Common use of Maximum Number of Shares Clause in Contracts

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. Capital, LLC, and its affiliates to equal 9.99% of the Company’s Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 33,333 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. M.A.G Capital, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s Common Stock then outstanding.the

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 25,000,000 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. CapitalMercator Advisory Group, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 Sharesas set forth above. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s 's Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. CapitalMercator Advisory Group, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s 's Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 81,304 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s 's Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. CapitalMercator Advisory Group, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s 's Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 Shares376,875. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. CapitalMercator Advisory Group, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 Shares185,625. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. CapitalMercator Advisory Group, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 8,250,000 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. CapitalMercator Advisory Group, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 119.565 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s 's Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. CapitalMercator Advisory Group, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s 's Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 Shares140,625. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. CapitalMercator Advisory Group, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 16,750,000 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. CapitalMercator Advisory Group, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 54,667 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. M.A.G Capital, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s Common Stock then outstanding.the

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 233,043 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. M.A.G Capital, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s Common Stock then outstanding. In the event that on or before April 15, 2005, the Company pre-pays not less than $220,161 of the principal amount due under the Note, then 34,956 Warrants shall cancel.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 272,609 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s 's Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. CapitalMercator Advisory Group, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s 's Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 _______ Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s 's Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. Capital, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s 's Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 114,783 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. M.A.G Capital, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s Common Stock then outstanding. In the event that on or before April 15, 2005, the Company pre-pays not less than $104,839 of the principal amount due under the Note, then 17,217 Warrants shall cancel.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 45,333 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. M.A.G Capital, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s Common Stock then outstanding.the

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 265,000 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. Capital, LLC, and its affiliates to equal 9.99% of the Company’s Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 124,348 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s 's Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. CapitalMercator Advisory Group, LLC, and its affiliates affiliates, to equal 9.99% of the Company’s 's Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. Capital, LLC, and its affiliates to equal 9.99% of the Company’s Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 120,370 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. Capital, LLC, and its affiliates to equal 9.99% of the Company’s Common Stock then outstanding.

Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 462,963 342,593 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of (a) the Holder and its affiliates or (b) M.A.G. Capital, LLC, and its affiliates to equal 9.99% of the Company’s Common Stock then outstanding.