,583,430 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement, any Related Agreement or any Related Agreementotherwise, would exceed the Maximum Common Stock Issuance but for this paragraphSection 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. (a) The Holder shall not be entitled to exercise convert this Warrant on an exercise dateNote, in connection with that into such number of shares of Common Stock which would be in excess of the sum of (i) which, when added to the number of shares of Common Stock “beneficially owned owned” (defined below) by the Holder and its affiliates on an exercise dateAffiliates immediately prior to conversion of the Note, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in “beneficial ownership ownership” by the Holder and its affiliates Affiliates of more than 4.999.9% of the outstanding shares of Common Stock of on the Company on such dateConversion Date. For the purposes of the proviso to the immediately preceding sentence, “beneficial ownership ownership” shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation Rule 13d-3 thereunder. (b) This Section 2.3 may be waived or amended only with the consent of the Holder and the consent of holders of a majority of the shares of outstanding Common Stock of the Company who are not Affiliates. Notwithstanding Solely for purposes of the foregoing, the restriction described in this paragraph may be revoked upon 75 days prior notice from the Holder to term “Affiliate” shall mean any person: (a) that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Company and is automatically null and void upon or (b) who beneficially owns (i) as an Event of Default under the Note. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Warrant, the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "Note"), the Purchase Agreement (as defined in the Note) or original purchaser any Related Agreement (as defined in the Purchase Agreement), shall not exceed an aggregate of 436,012 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant further to the terms of this Warrant, the Note, the that Securities Purchase Agreement or dated as of December 29, 2006 (the “December Purchase Agreement”) by and among the Company (formerly Inncardio, Inc.), Long-E International Group Co., Ltd. and certain investors, (ii) as an original purchaser any Related Agreement, together with the number of shares of Common Stock issued further to that would then be issuable Securities Purchase Agreement dated as of January 25, 2007 (the “January Purchase Agreement”) by and among the Company and certain investors, (iii) any shares of the Company’s Series A Convertible Preferred Stock or (iv) any Series A or Series B Warrant(s) to purchase shares of the Company’s Common Stock issued further to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the December Purchase Agreement or any Related the January Purchase Agreement, would exceed the Maximum Common Stock Issuance but for this paragraph, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. The Notwithstanding any other provision hereof, the Holder shall not be entitled permitted to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise all or any portion of this Warrant with respect to which Warrant, if as a result of such exercise the determination of this proviso is being made on an exercise date, which holder would result then become a “ten percent beneficial owner” (as defined in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such date. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of Rule 16a-2 under the Securities Exchange Act of 1934, as amended) of Common Stock. For greater certainty, and Regulation 13d-3 thereunder. Notwithstanding this Warrant shall not be exercisable by the foregoingHolder or redeemed by the Company, if, after giving effect to such exercise, the restriction described in this paragraph may be revoked upon 75 days prior notice from Holder, together with its affiliates and any other persons acting as a group together with the Holder or any of the Holder’s affiliates, would in aggregate beneficially own, or exercise control or direction over that number of voting securities of the Company which is 9.99% or greater of the total issued and outstanding voting securities of the Company, immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”). The Holder, upon notice to the Company and Company, may increase the Beneficial Ownership Limitation; provided, however, that any increase in the Beneficial Ownership Limitation shall not become effective until the 61st day after such notice is automatically null and void upon an Event delivered to the Company. For purposes of Default under this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the NoteExchange Act. Notwithstanding anything contained herein in this Warrant to the contrary, and in addition to the number of shares of Common Stock issuable by Beneficial Ownership Limitation described above, the Company and acquirable by Holder agree that the Holder at a price below $2.48 per share pursuant to the terms of this Warrant, the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "Note"), the Purchase Agreement (as defined in the Note) or any Related Agreement (as defined in the Purchase Agreement), shall not exceed an aggregate of 436,012 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, together with the total cumulative number of shares of Common Stock that would then may be issuable by the Company issued to the Holder in the event of a conversion or exercise pursuant to the terms of under this Warrant, the Note, the Purchase Agreement or together with any Related Agreement, would exceed the Maximum Common Stock Issuance but for this paragraph, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder issued to holders of warrants in excess the same series of transactions as this Warrant, may not exceed the Maximum requirements of The Nasdaq Capital Market (including the rules related to the aggregation of offerings under Nasdaq Listing Rule 5635(d) if applicable) (the “Exchange Cap”), unless (i) stockholder approval is obtained to issue more than the Exchange Cap or (ii) the Common Stock Issuanceis not listed for quotation on Nasdaq or NYSE American. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant on an the exercise date, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) which, when added to the number of shares of Common Stock otherwise beneficially owned by the such Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock including those issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which warrants held by such Holder would result in beneficial ownership by the Holder and its affiliates of more than exceed 4.99% of the outstanding shares of Common Stock of the Company on such dateat the time of conversion. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction The limitation described in this paragraph may be revoked Section 12 shall automatically become null and void without any notice to Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice from the Holder to the Company and is automatically null and void upon an Event of Default under the NoteCompany. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 2.65 per share pursuant to the terms of this Warrant, the Secured Convertible Term Note made and/or Warrants issued by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time pursuant to time, the "Note"), the that certain Securities Purchase Agreement dated February 19, 2004 (as defined in the Note) or any Related Agreement (as defined in the Purchase Agreement“February Transaction Documents”), shall not exceed an aggregate of 436,012 5,776,614 shares of the Company's ’s Common Stock Stock, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related AgreementFebruary Transaction Documents, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related AgreementFebruary Transaction Documents, would exceed the Maximum Common Stock Issuance but for this paragraphSection, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.”

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess exceed the difference between (i) 4.99% of the sum outstanding shares of Common Stock and (iii) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such dateHolder. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction The conversion limitation described in this paragraph may be revoked upon 75 days prior Section 10 shall automatically become null and void without any notice from the Holder to the Company upon the occurrence and is automatically null and void upon during the continuance of an Event of Default under the Note. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Warrant, as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "“Note"”), or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the aggregate number of shares of Common Stock issuable by the Company and acquirable by the Holder at an average price below $3.10 per share pursuant to the terms of this Warrant, the Note, the Purchase Agreement (as defined in the Note) or ), any Related Agreement (as defined in the Purchase Agreement)) or otherwise, shall not exceed an aggregate of 436,012 1,428,458 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement, any Related Agreement or any Related Agreementotherwise, would exceed the Maximum Common Stock Issuance but for this paragraphSection 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess exceed the difference between (i) 4.99% of the sum issued and outstanding shares of Common Stock and (iii) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such dateHolder. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Notwithstanding The limitation described in the foregoingfirst sentence of this Section 10 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement dated as of the date hereof among the Holder, the restriction described in this paragraph may be revoked Company and various subsidiaries of the Company, as amended, modified, restated and/or supplemented from time to time, the "Security Agreement"), or upon 75 days prior notice from to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder to exceed 19.99% of the Company and is automatically null and void upon an Event outstanding shares of Default under the NoteCommon Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 [insert the greater of book or market value] per share pursuant to the terms of this Warrant, the Note made by the Company to the Holder dated the date hereof (as amendedSecurity Agreement, modified or supplemented from time to time, the "Note"), the Purchase any Ancillary Agreement (as defined in the NoteSecurity Agreement) or any Related Agreement (as defined in the Purchase Agreement)otherwise, shall not exceed an aggregate of 436,012 _________ shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares Common Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. If at any point in time and from time to time the th e number of shares of Common Stock issued pursuant to the terms of this Warrant, the NoteSecurity Agreement, any Ancillary Agreement (as defined in the Purchase Agreement Security Agreement) or any Related Agreementotherwise, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the NoteSecurity Agreement, any Ancillary Agreement (as defined in the Purchase Agreement Security Agreement) or any Related Agreementotherwise, would exceed the Maximum Common Stock Issuance but for this paragraphSection 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise convert pursuant to the terms of this Warrant on an exercise date, in connection with amount that would be convertible into that number of shares of Common Stock which would be in excess of the sum of (i) which, when added to the number of shares of Common Stock otherwise beneficially owned by the such Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock including those issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which warrants held by such Holder would result in beneficial ownership by the Holder and its affiliates of more than exceed 4.99% of the outstanding shares of Common Stock of the Company on such dateat the time of conversion. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction The conversion limitation described in the first sentence of this paragraph may be revoked 10 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice from the Holder to the Company and is automatically null and void upon an Event Company, except that at no time shall the beneficial ownership exceed 19.99% of Default under the NoteCommon Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Warrant, the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "“Note"”), the Purchase Agreement (as defined in the Note), the Warrant issued to the Holder on May 5, 2005 (as amended, modified or supplemented from time to time, the “Additional Warrant”) or any Related Agreement (as defined in the Purchase Agreement)) at a weighted average issue price of below $0.47 taking into account all such issuances, shall not exceed an aggregate of 436,012 6,491,440 shares of the Company's ’s Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement Agreement, the Additional Warrant or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement Agreement, the Additional Warrant or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this paragraph, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.” 8. Except as specifically set forth in this Agreement, there are no other amendments, modifications or waivers to the Loan Documents, and all of the other forms, terms and provisions of the Loan Documents remain in full force and effect. 9. The Company hereby represents and warrants to Laurus that (i) no Event of Default (as defined in the Term Note) exists on the date hereof, after giving effect to this Agreement, (ii) on the date hereof, after giving effect to this Agreement, all representations, warranties and covenants made by the Company in connection with the Loan Documents are true, correct and complete except for any changes caused by events occurring in the ordinary course of the Company’s business subsequent to October 5, 2004 and (iii) on the date hereof, after giving effect to this Agreement, all of the Company’s and its Subsidiaries’ covenant requirements have been met. 10. From and after the Agreement Effective Date, all references in the Loan Documents and in the other Related Agreements to the Securities Purchase Agreement, the Term Note, the Original Warrant and/or the Registration Rights Agreement shall be deemed to be references to the Securities Purchase Agreement, the Term Note, the Original Warrant and/or the Registration Rights Agreement, as the case may be, as modified hereby. 11. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess exceed the difference between (i) 4.99% of the sum issued and outstanding shares of Common Stock and (iii) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such dateHolder. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction The limitation described in the first sentence of this paragraph may be revoked upon 75 days Section 9 shall automatically become null and void following 120 days' prior notice from the Holder to the Company and is automatically null and void upon an Event except that at no time shall the number of Default under shares of Common Stock beneficially owned by the NoteHolder exceed 19.99% of the outstanding Common Stock. Notwithstanding anything contained herein to the contrary, the total number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Warrant, when combined with the Note made shares of Common Stock then held by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "Note"), the Purchase Agreement (as defined in the Note) or any Related Agreement (as defined in the Purchase Agreement)Holder, shall not exceed an aggregate fifty percent of 436,012 the total issued and outstanding shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this paragraphSection 9, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise convert pursuant to the terms of this Warrant on an exercise date, in connection with amount that would be convertible into that number of shares of Common Stock which would be in excess of the sum of (i) which, when added to the number of shares of Common Stock otherwise beneficially owned by the such Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock including those issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which warrants held by such Holder would result in beneficial ownership by the Holder and its affiliates of more than exceed 4.99% of the outstanding shares of Common Stock of the Company on such dateat the time of conversion. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction The conversion limitation described in this paragraph may be revoked 10 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice from the Holder to the Company and is automatically null and void upon an Event Company, except that at no time shall the beneficial ownership exceed 19.99% of Default under the NoteCommon Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 0.60 per share pursuant to the terms of this Warrant, the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "Note"), the Purchase Agreement (as defined in the Note) or any Related Agreement (as defined in the Purchase Agreement), shall not exceed an aggregate of 436,012 3,898,136 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this paragraph, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess exceed the difference between (i) 4.99% of the sum issued and outstanding shares of Common Stock and (iii) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such dateHolder. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction The conversion limitation described in this paragraph may be revoked upon 75 days prior Section 10 shall automatically become null and void following notice from the Holder to the Company upon the occurrence and is automatically null and void upon during the continuance of an Event of Default under the Note. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Warrant, as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "Note"), or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $4.86 per share pursuant to the terms of this Warrant, the Note, the Purchase Agreement (as defined in the Note) or ), any Related Agreement (as defined in the Purchase Agreement)) or otherwise, shall not exceed an aggregate of 436,012 2,108,764 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "Maximum Common Stock IssuanceMAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement, any Related Agreement or any Related Agreementotherwise, would exceed the Maximum Common Stock Issuance but for this paragraphSection 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess exceed the difference between (i) 4.99% of the sum issued and outstanding shares of Common Stock and (iii) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such dateHolder. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Notwithstanding the foregoing, the restriction The limitation described in the first sentence of this paragraph may be revoked upon 75 days prior Section 10 shall automatically become null and void following notice from the Holder to the Company upon the occurrence and is automatically null and void upon during the continuance of an Event of Default under the Note. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 per share pursuant to the terms of this Warrant, as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "“Note"”), or upon 120 days prior notice to the Purchase Agreement (as defined in Company except that at no time shall the Note) or any Related Agreement (as defined in number of shares of Common Stock beneficially owned by the Purchase Agreement)Holder exceed 19.99% of the outstanding Common Stock. Notwithstanding anything contained herein to the contrary, the total number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.65 per share pursuant to the terms of this Warrant, shall not exceed an aggregate of 436,012 2,339,050 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this paragraphSection 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. The Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess exceed the difference between (i) 4.99% of the sum issued and outstanding shares of Common Stock and (iii) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such dateHolder. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and Regulation Rule 13d-3 thereunder. Notwithstanding the foregoing, the restriction The conversion limitation described in this paragraph may be revoked Section 9 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default under and as defined in the Note, or upon 75 days prior notice from to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder to exceed 19.99% of the Company and is automatically null and void upon an Event outstanding shares of Default under the NoteCommon Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.48 0.95 per share pursuant to the terms of this Warrant, the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the "Note"), the Purchase Agreement (as defined in the Note) or ), any Related Agreement (as defined in the Purchase Agreement)) or otherwise, shall not exceed an aggregate of 436,012 2,367,666 shares of the Company's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the "“Maximum Common Stock Issuance"”), unless the issuance of shares Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's ’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement, any Related Agreement or any Related Agreementotherwise, would exceed the Maximum Common Stock Issuance but for this paragraphSection 9, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.