Common use of Mechanical Adjustments Clause in Contracts

Mechanical Adjustments. If the Company shall pay a dividend in shares of its Common Stock (other than payments of Common Stock as interest on preferred stock), subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which he, she or it would have owned or would have been entitled to receive after the happening of any of the events described above had the Warrant been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offering.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend or make a distribution in shares of its Common Stock Stock, (other than payments of Common Stock as interest on preferred stock), ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Warrant such Warrants been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase event or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentrecord date with respect thereto. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and paragraph (a) shall become effective immediately after the effective date in of such event retroactive to the case of a subdivisionrecord date, combination or reclassificationif any, for such event. The Holder Such adjustment shall be entitled made successively whenever any event listed above shall occur. (i) In case the Company shall distribute to participate in any subscription or other rights offering made to all holders of its shares of Common Stock as if he(including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above or in subparagraph (ii) below) or rights, she options or it had purchased warrants, or convertible or exchangeable securities containing the full right to subscribe for or purchase shares of Common Stock, then in each case the number of shares as to which Warrant Shares thereafter purchasable upon the exercise of each Warrant remains unexercised immediately prior to shall be determined by multiplying the record date for such rights offering.number of Warrant Shares theretofore purchasable upon the exercise of each

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock Stock, (other than payments of Common Stock as interest on preferred stock), ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Warrant such Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall distribute to all holders of its shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distribution referred to in paragraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the date of such distribution, and the Exercise Price denominator of which shall be correspondingly adjustedthe then current market price per share of Common Stock, less the then fair value (as reasonably determined by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 11.1; provided, however, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (c) For the purpose of any computation under paragraph (b) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily Closing Prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The selling price for each day (the "Closing Price") shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the counter market as reported by the Nasdaq National Market System or Nasdaq SmallCap System or if not approved for quotation on the Nasdaq National Market System or Nasdaq SmallCap System, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose. (d) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (e) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. (f) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraph (b) if the Company issues or distributes to each Holder of Warrants the rights, options, warrants or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment need be made for a change in the par value of the Warrant Shares. (g) In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Section 11 11, and the other provisions of this Agreement, with respect to the Warrant and Warrant Shares, shall become effective immediately after apply as nearly equivalent as practicable on like terms to such other securities. (h) Upon the record date in expiration of any rights, options, warrants or conversion or exchange privileges for which an adjustment was made hereunder, if any thereof shall not have been exercised, the case Warrant Price and the number of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) as if he(i) the only shares of Common Stock so issued were the shares of Common Stock, she if any, actually issued or it had purchased sold upon the full exercise of such rights, options, warrants or conversion or exchange rights and (ii) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, however, that no such readjustment shall have the effect of increasing the Warrant Price or decreasing the number of shares as to which of Common Stock purchasable upon the exercise of each Warrant remains unexercised immediately prior by an amount in excess of the amount of the adjustment initially made in respect to the record date for issuance, sale or grant of such rights offeringrights, options, warrants or conversion or exchange rights.

Mechanical Adjustments. If The number of Shares purchasable upon the Company exercise of each Warrant and the Warrant Exercise Price shall be subject to adjustment as follows: (a) In case the Bank shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (or “split) ” its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as into a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the smaller number of shares of Common Stock or (iv) issue by reclassification or recapitalization of its shares of Common Stock other securities of the Bank, the Holder hereof is entitled to purchase pursuant to of the Warrants immediately prior thereto shall be adjusted so that the Holder Warrant shall be entitled to receive upon exercise purchase the number of shares of Common Stock Shares or other securities of the Bank which he, she or it would have owned or he would have been entitled able to receive purchase after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Bank shall distribute to all holders of its shares of Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Shares purchasable upon the exercise of each Warrant before the occurrence of such event, and by a fraction, of which the Exercise Price numerator shall be correspondingly adjusted; providedthe then current market price per share of Common Stock (as defined in paragraph (c) below) on the date of such distribution, howeverand of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined by the Board of Directors of the Bank, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution. (c) For the purpose of any computation under paragraph (b) of this Section, the current market price per share of Common Stock at any date shall be the average representative closing bid quotation as reported on NASDAQ or, in the event the Common Stock is listed on a securities exchange, the average closing sales price on the principal such exchange for the Common Stock for the five consecutive trading days ending the day prior to the date as of which such computation is made. In the event that no none of the above sources are available, the Board of Directors of the Bank shall determine the current market price based upon such information and evidence as they determine to be credible and relevant at the time. (d) No adjustment in the number of shares and/or the Exercise Price Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) % in such the number and/or priceof Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest share. (e) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (f) For the purpose of this subsection 8.1, the term “shares of Common Stock” shall mean (i) the class of stock designated as the Common Stock of the Bank at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (a) above, the Holders shall become effective immediately after entitled to purchase any shares of the record date in Bank other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so purchasable upon exercise of each Warrant and shall become effective immediately after the effective date in the case Warrant Exercise Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made to holders of Common Stock a manner and on terms as if he, she or it had purchased the full number of shares nearly equivalent as to which the Warrant remains unexercised immediately prior practicable to the record date for such rights offeringprovisions with respect to the Shares contained in paragraphs (a) through (e), inclusive, above.

Mechanical Adjustments. If The number of shares of Common Stock purchasable upon the exercise of each Warrant (such shares being referred to in this Article III as the "Warrant Shares") and the Exercise Price shall be subject to adjustment as follows if any of the events listed in (a) - (c) below occur prior to exercise of each Warrant: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) or reclassify its outstanding shares of Common StockStock into a greater number of shares, (iii) combine (reverse split) or reclassify its outstanding shares of Common Stock, issue by reclassification Stock into a smaller number of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entityshares, the number of shares Warrant Shares purchasable upon the exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder number of Warrant Shares purchasable upon exercise of each Warrant shall be entitled determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the number (b) In case the Company shall (i) sell or issue shares of its Common Stock, (ii) issue rights, options or warrants to receive subscribe for or purchase shares of Common Stock, or (iii) issue or sell other rights or securities convertible into or for the purchase of shares of Common Stock at a price per share which is lower at the record date mentioned below than the then Current Market Price (as hereinafter defined) per share of Common Stock, the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or other securities which he, she or it would have owned or would have been entitled to receive after the happening of any of the events described above had the Warrant been exercised immediately prior to the happening of such eventpurchase, and of which the Exercise Price denominator shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or of Common Stock outstanding on such record date plus the Exercise number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Price per share of Common Stock. Such adjustment shall be required unless made whenever such adjustment would require an increase shares, rights, options or decrease of at least one percent (1%) in such number and/or price; warrants are issued, and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. In determining whether any rights or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of Common Stock at less than the Current Market Price, and in determining the aggregate offering price of the shares of Common Stock so offered, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board (whose determination, if made in good faith, shall be conclusive). To the extent that rights, options or warrants expire unexercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted to the number which would then be in effect had the adjustments made upon the issuance of such rights, warrants or options been made upon the basis of only the number of shares of Common Stock delivered pursuant to rights, options or warrants actually exercised. (c) In case the Company shall distribute to all holders of its shares of Common Stock shares of stock other than Common Stock or evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant, by a fraction of which the numerator shall be the Current Market Price per share of Common Stock on the record date mentioned below in this paragraph (c), and of which the denominator shall be the Current Market Price per share of Common Stock on such record date, less the then fair value (as reasonably determined by the Board of Directors of the Company, whose determination, if made in good faith, shall be conclusive) of the portion of the shares of stock dividend other than Common Stock or other assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective immediately after the effective record date for the determination of shareholders entitled to receive such distribution. (d) Notwithstanding the foregoing, the provisions of this Section 3.01 shall not apply to (i) any offering of capital stock of the Company in an underwritten public offering pursuant to a firm commitment (as opposed to best efforts) from the underwriter and (ii) any issuance of shares of capital stock of the Company under any bona fide compensation program for the benefit of the employees, officers, directors or consultants of the Company or its subsidiaries, which compensation plan is (a) in the case effect as of the date hereof, but only to the extent of shares currently authorized as of the date hereof or (b) following the date hereof is approved in writing by holders of Warrants owning a subdivisionmajority in amount of the Warrants then outstanding. (e) For the purposes of this Agreement, combination or reclassification"Current Market Price of the Common Stock" means the average of the last reported sale prices per share for the ten consecutive Trading Days (as defined below) preceding the date of such computation. The Holder last reported sale price for each day shall be entitled to participate (i) the last sale price, or the closing bid price if no sale occurred, of the Common Stock on the principal securities exchange on which the Common Stock is listed, (ii) if not listed as described in clause (i), the last reported sale price of the Common Stock on the Automated Quotation System of the National Association of Securities Dealers, Inc. (the "NASDAQ System"), or any subscription similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or other rights offering made to holders (iii) if not quoted as described in clauses (i) or (ii), the mean of the high and low bid quotations for the Common Stock as reported by the National Quotation Bureau Incorporated if heat least two securities dealers have inserted bid quotations for the Common Stock on at least five of the ten preceding days. If the Common Stock is quoted on a national securities or central market system, she in lieu of a market or it had purchased quotation system described above, the full number last reported sale price shall be determined in the manner set forth in clause (iii) of shares the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (i) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the Common Stock on any day or the average of such last reported sale prices for any period shall be the fair market value of such class of stock as to determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. As used herein the term "Trading Days" means (x) if the Common Stock is quoted on the NASDAQ System or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (y) if not quoted as described in clause (x), days on which quotations are reported by the Warrant remains unexercised immediately prior to National Quotation Bureau Incorporated, or (z) if the record date Common Stock is listed or admitted for trading on any national securities exchange, days on which such rights offeringnational securities exchange is open for business.

Mechanical Adjustments. (a) If the Company shall (i) subdivide, split, reclassify or recapitalize its outstanding New Common Stock into a greater number of shares, (ii) combine, reclassify or recapitalize its outstanding New Common Stock into a smaller number of shares or (iii) pay or declare a dividend or make a distribution on New Common Stock payable in shares of its Common Stock (other than payments of Common Stock as interest on preferred stock), subdivide (split) its outstanding shares of New Common Stock, combine (reverse split) its outstanding shares then the Maximum CVR Shares Available for Distribution shall be proportionately increased in the case of Common Stock, issue by reclassification a subdivision of its shares of Common Stock any shares or other securities of the Companystock dividend as described in clauses (i) and (iii), respectively, or distribute proportionately decreased in the case of a combination of shares as a stock dividend described in clause (ii). If the number of Maximum CVR Shares Available for Distribution is adjusted as provided in this Section 5(a), the CVR Strike Price shall be adjusted concurrently by multiplying the CVR Strike Price immediately prior to holders such adjustment by the quotient of its Common Stock any securities of the Company or of another entity, (x) the number of shares of New Common Stock or other securities outstanding immediately before the Holder hereof is entitled to purchase pursuant to effective date of the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise event causing such adjustment divided by (y) the number of shares of New Common Stock outstanding immediately after the effective date of the event causing such adjustment. Any adjustment required by this Section 5(a) shall be made successively immediately after the earlier of the record date or the effective date of such event, as applicable. (b) In case of any reclassification, merger, consolidation, capital reorganization or other change in the capital stock of the Company (other than in connection with a Change of Control or a subdivision, combination or stock dividend provided for in Section 5(a) above) in which all or substantially all of the outstanding shares of New Common Stock are converted into or exchanged for stock, other securities which heor other property, she or it the Company shall make appropriate provision so that each CVR Holder shall thereafter be entitled to receive, at the time such CVR Holder would have owned otherwise been entitled to receive a CVR Share Distribution in accordance with Section 3(a), its Pro Rata Percentage of the kind and amount of stock and other securities and property (which may include the property receivable in connection with such reclassification, merger, consolidation, reorganization or other change in the capital stock of the Company) having a value substantially equivalent to the value of New Common Stock that such CVR Holder would have been entitled to receive after the happening of any of the events described above had the Warrant been exercised in connection with a CVR Share Distribution immediately prior to such reclassification, merger, consolidation, reorganization or other change in the happening capital stock of the Company, at a CVR Strike Price that, in each case, is reasonably determined by the Board of Directors after consultation with an Independent Valuation Firm to preserve, to the extent practicable, the intrinsic value of such CVR immediately prior to such event. In any such case, the Company shall determine in good faith other appropriate provisions with respect to the rights and interests of the Exercise CVR Holders so that the provisions hereof shall thereafter be applicable with respect to any securities and property subject to the CVRs. (c) If the Company distributes to holders of New Common Stock any of its assets (including but not limited to cash), securities, or any rights or warrants to purchase securities (including but not limited to New Common Stock) of the Company, other than (x) as described in Section 5(a) or 5(b) above or (y) any regularly scheduled cash dividend declared and paid pursuant to a dividend policy established by the Board not to exceed in any fiscal year of the Company forty-five percent (45%) of the consolidated net income of the Company and its consolidated subsidiaries (determined in accordance with United States generally accepted accounting principles) for the immediately preceding fiscal year (any such non-excluded event being referred to herein as an “Extraordinary Distribution”), then the CVR Strike Price shall be correspondingly adjusted; provideddecreased, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the record or other effective date of such Extraordinary Distribution, so that the CVR Strike Price shall be equal to the price determined by dividing such CVR Strike Price in effect on such record or other effective date by a fraction, (i) the numerator of which shall be the Fair Market Value of the New Common Stock on such record or other effective date, and (ii) the denominator of which shall be (A) the Fair Market Value of the New Common Stock on such record or other effective date minus (B) the fair market value of the Extraordinary Distribution applicable to one share of New Common Stock, as reasonably determined by the Board of Directors in good faith on the basis of such information as it considers appropriate (without regard to any illiquidity or minority discounts). If the CVR Strike Price is adjusted as hereinabove provided, the Maximum CVR Shares Available for Distribution shall be increased concurrently by multiplying the Maximum CVR Shares Available for Distribution on the record date or effective date in respect of such Extraordinary Distribution by the case of a stock dividend or other distribution and same fraction set forth above. Any adjustment required by this Section 5(c) shall become effective be made successively immediately after the effective date in the case earlier of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for or the effective date of such rights offeringevent, as applicable. (d) Whenever an adjustment is required pursuant to this Section 5, the Company shall give written notice to each CVR Holder, which notice shall state the record date or the effective date of the event causing such adjustment in addition to a description of the adjustment(s) made, the facts requiring such adjustment(s) made and the computation by which such adjustment(s) was made. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. (e) If the Company shall have taken a record date with respect to any event described in Section 5(a) or 5(c) above which results in an adjustment to the CVR Strike Price and the Maximum CVR Shares Available and, subsequent to such adjustment, the Company abandons its plan to consummate or effect such event, then any such adjustment previously made in respect thereof shall be rescinded and annulled.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock Stock, (other than payments of Common Stock as interest on preferred stock), ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Warrant such Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall distribute to all holders of its shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distribution referred to in paragraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the date of such distribution, and the Exercise Price denominator of which shall be correspondingly adjustedthe then current market price per share of Common Stock, less the then fair value (as reasonably determined by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of shares of capital stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 11.1; provided, however, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (c) For the purpose of any computation under paragraph (b) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily Closing Prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The selling price for each day (the "Closing Price") shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the counter market as reported by the Nasdaq National Market System, Nasdaq SmallCap System or OTC Bulletin Board or if not approved for quotation on the Nasdaq National Market System, Nasdaq SmallCap System or OTC Bulletin Board, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose. (d) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (e) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. (f) No adjustment in the number of Warrant Shares purchasable upon the exercise of each warrant need be made under paragraph (b) if the Company issues or distributes to each Holder of Warrants the rights, options, warrants or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment need be made for a change in the par value of the Warrant Shares. (g) In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Section 11 11, and the other provisions of this Agreement, with respect to the Warrant and Warrant Shares, shall become effective immediately after apply as nearly equivalent as practicable on like terms to such other securities. (h) Upon the record date in expiration of any rights, options, warrants or conversion or exchange privileges for which an adjustment was made hereunder, if any thereof shall not have been exercised, the case Warrant Price and the number of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) as if he(i) the only shares of Common Stock so issued were the shares of Common Stock, she if any, actually issued or it had purchased sold upon the full exercise of such rights, options, warrants or conversion or exchange rights and (ii) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, however, that no such readjustment shall have the effect of increasing the Warrant Price or decreasing the number of shares as to which of Common Stock purchasable upon the Warrant remains unexercised immediately prior exercise of each Warrant, in each case, by an amount in excess of the amount of the adjustment initially made in respect to the record date for issuance, sale or grant of such rights offeringrights, options, warrants or conversion or exchange rights.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entitycompany is the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event, and event or any record date with respect thereto regardless of whether the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in Warrants are exercisable at the number time of shares and/or the Exercise Price shall be required unless happening of such adjustment would require an increase event or decrease at the time of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentrecord date with respect thereto. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and paragraph (a) shall become effective immediately after the effective date in of such event retroactive to the record date, if any, for such event. (b) In case of a subdivisionthe Company shall issue rights, combination options or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made warrants to holders of its outstanding Common Stock (other than rights, options or warrants issued to an officer, director or employee of the Company as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offering.compensation,

Mechanical Adjustments. If The number of shares of Common Stock purchasable upon the exercise of each Warrant (such shares being referred to in this Article III as the "Warrant Shares") shall be subject to adjustment as follows if any of the events listed in (a) - (b) below occur prior to exercise of each Warrant: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) or reclassify its outstanding shares of Common StockStock into a greater number of shares, (iii) combine (reverse split) or reclassify its outstanding shares of Common Stock, issue by reclassification Stock into a smaller number of its shares of Common Stock any shares or other securities of the Companyshares, or distribute as a stock dividend (iv) cause to holders of its Common Stock occur or suffer any securities of other event that would dilute the Company or of another entityWarrants, then the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants Warrant Shares in effect immediately prior thereto to such action shall be proportionately adjusted so that the Holder shall be entitled to holder of any Warrant thereafter exercised may receive upon exercise the aggregate number and kind of shares of Common Stock or other securities which he, she or it capital stock of the Company that such Holder would have owned or would have been entitled to receive after the happening of any of the events described above immediately following such action if such Warrant had the Warrant been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no action. The adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after retroactive to the record date in the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder If any dividend or distribution is not paid or made, the number of Warrant Shares shall be entitled appropriately readjusted. (b) Unless otherwise agreed in writing, in case the Company shall (i) sell or issue shares of its Common Stock, (ii) issue rights, options or warrants to participate in any subscription subscribe for or other rights offering made to holders purchase shares of Common Stock as if heor (iii) issue or sell other rights or securities convertible into or for the purchase of shares of Common Stock (collectively, she or it had purchased the full "Securities"), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares as to which the Warrant remains unexercised of Common Stock outstanding immediately prior to the record date issuance of such Securities plus the maximum number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights offeringSecurities. To the extent that Securities expire unexercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted to the number which would then be in effect had the adjustments made upon the issuance of such Securities been made upon the basis of only the number of shares of Common Stock delivered pursuant to Securities actually exercised. (c) In the event that the provisions of this Article III fail as a result of an unintentional oversight to provide expressly for the adjustment of the number of Warrant Shares purchasable upon exercise of each Warrant under circumstances that, based upon the purposes and intentions expressed herein, would otherwise have been addressed, the Board shall, in good faith, cause an equitable adjustment to be made to the number of Warrant Shares purchasable upon exercise of each Warrant to correct such an oversight.

Mechanical Adjustments. If The number of shares of Common ---------------------- Stock purchasable upon the exercise of each Warrant (such shares being referred to in this Article III as the "Warrant Shares") and the Exercise Price shall be subject to adjustment as follows if any of the events listed in (a) - (c) below occur prior to exercise of each Warrant: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) or reclassify its outstanding shares of Common StockStock into a greater number of shares, (iii) combine (reverse split) or reclassify its outstanding shares of Common Stock, issue by reclassification Stock into a smaller number of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entityshares, the number of shares Warrant Shares purchasable upon the exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder number of Warrant Shares purchasable upon exercise of each Warrant shall be entitled to receive determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock or other securities outstanding immediately following such action and of which he, she or it would have owned or would have been entitled to receive after the happening of any of the events described above had the Warrant been exercised immediately prior to the happening of such event, and the Exercise Price denominator shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or of Common Stock outstanding immediately prior thereto. If the Exercise Company declares a dividend in money or its Common Stock and at substantially the same time offers its stockholders a right to purchase new shares of Common Stock from the proceeds of such dividend, or for an amount substantially equal to such dividend, all shares of Common Stock so issued shall for purposes hereof be deemed issued as a stock dividend. (b) In case the Company shall (i) sell or issue shares of its Common Stock, (ii) issue rights, options or warrants to subscribe for or purchase shares of Common Stock, or (iii) issue or sell other rights or securities convertible into or for the purchase of shares of Common Stock at a price per share which is lower at the record date mentioned below than the then Current Market Price (as hereinafter defined) per share of Common Stock, the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be required unless determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Price per share of Common Stock. Such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to shall be made shall be carried forward whenever such shares, rights, options or warrants are issued, and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. In determining whether any rights or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of Common Stock at less than the Current Market Price, and in determining the aggregate offering price of the shares of Common Stock so offered, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board (whose determination, if made in good faith, shall be conclusive). To the extent that rights, options or warrants expire unexercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted to the number which would then be in effect had the adjustments made upon the issuance of such rights, warrants or options been made upon the basis of only the number of shares of Common Stock delivered pursuant to rights, options or warrants actually exercised. (c) In case the Company shall distribute to all holders of its shares of Common Stock shares of stock other than Common Stock or evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant, by a fraction of which the numerator shall be the Current Market Price per share of Common Stock on the record date mentioned below in this paragraph (c), and of which the denominator shall be the Current Market Price per share of Common Stock on such record date, less the then fair value (as reasonably determined by the Board of Directors of the Company, whose determination, if made in good faith, shall be conclusive) of the portion of the shares of stock dividend other than Common Stock or other assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective immediately after the effective record date for the determination of shareholders entitled to receive such distribution. (d) Notwithstanding the foregoing, the provisions of this Section 3.01 shall not apply to (i) any offering of capital stock of the Company in an underwritten public offering pursuant to a firm commitment (as opposed to best efforts) from the underwriter and (ii) any issuance of shares of capital stock of the Company under any bona fide compensation program for the benefit of the employees, officers, directors or consultants of the Company or its subsidiaries, which compensation plan is (a) in the case effect as of the date hereof, but only to the extent of shares currently authorized as of the date hereof or (b) following the date hereof is approved in writing by holders of Warrants owning a subdivisionmajority in amount of the Warrants then outstanding. (e) For the purposes of this Agreement, combination or reclassification"Current Market Price of the Common Stock" means the average of the last reported sale prices per share for the ten consecutive Trading Days (as defined below) preceding the date of such computation. The Holder last reported sale price for each day shall be entitled to participate (i) the last sale price, or the closing bid price if no sale occurred, of the Common Stock on the principal securities exchange on which the Common Stock is listed, (ii) if not listed as described in clause (i), the last reported sale price of the Common Stock on the Automated Quotation System of the National Association of Securities Dealers, Inc. (the "NASDAQ System"), or any subscription similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or other rights offering made to holders (iii) if not quoted as described in clauses (i) or (ii), the mean of the high and low bid quotations for the Common Stock as reported by the National Quotation Bureau Incorporated if heat least two securities dealers have inserted bid quotations for the Common Stock on at least five of the ten preceding days. If the Common Stock is quoted on a national securities or central market system, she in lieu of a market or it had purchased quotation system described above, the full number last reported sale price shall be determined in the manner set forth in clause (iii) of shares the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (i) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the Common Stock on any day or the average of such last reported sale prices for any period shall be the fair market value of such class of stock as to determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. As used herein the term "Trading Days" means (x) if the Common Stock is quoted on the NASDAQ System or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (y) if not quoted as described in clause (x), days on which quotations are reported by the Warrant remains unexercised immediately prior to National Quotation Bureau Incorporated, or (z) if the record date Common Stock is listed or admitted for trading on any national securities exchange, days on which such rights offeringnational securities exchange is open for business.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it the holder would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Warrant such Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall distribute to all holders of its shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (including securities, but excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the date of such distribution, and the Exercise Price denominator of which shall be correspondingly adjustedthe then current market price per share of Common Stock on the date of such distribution, less the then fair value (as reasonably determined by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Subject to paragraph (d) below, such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 11.1; provided, however, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (c) For the purpose of any computation under paragraph (b) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily Closing Prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The selling price for each day (the "Closing Price") shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the counter market as reported by the Nasdaq National Market System or Nasdaq SmallCap System or if not approved for quotation on the Nasdaq National Market System or Nasdaq SmallCap Market, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose. (d) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (e) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. (f) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraph (b) if the Company issues or distributes to each Holder of Warrants the rights, options, warrants or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment need be made for a change in the par value of the Warrant Shares. (g) In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Section 11 11, and the other provisions of this Agreement, with respect to the Warrant and Warrant Shares, shall become effective immediately after apply as nearly equivalent as practicable on like terms to such other securities. (h) Upon the record date in expiration of any rights, options, warrants or conversion or exchange privileges for which an adjustment was made hereunder, if any thereof shall not have been exercised, the case Warrant Price and the number of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) as if he(i) the only shares of Common Stock so issued were the shares of Common Stock, she if any, actually issued or it had purchased sold upon the full exercise of such rights, options, warrants or conversion or exchange rights and (ii) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, however, that no such readjustment shall have the effect of increasing the Warrant Price or decreasing the number of shares as to which of Common Stock purchasable upon the exercise of each Warrant remains unexercised immediately prior by an amount in excess of the amount of the adjustment initially made in respect to the record date for issuance, sale or grant of such rights offeringrights, options, warrants or conversion or exchange rights.

Mechanical Adjustments. If (a) In case the Company shall at any time or from time to time while this Warrant remains outstanding and unexpired (i) pay a dividend any dividend, or make any distribution, on the outstanding shares of Common Stock (or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock) in shares of its capital stock, including Common Stock Stock, (other than payments of Common Stock as interest on preferred stock), ii) subdivide (split) its the outstanding shares of Common Stock, (iii) combine (reverse split) its the outstanding shares of Common Stock, Stock into a smaller number of shares or (iv) issue by reclassification of its the shares of Common Stock any shares or other securities of capital stock of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entitythen and in each such case, the Exercise Price in effect immediately prior to such event or the record date therefor, whichever is earlier, shall be adjusted so that the Warrantholder shall be entitled to receive the number and type of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities capital stock which he, she or it such Warrantholder would have owned or would have been entitled to receive after the happening of any of the events described above had the such Warrant been exercised converted into Common Stock immediately prior to the happening of such eventevent or the record date therefor, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentwhichever is earlier. An adjustment made pursuant to this Section 11 5.01(a) shall become effective immediately after the record date (x) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. (b) If the Company shall take a stock record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution and shall become effective immediately after the effective date thereafter, and before such dividend or distribution is paid or delivered to stockholders entitled thereto, legally abandon its plan to pay or deliver such dividend or distribution, then no adjustment in the case Exercise Price then in effect shall be made by reason of the taking of such record, and any such adjustment previously made as a subdivisionresult of the taking of such record shall be reversed. (c) As used in this Section 5.01 the term "Common Stock" shall mean and include the Company's authorized Common Stock, combination par value $.0l per share, as constituted on the date hereof, and shall also include any capital stock of any class of the Company thereafter authorized which shall neither be limited to a fixed sum or reclassification. The Holder shall percentage in respect of the rights of the holders thereof to participate in dividends nor be entitled to participate a preference in any subscription the distribution of assets upon the voluntary or other rights offering made to holders involuntary liquidation, dissolution or winding up of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offeringCompany.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it the Holder would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them (for a period expiring within thirty (30) days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the then current market price per share of Common Stock (as defined in paragraph (d) below), the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be (i) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the Exercise Price denominator shall be correspondingly adjusted; provided(ii) the number of shares of Common Stock outstanding on the date of issuance of such rights, howeveroptions or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then current market price per share of Common Stock (as defined in paragraph (d) below). Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its shares of Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (1) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant, by a fraction, of which the numerator shall be (i) the then current market price per share of Common Stock (as defined in paragraph (d) below) on the date of such distribution, and of which the denominator shall be (ii) the then current market price per share of Common Stock, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution. (d) For the purpose of any computation under this Section, the current or closing market price per share of Common Stock at any date shall be the average of the daily closing prices for fifteen (15) consecutive trading days commencing twenty (20) trading days before the date of such computation. The closing price for each day shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the average of the representative closing bid and asked quotations for the Common Stock on NASDAQ or any comparable system, or if the Common Stock is not listed on NASDAQ or a comparable system, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that no purpose. (e) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) % in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one- thousandth of a share. (f) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter. (g) In case the Company shall sell and issue shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding (i) shares, rights, options, warrants or convertible or exchangeable securities issued in any of the transactions described in paragraphs (a), (b) or (c) of this Section, (ii) shares issuable upon exercise of stock options granted or to be granted to employees or directors of the Company, provided that the number of shares so excluded shall not exceed in the aggregate 200,000 shares, subject to adjustment under the terms of such stock options, (iii) the Warrant Shares, (iv) warrants to acquire shares of the Common Stock issued to any underwriter of the Company's common stock offered in a public offering; or (v) shares issued to shareholders of any corporation which is acquired by, merged into or becomes part of the Company or a subsidiary of the Company in an arm's length transaction between the Company and one or more unaffiliated third parties in proportion to their stock holdings of any such corporation immediately prior to such merger, upon such merger), at a price per share of Common Stock (determined, in the case of such rights, options, warrants or convertible or exchangeable securities, by dividing (i) the total amount received or receivable by the Company in consideration of the sale and issuance of such rights, options, warrants or convertible or exchangeable securities, plus the total consideration payable to the Company upon exercise or conversion or exchange thereof, by (ii) the total number of shares of Common Stock covered by such rights, options, warrants or convertible or exchangeable securities) lower than the then current market price per share of the Common Stock (as defined in paragraph (d) above), then the Warrant Price shall be reduced to a price (calculated to the nearest cent) determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, the numerator of which shall be (i) an amount equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to such sale and issuance plus (B) the number of shares of Common Stock which the aggregate consideration received (determined as provided below) for such sale or issuance would purchase at such current market value per share, and the denominator of which shall be (ii) the total number of shares of Common Stock outstanding immediately after such sale and issuance. Such adjustment shall be made successively whenever such an issuance is made. The number of Warrant Shares purchasable upon the exercise of each Warrant shall be that number determined by multiplying the number of Warrant Shares issuable upon exercise immediately prior to such adjustment by a fraction, of which the numerator is the Warrant Price in effect immediately prior to such adjustment and the denominator is the Warrant Price as so adjusted. For the purposes of such adjustments, the shares of Common Stock which the holder of any such rights, options, warrants, or convertible or exchangeable securities shall be entitled to subscribe for or purchase shall be deemed to be issued and outstanding as of the date of such sale and issuance and the consideration received by the Company therefor shall be deemed to be the consideration received by the Company for such rights, options, warrants or convertible or exchangeable securities, plus the consideration or premiums stated in such rights, options, warrants or convertible or exchangeable securities to be paid for the shares of Common Stock covered thereby. In case the Company shall sell and issue shares of Common Stock or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share of Common Stock" and the "consideration received by the Company" for purposes of the first sentence of this paragraph (g), the Board of Directors shall determine, in its discretion, the fair value of said property, and such determinations, if made in good faith, shall be binding upon all Holders. (h) For the purpose of this subsection 3.1, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (a) above, the Holders shall become effective immediately after entitled to purchase any shares of the record date in Company other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so purchasable upon exercise of each Warrant and shall become effective immediately after the effective date in the case Warrant Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of Common Stock as if he, she or it had purchased the full number of shares as provisions with respect to which the Warrant remains unexercised immediately prior to the record date for such rights offeringShares contained in paragraphs (a) through (g), inclusive, above.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock (other than payments or make a distribution to holders of Common Stock as interest on preferred stock)in shares of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event, and event or any record date with respect thereto regardless of whether the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in Warrants are exercisable at the number time of shares and/or the Exercise Price shall be required unless happening of such adjustment would require an increase event or decrease at the time of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentrecord date with respect thereto. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and paragraph (a) shall become effective immediately after the effective date in of such event retroactive to the record date, if any, for such event. (b) In case of a subdivisionthe Company shall issue rights, combination options, or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock as if heat a price per share (the "Subscription Price") which is lower at the record date mentioned below than (i) the Exercise Price, she or it had purchased then (A) the full Exercise Price in effect immediately prior to such issuance shall immediately be reduced to the price that is equivalent to such Subscription Price and (B) the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be increased in direct proportion to the increase in the number of shares as to which the Warrant remains unexercised of Common Stock outstanding on a fully diluted basis immediately prior to such issuance; or (ii) the record date for then current market price of a share of Common Stock and equal to or greater than the Exercise Price, then the number of shares of Common Stock that immediately prior to such rights offering.issuance the Warrant Holder

Mechanical Adjustments. If Except as provided below, the number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (A) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of recapitalization of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (B) In case the Company shall distribute to all holders of its shares of Common Stock evidence of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant, by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in Section 10.1 (c) hereof) on the date of such distribution, and of which the Exercise Price denominator shall be correspondingly adjusted; providedthe then current market price per share of Common Stock, howeverless the then fair value (as determined by the Board of Directors of the Company, that no whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. (C) For the purpose of any computation under Section 10.1(b) and Section 12 hereof, the current market price per share of Common Stock at any date shall be the average closing bid price of the Common Stock (if then traded in the over-the-counter market) or the average closing price of the Common Stock (if then traded on NASDAQ's National Market System or on a national securities exchange) for the five consecutive trading days ending the day prior to the date as of which such computation is made. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid or closing prices are not so reported, the current market price per share shall be determined in such reasonable manner as may be prescribed by the Board of Directors of the Company. (D) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) % in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 10.1(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (E) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant in effect immediately prior to such adjustment, shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter. (F) For the purpose of this Section 10.1, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (a) above, the Holders shall become effective immediately after entitled to purchase any shares of the record date in Company other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so purchasable upon exercise of each Warrant and shall become effective immediately after the effective date in the case Warrant Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders the provisions with respect to the Warrants Shares contained in Section 10.1(a) through Section 10.1(e), inclusive, above, and the provisions of Common Stock as if heSection 5 and Sections 10.2 and 10.3 hereof, she or it had purchased the full number of shares as with respect to which the Warrant remains unexercised immediately prior Shares, shall apply on like terms to the record date for any such rights offeringother shares.

Mechanical Adjustments. If The number of Warrant Shares issuable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock (other than payments or make a distribution to holders of Common Stock as interest on preferred stock)in shares of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto regardless of whether the Warrants are exercisable at the time of the happening of such event or at the time of any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options, or warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for shares of Common Stock at a price per share which is lower at the record date mentioned below than the Exercise Price, then (i) the Exercise in effect immediately prior to such issuance shall immediately be reduced to the price that is equivalent to such consideration received by the Company upon such issuance and (ii) the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be increased in direct proportion to the increase in the number of shares of Common Stock 1. Such adjustment shall be made whenever such rights, options, or warrants are issued, and shall become effective immediately after the Exercise Price record date for the determination of stockholders entitled to receive such rights, options, or warrants; provided that this Section 12.1(b) shall expire and be of no force and effect on or after November 15, 2008. (c) In case the Company shall distribute to holders of its shares of Common Stock evidences of its indebtedness or assets (including cash dividends or other cash distributions) or rights, options, or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be correspondingly adjusteddetermined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of distribution by the Company to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Warrant Holder, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary, or both, as the Company shall determine, the stock or other securities to which such Warrant Holder would have been entitled if such Warrant Holder had exercised such Warrant immediately prior thereto regardless of whether the Warrants are exercisable at such time, all subject to further adjustment as provided in this subsection 12.1; provided, however, that no adjustment in the number respect of shares and/or the Exercise Price dividends or interest on such stock or other securities shall be required unless such adjustment would require an increase made during the term of a Warrant or decrease upon the exercise of at least one percent a Warrant; provided further that this Section 12.1(c) shall expire and be of no force and effect on or after November 15, 2008. (1%d) in such number and/or price; For the purpose of any computation under paragraphs (b) and provided further, however, that any adjustments which by reason (c) of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after Section, the record date in the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders current market price per share of Common Stock as if heat any date shall be the average of the daily closing prices of the Company's Common Stock, she or it had purchased for five consecutive trading days ending one trading day before the full number date of shares as to such computation. The closing price for each day shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal securities exchange on which the Warrant remains unexercised immediately prior shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Board of Directors of the Company shall determine the current market price, in good faith, on the basis of such quotations as it considers appropriate. Notwithstanding the foregoing, for the purpose of any calculation under paragraph (c) above (A) with respect to any issuance of options under the Company's employee or director compensation stock option plans as in effect or as adopted by the Board of Directors of the Company on the date hereof, the term "current market price", in such instances, shall mean the fair market price on the date of the issuance of any such option determined in accordance with the Company's employee compensation stock option plans as in effect or adopted by the Board of Directors of the Company on the date hereof; and (B) with respect to any issuances of Common Stock (or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase shares of Common Stock) in connection with bona fide corporate transactions (other than issuances in such transactions for cash or similar consideration), the term "fair market price" shall mean the fair market price per share as determined in arm's-length negotiations by the Company and such other parties (other than affiliates or subsidiaries of the Company) to such transactions as reflected in the definitive documentation with respect thereto, unless such determination is not reasonably related to the record closing market price on the date for of such rights offeringdetermination.

Mechanical Adjustments. If The number of shares of Common Stock purchasable upon the exercise of each Warrant (such shares being referred to in this Article III as the "Warrant Shares") and the Exercise Price shall be subject to adjustment as follows if any of the events listed in (a) - (c) below occur prior to exercise of each Warrant: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) or reclassify its outstanding shares of Common Stock into a greater number of shares, (iii) combine or (b) In case the Company shall (i) sell or issue shares of its Common Stock, combine (reverse splitii) its outstanding issue rights, options or warrants to subscribe for or purchase shares of Common Stock or (iii) issue or sell other rights or securities convertible into or for the purchase of shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend in each case to holders of its Common Stock, at a price per share which is lower at the record date mentioned below than the then Current Market Price (as hereinafter defined) per share of Common Stock, then in each case unless the Warrant Holder shall be permitted to subscribe for or purchase shares of Common Stock any securities on the same basis as through such Warrant Holder's Warrants had been converted into shares of Common Stock immediately prior to such record date, the Company or number of another entityWarrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or other securities purchase, and of which the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto denominator shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which he, she or it would have owned or would have been entitled to receive after the happening of any of the events described above had the Warrant been exercised immediately prior to the happening of outstanding on such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in record date plus the number of shares and/or which the Exercise aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Price per share of Common Stock. Such adjustment shall be required unless made whenever such adjustment would require an increase shares, rights, options or decrease of at least one percent (1%) in such number and/or price; warrants are issued, and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. In determining whether any rights or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of Common Stock at less than the Current Market Price, and in determining the aggregate offering price of the shares of Common Stock so offered, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board (whose determination, if made in good faith, shall be conclusive). To the extent that rights, options or warrants expire unexercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted to the number which would then be in effect had the adjustments made upon the issuance of such rights, warrants or options been made upon the basis of only the number of shares of Common Stock delivered pursuant to rights, options or warrants actually exercised. (c) In case the Company shall distribute to all holders of a its shares of Common Stock shares of stock dividend (other than Common Stock) or evidences of its indebtedness or cash or other assets (excluding regular cash dividends or distributions payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant, by a fraction of which the numerator shall be the Current Market Price per share of Common Stock on the record date mentioned below in this paragraph (c), and of which the denominator shall be the Current Market Price per share of Common Stock on such record date, less the then fair value (as reasonably determined by the Board of Directors of the Company, whose determination, if made in good faith, shall be conclusive) of the portion of the shares of stock other than Common Stock or cash, assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior retroactive to the record date for the determination of shareholders entitled to receive such distribution. (d) Notwithstanding the foregoing, the provisions of this Section 3.01 shall not apply to (i) any offering of Capital Stock of the Company in an underwritten public offering pursuant to a firm commitment (as opposed to best efforts) from the underwriter and (ii) any issuance of shares of Capital Stock of the Company under any bona fide compensation program for the benefit of the employees, officers, directors or consultants of the Company or its subsidiaries. For the purposes of this Agreement, "Capital Stock" means any and all shares, interests, rights offeringto purchase, warrants, options, participations or other equivalents of or interests in (however designated) corporate stock, including, without limitation, any preferred stock of a corporation.

Mechanical Adjustments. The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price payable in connection therewith shall be subject to adjustment from time to time as follows: (a) If the Company shall at any time pay a dividend in shares of on its Common Stock (other than payments of Shares in its Common Stock as interest on preferred stock)Shares, subdivide (split) its outstanding shares of Common Stock, Shares into a larger number of shares or combine (reverse split) its outstanding shares Common Shares into a smaller number of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entityshares, the number of shares Warrant Shares issuable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants this Warrant immediately prior thereto shall be adjusted so that the Holder this Warrant shall thereafter be entitled to receive upon exercise exercisable for the number of shares Warrant Shares equal to the number of Common Stock or other securities Shares which he, she or it the Holder would have owned or would have been entitled to receive held after the happening of any of the events described above had the this Warrant been exercised in full immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 paragraph (a) shall become effective immediately after retroactively to the record date in the case of a stock dividend or other distribution and shall become effective immediately after on the effective date in the case of a subdivision, combination subdivision or reclassification. The Holder combination. (b) If the Company shall be entitled issue rights or warrants to participate in any subscription or other rights offering made to all holders of Common Stock Shares for the purpose of entitling them (for a period not exceeding forty-five (45) days from the date of issuance) to subscribe for or purchase Common Shares at a price per share (taking into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors) less than the average market price per share (determined as if heprovided below) of the Common Shares on the declaration date for such issuance, she then in each such case, the number of Warrant Shares thereafter issuable upon exercise of this Warrant after such record date shall be determined by multiplying the number of Warrant Shares issuable upon exercise of this Warrant on the date immediately preceding such declaration date by a fraction, the numerator of which shall be the sum of the number of Common Shares outstanding on such declaration date and the number of additional Common Shares so offered for subscription or it had purchased purchase in connection with such rights or warrants, and the full denominator of which shall be the sum of the number of Common Shares outstanding on such declaration date and the number of Common Shares which the aggregate offering price of the total number of shares as so offered would purchase at such average market price; PROVIDED, HOWEVER, if all the Common Shares offered for subscription or purchase are not delivered upon the exercise of such rights or warrants, upon the exercise of such rights or warrants the number of Warrant Shares issuable upon exercise of this Warrant shall thereafter be readjusted to the number of Warrant Shares which would have been in effect had the Warrant remains unexercised immediately prior numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of Common Shares actually delivered upon the exercise of such rights or warrants rather than upon the number of Common Shares offered for subscription or purchase. Such adjustment shall be made whenever any such rights or warrants are issued, and shall become effective on the date of issuance retroactive to the record date for determination of shareholders entitled to receive such rights offeringor warrants.

Mechanical Adjustments. If The number of Warrant Shares issuable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock (other than payments or make a distribution to holders of Common Stock as interest on preferred stock)in shares of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto regardless of whether the Warrants are exercisable at the time of the happening of such event or at the time of any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options, or warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for shares of Common Stock at a price per share which is lower at the record date mentioned below than the Exercise Price, then (i) the Exercise in effect immediately prior to such issuance shall immediately be reduced to the price that is equivalent to such consideration received by the Company upon such issuance and (ii) the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be increased in direct proportion to the increase in the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance; provided that if such shares of Common Stock, options or other convertible securities are issued for consideration per share less than the Exercise Price at the date of such issue or sale, the number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant shall be correspondingly adjustedincreased to the greater of (i) that number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant multiplied by a fraction, the numerator of which is the Exercise Price and the denominator of which is such consideration per share, and (ii) the number of shares of Common Stock otherwise calculated under this Section 12.1. Such adjustment shall be made whenever such rights, options, or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options, or warrants; provided that this Section 12.1(b) shall expire and be of no force and effect on or after December 1, 2009. (c) In case the Company shall distribute to holders of its shares of Common Stock evidences of its indebtedness or assets (including cash dividends or other cash distributions) or rights, options, or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of distribution by the Company to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Warrant Holder, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary, or both, as the Company shall determine, the stock or other securities to which such Warrant Holder would have been entitled if such Warrant Holder had exercised such Warrant immediately prior thereto regardless of whether the Warrants are exercisable at such time, all subject to further adjustment as provided in this subsection 12.1; provided, however, that no adjustment in the number respect of shares and/or the Exercise Price dividends or interest on such stock or other securities shall be required unless such adjustment would require an increase made during the term of a Warrant or decrease upon the exercise of at least one percent a Warrant; provided further that this Section 12.1(c) shall expire and be of no force and effect on or after November 15, 2008. (1%d) in such number and/or price; For the purpose of any computation under paragraphs (b) and provided further, however, that any adjustments which by reason (c) of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after Section, the record date in the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders current market price per share of Common Stock as if heat any date shall be the average of the daily closing prices of the Company's Common Stock, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offering.five consecutive trading days ending one

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event, and event or any record date with respect thereto regardless of whether the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in Warrants are exercisable at the number time of shares and/or the Exercise Price shall be required unless happening of such adjustment would require an increase event or decrease at the time of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentrecord date with respect thereto. An adjustment made pursuant to this Section 11 paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them (for a period expiring within 60 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below), the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of common stock so offered would purchase at the current market price per share of Common Stock at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately after the record date in for the case determination of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be stockholders entitled to participate in any subscription receive such rights, options or other rights offering made warrants. (c) In case the Company shall distribute to all holders of its shares of Common Stock as if he, she evidences of its indebtedness or it had purchased assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above or in the full number of shares as to which the Warrant remains unexercised paragraph immediately prior to the record date for such rights offering.following this paragraph) or rights,

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment as follows: (1) In case the Company shall at any time after the date of this Warrant (i) declare or pay a dividend in Common Shares or make a distribution in Common Shares, (ii) subdivide its outstanding Common Shares into a greater number of shares, (iii) combine its outstanding Common Shares into a smaller number of Common Shares, (iv) make a distribution on its Common Shares in shares of its Common Stock (capital stock or securities exercisable for or convertible into capital stock other than payments of Common Stock as interest on preferred stock)Shares, subdivide or (splitv) its outstanding issue any shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by capital stock in a reclassification of its shares of the Common Stock Shares (including any shares such reclassification in connection with a consolidation or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another is the continuing entity), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant the kind and number of shares of Common Stock Warrant Shares or other securities which he, she or it of the Company that the Holder would have owned or would have been entitled to receive after the happening of any of the events described above above, had the this Warrant been exercised immediately prior to the happening of such an event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. (2) In case the Company shall (i) issue Common Shares, Options or Convertible Securities to any Person entitling such Person to subscribe for or purchase Common Shares at a price per share that is lower than the then current Fair Market Value (as defined below) per Common Share on the date the Company agrees to issue such Common Shares, Options or Convertible Securities, or (ii) fix a record date for the issuance of Options or Convertible Securities to all holders of Common Shares entitling them to subscribe for or purchase Common Shares at a price (or having a conversion or exercise price per share) less than the Fair Market Value on such record date, the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to the date of such issuance (which date in the event of a distribution to all holders of Common Shares shall be deemed to be the record date set by the Company to determine the holders of Common Shares entitled to participate in such distribution) by a fraction, of which the numerator shall be the number of Common Shares outstanding on the date of issuance of such Options or Convertible Securities plus the number of additional Common Shares offered for subscription or purchase, and of which the Exercise Price denominator shall be correspondingly adjustedthe number of Common Shares outstanding on the date of issuance of such Options or Convertible Securities plus the number of shares that the aggregate offering price of the total number of Common Shares, the exercise price of the Options (which shall be deemed to include the purchase price for such Options), or the conversion price of the Convertible Securities, as the case may be, so offered would purchase at the current Fair Market Value per Common Share on the date of such issuance. Such adjustment shall be made whenever such Options or Convertible Securities are issued, and shall become effective immediately upon the date of issuance; provided, however, that this Section 6.A.2 shall not apply to up to two hundred thousand (200,000) Options or Convertible Securities issued by the Company for executive/employee compensation purposes or to the issuance of Convertible Securities or Common Shares upon the exercise of such Options or conversion or exchange of such Convertible Securities and; provided further, however, that in any such case in which Options or Convertible Securities are deemed to be issued: (A) no further adjustment shall be made hereunder upon the subsequent issuance of Convertible Securities or Common Shares upon the exercise of such Options or conversion or exchange of such Convertible Securities; (B) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, or decrease or increase in the number of Common Shares issuable, upon the exercise, conversion or exchange thereof, the adjustment made upon the issuance of such Option or Convertible Securities, and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective (except to the extent such increase or decrease results from a change in the Fair Market Value of the Common Shares), be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities that are outstanding at such time; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, made with respect to any Warrant Shares that any adjustments which by reason shall have been issued prior thereto upon the exercise of this Section 11 are Warrant; (C) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities that have not required to be made shall be carried forward been exercised, the adjustments hereunder upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date adjustments based thereon, shall, upon such expiration, be recomputed as if, in the case of Convertible Securities or Options for Common Shares, the only Common Shares issued were the Common Shares, if any, actually issued upon exercise of such Options, and the cash consideration received by the Company for the Common Shares deemed to have been then issued was the consideration actually received by the Company for the issuance of all such Options, whether or not exercised, plus the cash consideration received by the Company upon the issuance of the Convertible Securities or upon the actual exercise of such Options; and (D) in the case of any Options that expire by their terms not more than 30 days after the date of issuance thereof, no adjustment hereunder shall be made until the expiration or exercise of all or any such Options, whereupon such adjustment shall be made in the same manner provided above with respect to the Options so exercised based on the Fair Market Value at the time of exercise. (3) (i) In case the Company shall distribute to all holders of its Common Shares evidences of its indebtedness or assets (excluding cash dividends or distributions from current earnings), or Options or Convertible Securities, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of the Warrant by a stock dividend fraction, of which the numerator shall be the then current Fair Market Value per Common Share (as defined in clause (4) below) on the date of such distribution, and of which the denominator shall be the then current Fair Market Value per Common Share, less the then fair value (as determined by the disinterested members of the Board of Directors of the Company) of the portion of the assets or other evidence of indebtedness so distributed or of such Options or Convertible Securities, applicable to one Common Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective immediately after on the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior distribution retroactive to the record date for the determination of shareholders entitled to receive such rights offeringdistribution.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the Company exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case Sheridan shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock (other than payments or make a distribution to holders of Common Stock as interest on preferred stock)in shares of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of Sheridan (including any such reclassification in connection with a consolidation or merger in which Sheridan is the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entitysurviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of Sheridan which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto regardless of whether the Warrants are exercisable at the time of the happening of such event or at the time of any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case Sheridan shall issue rights, and options or warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the greater of (a) the Exercise Price or (b) the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) (the "Greater Price"), then in each such case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be correspondingly adjusteddetermined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of common stock so offered would purchase at the Greater Price. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. (c) In case Sheridan shall distribute to holders of its shares of Common Stock evidences of its indebtedness or assets (including cash dividends or other cash distributions) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of Sheridan) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of distribution by Sheridan to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Warrant Holder, upon the exercise thereof at any time after such distribution, shall be entitled to receive from Sheridan, such subsidiary or both, as Sheridan shall determine, the stock or other securities to which such Warrant Holder would have been entitled if such Warrant Holder had exercised such Warrant immediately prior thereto regardless of whether the Warrants are exercisable at such time, all subject to further adjustment as provided in this subsection 12.1; provided, however, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (d) [intentionally left blank] (e) For the purpose of any computation under paragraphs (b) or (c) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily closing prices of Sheridan's Common Stock, for 10 consecutive trading days commencing 30 trading days before the date of such computation. The closing price for each day shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over- the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, (f) In any case in which this Section 12.1 shall require that any adjustment in the number of Warrant Shares be made effective as of or immediately after a record date for a specified event, Sheridan may elect to defer until the occurrence of the event the issuing to the holder of any Warrant exercised after that record date the shares and/or of Common Stock and other securities of Sheridan, if any, issuable upon the Exercise Price exercise of any Warrant over and above the shares of Common Stock and other securities of Sheridan, if any, issuable upon the exercise of any Warrant prior to such adjustment; provided, however, that Sheridan shall deliver to such Warrant Holder a due bill xx other appropriate instrument evidencing the holder's right to receive such additional shares or securities upon the occurrence of the event requiring such adjustment. (g) No adjustment in the number of Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (h) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment made pursuant by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of such Warrant immediately prior to this Section 11 such adjustment, and of which the denominator shall become effective be the number of Warrant Shares purchasable immediately after such adjustment. (i) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraphs (b) and (c) if Sheridan issues or distributes to each Warrant Holder the rights, options, warrants, or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Warrant Holder would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date in with respect thereto regardless of whether the case Warrants are exercisable at the time of a stock dividend the happening of such event or other distribution and shall become effective immediately after at the effective time of any record date in with respect thereto. (j) For the case purpose of a subdivisionthis Section 12.1, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders the terms "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock as if heof Sheridan at the date of this Agreement, she or it had purchased the full number (ii) any other class of stock resulting from successive changes or reclassifications of such shares as consisting solely of changes in par value, or from par value to which the Warrant remains unexercised immediately prior no par value, or from no par value to the record date for such rights offering.par value. In

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event, and event or any record date with respect thereto regardless of whether the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in Warrants are exercisable at the number time of shares and/or the Exercise Price shall be required unless happening of such adjustment would require an increase event or decrease at the time of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentrecord date with respect thereto. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and paragraph (a) shall become effective immediately after the effective date in of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them (for a subdivision, combination period expiring within 60 days after the record date mentioned below) to subscribe for or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the then current market price per share of Common Stock (as if hedetermined in accordance with paragraph (e) below), she or it had purchased the full number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares as to which of Common Stock outstanding on the Warrant remains unexercised immediately prior to the record date for of issuance of such rights offering.rights, options or warrants plus

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock (other than payments or make a distribution to holders of Common Stock as interest on preferred stock)in shares of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, and options or warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the greater of (a) the Exercise Price or (b) the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) (the "Greater Price"), then in each such case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be correspondingly adjusteddetermined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of common stock so offered would purchase at the Greater Price. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to holders of its shares of Common Stock evidences of its indebtedness or assets (including cash dividends or other cash distributions) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of distribution by the Company to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Warrant Holder, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Warrant Holder would have been entitled if such Warrant Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this subsection 12.1; provided, however, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (d) In case the Company shall sell and issue shares of Common Stock (other than pursuant to rights, options, warrants, or convertible securities initially issued before the date of this Agreement) or rights, options, warrants or convertible securities containing the right to subscribe for or purchase shares of Common Stock (excluding shares, rights, options, warrants or convertible securities issued in any of the transactions described in paragraphs (a), (b) or (c) above) at a price per share of Common Stock (determined, in the case of such rights, options, warrants, or convertible securities, by dividing (w) the total of the amount received or receivable by the Company (determined as provided below) in consideration of the sale and issuance of such rights, options, warrants or convertible securities, by (x) the total number of shares of Common Stock covered by such rights, options, warrants or convertible securities) lower than the Greater Price in effect immediately prior to such sale and issuance, then the number of Warrant Shares thereafter purchasable upon the exercise of the Warrants shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise by a fraction, of which the numerator shall be the number of shares and/or of Common Stock outstanding on the Exercise Price date of issuance of such shares, rights, options, warrants or convertible securities plus the number of additional shares of Common Stock sold or subject to issuance pursuant to such rights, options, warrants or convertible securities, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such shares, rights, options, warrants or convertible securities plus the number of shares of Common Stock which the aggregate consideration received or receivable (determined as provided below) for such sale or issuance would purchase at the Greater Price. Such adjustment shall be made successively whenever such an issuance is made. For the purposes of such adjustments, the consideration received or receivable by the Company for rights, options, warrants or convertible securities shall be deemed to be the consideration received by the Company for such rights, options, warrants or convertible securities, plus the minimum consideration or premiums stated in such rights, options, warrants or convertible securities to be paid for the shares of Common Stock covered thereby. In case the Company shall sell and issue shares of Common Stock, or rights, options, warrants or convertible securities containing the right to subscribe for or purchase shares of Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share of Common Stock" and the "consideration received or receivable by the Company" for purposes of the first sentence of this paragraph (d), the Board of Directors shall determine, in good faith, the fair value of said property. (e) For the purpose of any computation under paragraphs (b), (c) and (d) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily closing prices of the Company's Common Stock, for [the 20 consecutive trading days ending on the trading day prior to the date of such computation]. The closing price for each day shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Board of Directors of the Company shall determine the current market price, in good faith, on the basis of such quotations as it considers appropriate. Notwithstanding the foregoing, for the purpose of any calculation under paragraph (d) above with respect to any issuance of options under the Company's employee or director compensation stock option plans as in effect or as adopted by the Board of Directors of the Company on the date hereof, the term "current market price", in such instances, shall mean the fair market price on the date of the issuance of any such option determined in accordance with the Company's employee compensation stock option plans as in effect or adopted by the Board of Directors of the Company on the date hereof. (f) In any case in which this Section 12.1 shall require that any adjustment in the number of Warrant Shares be made effective as of immediately after a record date for a specified event, the Company may elect to defer until the occurrence of the event the issuing to the holder of any Warrant exercised after that record date the shares of Common Stock and other securities of the Company, if any, issuable upon the exercise of any Warrant over and above the shares of Common Stock and other securities of the Company, if any, issuable upon the exercise of any Warrant prior to such adjustment; provided, however, that the Company shall deliver to such Warrant Holder a due bill xx other appropriate instrument evidencing the holder's right to receive such additional shares or securities upon the occurrence of the event requiring such adjustment. (g) No adjustment in the number of Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (h) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of such Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately after such adjustment. (i) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraphs (b), (c) and (d) if the Company issues or distributes to each Warrant Holder the rights, options, warrants, or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Warrant Holder would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. (j) For the purpose of this Section 12.1, the terms "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (a) above, the Warrant Holders shall become effective immediately after entitled to purchase any securities of the record date in Company other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution securities so purchasable upon exercise of each Warrant and shall become effective immediately after the effective date in the case Exercise Price of a subdivision, combination or reclassification. The Holder such securities shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of Common Stock as if he, she or it had purchased the full number of shares as provisions with respect to which the Warrant remains unexercised immediately prior Shares contained in paragraphs (a) through (i), inclusive, above, and the provisions of Section 7 and Section 12.2 through 12.5, inclusive, with respect to the record date for Warrant Shares, shall apply on like terms to any such rights offeringother securities.

Mechanical Adjustments. The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price payable in connection therewith shall be subject to adjustment from time to time as follows: (a) If the Company shall at any time pay a dividend in shares of on its Common Stock (other than payments of Shares in its Common Stock as interest on preferred stock)Shares, subdivide (split) its outstanding shares of Common Stock, Shares into a larger number of shares or combine (reverse split) its outstanding shares Common Shares into a smaller number of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entityshares, the number of shares Warrant Shares issuable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants this Warrant immediately prior thereto shall be adjusted so that the Holder this Warrant shall thereafter be entitled to receive upon exercise exercisable for the number of shares Warrant Shares equal to the number of Common Stock or other securities Shares which he, she or it the Holder would have owned or would have been entitled to receive held after the happening of any of the events described above had the this Warrant been exercised in full immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 paragraph (a) shall become effective immediately after retroactively to the record date in the case of a stock dividend or other distribution and shall become effective immediately after on the effective date in the case of a subdivision, combination subdivision or reclassification. The Holder combination. (b) If the Company shall be entitled issue rights or warrants to participate in any subscription or other rights offering made to all holders of Common Stock Shares for the purpose of entitling them (for a period not exceeding forty-five (45) days from the date of issuance) to subscribe for or purchase Common Shares at a price per share (taking into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors) less than the average market price per share (determined as if heprovided below) of the Common Shares on the declaration date for such issuance, she then in each such case, the number of Warrant Shares thereafter issuable upon exercise of this Warrant after such record date shall be determined by multiplying the number of Warrant Shares issuable upon exercise of this Warrant on the date immediately preceding such declaration date by a fraction, the numerator of which shall be the sum of the number of Common Shares outstanding on such declaration date and the number of additional Common Shares so offered for subscription or it had purchased purchase in connection with such rights or warrants, and the full denominator of which shall be the sum of the number of Common Shares outstanding on such declaration date and the number of Common Shares which the aggregate offering price of the total number of shares as so offered would purchase at such average market price; provided, however, if all the Common Shares offered for subscription or purchase are not delivered upon the exercise of such rights or warrants, upon the exercise of such rights or warrants the number of Warrant Shares issuable upon exercise of this Warrant shall thereafter be readjusted to the number of Warrant Shares which would have been in effect had the Warrant remains unexercised immediately prior numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of Common Shares actually delivered upon the exercise of such rights or warrants rather than upon the number of Common Shares offered for subscription or purchase. Such adjustment shall be made whenever any such rights or warrants are issued, and shall become effective on the date of issuance retroactive to the record date for determination of shareholders entitled to receive such rights offeringor warrants.

Mechanical Adjustments. (a) If at any time prior to the full exercise of this Warrant, the Company shall (i) pay a dividend in shares of its Common Stock (other than payments of Common Stock as interest or make a distribution on preferred stock), subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any in shares or other securities of the Company, or distribute as a stock dividend to holders of Common Stock; (ii) subdivide its outstanding Common Stock any securities into a greater number of shares; or (iii) combine its outstanding Common Stock into a smaller number of shares, the Company or total number of another entityshares of Common Stock purchasable upon the exercise of this Warrant shall be adjusted so that, upon the subsequent exercise of this Warrant in full, the Warrantholder shall be entitled to receive at the same aggregate Exercise Price the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which he, she or it he would have owned or would have been entitled to receive after immediately following the happening of any of the events described above had the this Warrant been exercised in full immediately prior to the happening of such event. Any adjustment made pursuant to this Section 3.01 shall, and in the case of a stock dividend or distribution, become effective as of the record date therefor and, in the case of a subdivision or combination, shall be made effective as of the effective date thereof. Such adjustment shall be made successively whenever any event listed in this paragraph 3.01(a) shall occur. (b) In the event of any adjustment of the total number of shares of Common Stock purchasable upon the exercise of this Warrant pursuant to Section 3.01(a), the Exercise Price shall per share applicable to this Warrant should be correspondingly adjusted; provided, however, that no adjustment in adjusted to the amount resulting from dividing the number of shares and/or covered by this Warrant immediately after such adjustment into the total amount payable upon exercise of this Warrant in full immediately prior to such adjustment. (c) In case the Company shall hereafter fix a record date for making a distribution to the holders of the Common Stock of assets or evidences of its indebtedness (excluding cash dividends or distributions out of earnings and dividends or distributions referred to in paragraph (a) of this Section 3.01) or Common Stock subscription rights, options or warrants for Common Stock or Common Stock Equivalents, then in each such case, the Exercise Price in effect after such record date shall be adjusted to the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding at such time multiplied by the Current Market Price, less the fair market value (as determined by the Company's Board of Directors) of said assets or evidences of indebtedness so distributed or of such Common Stock subscription rights, option and warrants or of such Common Stock Equivalents, and the denominator of which shall be the total number of shares of Common Stock outstanding at such time multiplied by such Current Market Price. Such adjustment shall be made successively whenever the record date for such a distribution is fixed and shall become effective immediately after such record date. (d) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to paragraph (c) of this Section 3.01, the Warrant Shares shall simultaneously be adjusted by multiplying the number of Warrant Shares then issuable upon exercise of each Warrant by the Exercise Price in effect on the date thereof and dividing the product so obtained by the Exercise Price as adjusted. (e) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent five cents (1%$.05) in such number and/or price; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to All calculations under this Section 11 3.01 shall become effective immediately after be made to the record date in nearest cent or to the nearest one-hundredth of a share, as the case may be. Notwithstanding anything in this Section 3.01 to the contrary, the Exercise Price shall not be reduced to less than the then existing par value of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number a result of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offeringany adjustment made hereunder.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, of such event. (b) In case the Company shall issue rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them (for a period within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the then current market price per share of Common Stock (as defined in paragraph (d) below) the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the Exercise Price denominator shall be correspondingly adjustedthe number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively immediately after the record date of the determination of stockholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its shares of Common Stock evidences of its indebtedness or assets (excluding (x) regular periodic cash dividends pursuant to an announced policy of the Company payable out of consolidated earnings or surplus legally available for dividends and (y) dividends or distributions referred to in paragraph (a)) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant, by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholder entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of the capital stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive the stock or other securities to which such Holder would have been entitled if such Holder had exercised such warrant immediately prior thereto, all subject to further adjustment as provided in this Section 10.1; providedPROVIDED, howeverHOWEVER, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant of upon the exercise of a Warrant. (d) For the purpose of any computation under paragraphs (b) and (c) of this Section, the current market price per share of Common Stock at any date shall be average of the daily closing prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The closing price for each day shall be the last reported sales price regular way or, in case no reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the- counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Company shall determine the current market price on the basis of such quotations as it considers appropriate. (e) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless and until such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherPROVIDED, howeverHOWEVER, that any adjustments which by reason of this Section 11 paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be make to the nearest one thousandth of a share. (f) Whenever the number of shares purchasable upon the exercise of each Warrant is adjusted as provided in paragraphs (a), (b) and (c) above, the Warrant Price payable upon exercise of each Warrant and the Call Price shall be adjusted by multiplying such Warrant Price and Call Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter. (g) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraphs (b) and (c) if the Company issues or distributes to each Holder of Warrants the rights, options, warrants, or convertible or exchangeable securities, or evidence of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made for sales of Warrant Shares pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value of the Warrant Shares. (h) For the purpose of this Section 10.1, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (a) above, the Holders shall become effective immediately after entitled to purchase any shares of the record date in Company other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so purchasable upon exercise of each Warrant and shall become effective immediately after the effective date in the case Warrant Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of Common Stock as if he, she or it had purchased the full number of shares as provisions with respect to which the Warrant remains unexercised immediately prior Shares contained in paragraph (a) through (g), inclusive, above, and the provisions of Section 5 and Sections 10.02 through 10.04, inclusive, with respect to the record date for Warrant Shares, shall apply on like terms to any such rights offeringother shares.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, or such event. (b) In case the Company shall issue rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them (for a period within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share which is (c) In case the Company shall distribute to all holders of its shares of Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or surplus legally available for dividends and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant, by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (d) below) on the date of such distribution, and of which the Exercise Price denominator shall be correspondingly adjustedthe then current market price per share of Common Stock, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution. In the Company's sole discretion, in the event of a distribution by the Company to all holders of its shares of Common Stock of the capital stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this subsection 10.1; provided, however, that no adjustment in respect of dividends (d) For the purpose of any computation under paragraphs (b) and (c) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily closing prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The closing price for each day shall be the last reported sales price regular way or, in case no reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Company shall determine the current market price on the basis of such quotations as it considers appropriate. (e) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless and until such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (f) Whenever the number of shares purchasable upon the exercise of each Warrant is adjusted as provided in paragraphs (a), (b) and (c) above, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter. (g) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made pursuant under paragraphs (b) and (c) if the Company issues or distributes to this Section 11 shall become effective immediately after each Holder of Warrants the rights, options, warrants, or convertible or exchangeable securities, or evidence of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment in the case number of Warrant Shares purchasable upon the exercise of each Warrant need be made for sales of Warrant Shares pursuant to a stock dividend Company plan for reinvestment of dividends or other distribution and shall become effective immediately after the effective date interest. No adjustment need be made for a change in the case par value of a subdivisionthe Warrant Shares. (h) For the purpose of this subsection 10.1, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock as if heof the Company at the date of this Agreement, she or it had purchased the full number (ii) any other class of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offering.stock resulting from successive

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the Company exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Bank shall: (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock), Stock; (ii) subdivide (split) its outstanding shares of Common Stock, Stock into a greater number of shares; (iii) combine (reverse split) its outstanding shares of Common Stock into a smaller number of shares of Common Stock, ; or (iv) issue by reclassification of its shares of Common Stock any shares or capital reorganization other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entityBank, the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Bank which he, she or it the Holder would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this Paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no . (b) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 Paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment(s). All calculations shall be made to the nearest one hundredth (1/100) of a share. (c) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, each Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying the Warrant Price immediately prior to the adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to the adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter. An All calculations shall be made to the nearest whole xxxxx. (d) For the purpose of this Subsection 9.1, the term “shares of Common Stock” shall mean: (i) the class of stock designated as the Common Stock of the Bank at the date of this Warrant: or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 Paragraph (a) above, the Holder shall become effective immediately after entitled to purchase any shares of the record date in Bank other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so purchasable upon exercise of each Warrant and shall become effective immediately after the effective date in the case Warrant Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of Common Stock as if he, she or it had purchased the full number of shares as provisions with respect to which the Warrant remains unexercised immediately prior Shares contained in Paragraphs (a) through (c), inclusive, above, and the provisions of Sections 1 and 2 and Subsections 9.2 through 9.4, inclusive, with respect to the record date for Warrant Shares, shall apply on like terms to any such rights offeringother shares.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows:p (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto regardless of whether the Warrants are exercisable at the time of the happening of such event or at the time of any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them (for a period expiring within 60 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below), the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the Exercise Price denominator shall be correspondingly adjustedthe number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of common stock so offered would purchase at the current market price per share of Common Stock at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its shares of Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of distribution by the Company to all holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto regardless of whether the Warrants are exercisable at such time, all subject to further adjustment as provided in this subsection 8.1; provided, however, that no adjustment in respect of cash dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (d) In case the Company shall sell and issue shares of Common Stock (other than pursuant to rights, options, warrants, or convertible securities initially issued before the date of this Agreement) or rights, options, warrants or convertible securities containing the right to subscribe for or purchase shares of Common Stock (excluding shares, rights, options, warrants or convertible securities issued in any of the transactions described in paragraphs (a), (b) or (c) above) at a price per share of Common Stock (determined, in the case of such rights, options, warrants or convertible securities, by dividing (w) the total of the amount received or receivable by the Company (determined as provided below) in consideration of the sale and issuance of such rights, options, warrants or convertible securities, by (x) the total number of shares of Common Stock covered by such rights, options, warrants or convertible securities) lower than the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) in effect immediately prior to such sale and issuance, then the number of Warrant Shares thereafter purchasable upon the exercise of the Warrants shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise by a fraction, of which the numerator shall be the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if heoutstanding on the date of issuance of such shares, she rights, options, warrants or it had purchased convertible securities plus the full number of additional shares of Common Stock sold or subject to issuance pursuant to such rights, options, warrants or convertible securities, and of which the denominator shall be the number of shares as to of Common Stock outstanding on the date of issuance of such shares, rights, options, warrants or convertible securities plus the number of shares of Common Stock which the Warrant remains unexercised immediately prior to the record date aggregate consideration received or receivable (determined as provided below) for such rights offeringsale or issuance would purchase at such current market price per share. Such adjustment shall be made successively whenever such an issuance is made. For the purposes of such adjustments, the consideration received or receivable by the Company for rights, options, warrants or convertible securities shall be deemed to be the consideration received by the Company for such rights, options, warrants or convertible securities, plus the consideration or premiums stated in such rights, options, warrants or convertible securities to be paid for the shares of Common Stock covered thereby. In case the Company shall sell and issue shares of Common Stock, or rights, options, warrants or convertible securities containing the right to subscribe for or purchase shares of Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share of Common Stock" and the "consideration received or receivable by the Company" for purposes of the first sentence of this paragraph (d), the Board of Directors shall determine, in its discretion, the fair value of said property, and such determination, if made in good faith, shall be binding upon all Holders. (e) For the purpose of any computation under paragraphs (b), (c) and (d) of this Section, the current market price per share of Common Stock at any date shall be the daily closing price of the Company's Common Stock, as reported by the Nasdaq National Market. The closing price for such day shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Board of Directors of the Company shall

Mechanical Adjustments. If The number of Warrant Shares issuable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock (other than payments or make a distribution to holders of Common Stock as interest on preferred stock)in shares of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto regardless of whether the Warrants are exercisable at the time of the happening of such event or at the time of any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options, or warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for shares of Common Stock at a price per share which is lower at the record date mentioned below than the Exercise Price, then (i) the Exercise in effect immediately prior to such issuance shall immediately be reduced to the price that is equivalent to such consideration received by the Company upon such issuance and (ii) the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be increased in direct proportion to the increase in the number of shares of Common Stock 1. Such adjustment shall be made whenever such rights, options, or warrants are issued, and shall become effective immediately after the Exercise Price record date for the determination of stockholders entitled to receive such rights, options, or warrants; provided that this Section 12.1(b) shall expire and be of no force and effect on or after December 1, 2009. (c) In case the Company shall distribute to holders of its shares of Common Stock evidences of its indebtedness or assets (including cash dividends or other cash distributions) or rights, options, or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be correspondingly adjusteddetermined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of distribution by the Company to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Warrant Holder, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary, or both, as the Company shall determine, the stock or other securities to which such Warrant Holder would have been entitled if such Warrant Holder had exercised such Warrant immediately prior thereto regardless of whether the Warrants are exercisable at such time, all subject to further adjustment as provided in this subsection 12.1; provided, however, that no adjustment in the number respect of shares and/or the Exercise Price dividends or interest on such stock or other securities shall be required unless such adjustment would require an increase made during the term of a Warrant or decrease upon the exercise of at least one percent a Warrant; provided further that this Section 12.1(c) shall expire and be of no force and effect on or after December 1, 2009. (1%d) in such number and/or price; For the purpose of any computation under paragraphs (b) and provided further, however, that any adjustments which by reason (c) of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after Section, the record date in the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders current market price per share of Common Stock as if heat any date shall be the average of the daily closing prices of the Company's Common Stock, she or it had purchased for five consecutive trading days ending one trading day before the full number date of shares as to such computation. The closing price for each day shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal securities exchange on which the Warrant remains unexercised immediately prior shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Board of Directors of the Company shall determine the current market price, in good faith, on the basis of such quotations as it considers appropriate. Notwithstanding the foregoing, for the purpose of any calculation under paragraph (c) above (A) with respect to any issuance of options under the Company's employee or director compensation stock option plans as in effect or as adopted by the Board of Directors of the Company on the date hereof, the term "current market price", in such instances, shall mean the fair market price on the date of the issuance of any such option determined in accordance with the Company's employee compensation stock option plans as in effect or adopted by the Board of Directors of the Company on the date hereof; and (B) with respect to any issuances of Common Stock (or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase shares of Common Stock) in connection with bona fide corporate transactions (other than issuances in such transactions for cash or similar consideration), the term "fair market price" shall mean the fair market price per share as determined in arm's-length negotiations by the Company and such other parties (other than affiliates or subsidiaries of the Company) to such transactions as reflected in the definitive documentation with respect thereto, unless such determination is not reasonably related to the record closing market price on the date for of such rights offeringdetermination.

Mechanical Adjustments. If the Company shall pay a dividend in shares of its Common Stock (other than payments The number of Common Stock Shares purchasable upon the exercise of each Warrant (such Shares being referred to herein as interest on preferred stock), subdivide (splitthe "WARRANT SHARES") its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which he, she or it would have owned or would have been entitled to receive after the happening of any of the events described above had the Warrant been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; providedsubject to adjustment if any of the events listed in paragraphs (a) -- (c) below occur prior to the exercise of each Warrant as follows: (a) In case the Company shall (i) pay a dividend or make a distribution in Common Shares, however(ii) subdivide or reclassify its outstanding Common Shares into a greater number of shares, that no adjustment in (iii) combine or reclassify its outstanding Common Shares into a smaller number of shares, the number of shares and/or Warrant Shares purchasable upon the Exercise Price exercise of each Warrant immediately prior thereto shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided furtheradjusted, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution clause (i) and shall become effective immediately after the effective date in the case of clause (ii) or (iii), so that the number of Warrant Shares purchasable upon exercise of each Warrant shall be equal to the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such effectiveness by a subdivisionfraction, combination the numerator of which shall be the number of Common Shares outstanding immediately following such effectiveness and the denominator of which shall be the number of Common Shares outstanding immediately prior thereto. If the Company declares a dividend in money and at substantially the same time offers its Common Shares holders a right to purchase new Common Shares from the proceeds of such dividend, for an amount substantially equal to such dividend, all Common Shares so issued shall for purposes hereof be deemed issued as a share dividend. (b) In case the Company shall distribute to all holders of its Common Shares, (i) securities of the Company other than Common Shares, (ii) evidences of the Company's indebtedness, or reclassification. The (iii) rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares (each of clauses (i) -- (iii) the "DISTRIBUTABLE AMOUNT"), then in each case, upon the exercise of each Warrant, the Warrant Holder shall be entitled to participate receive, in any subscription or other rights offering made addition to holders of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised Shares purchased upon exercise of the Warrant, the Distributable Amount that would have been issued by the Company in respect of such Warrant Shares had the Warrant been exercised as of the date of such distribution. Such adjustment shall be made whenever any such distribution is made, and shall become effective immediately prior to after the record date for the determination of Stockholders entitled to receive such rights offeringdistribution. (c) In the event that the provisions of this Article III fail as a result of an unintentional oversight to provide expressly for the adjustment of the Exercise Price or the number of Warrant Shares purchasable upon exercise of each Warrant under circumstances that, based upon the purposes and intentions expressed herein, would otherwise have been addressed, the Board of Directors of the Company shall, in good faith, cause an equitable adjustment to be made to the Exercise Price or the number of Warrant Shares purchasable upon exercise of each Warrant to correct such an oversight.

Mechanical Adjustments. If From and after the issuance of the Warrants, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant each Warrant immediately prior to the Warrants immediately prior thereto record date of such dividend or the effective date of such subdivision, combination or reclassification shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it such Holder would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options or warrants generally to holders of its outstanding shares of Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the then current Market Price per share of Common Stock (as determined in accordance with paragraph (e) below), then in each such case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the Exercise Price denominator shall be correspondingly adjustedthe number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then current Market Price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute generally to holders of its outstanding shares of Common Stock evidences of its indebtedness or assets (including cash dividends or other cash distributions) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current Market Price per share of Common Stock (as determined in accordance with paragraph (e) below) on the date of such distribution, and of which the denominator shall be the then current Market Price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of a distribution by the Company generally to holders of its outstanding shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the number of shares of stock of a subsidiary or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this subsection 11.1; provided, however, that no adjustment in respect of dividends or interest on such stock of a subsidiary or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (d) In case the Company shall sell and issue shares of Common Stock (other than pursuant to rights, options, warrants, or convertible or exchangeable securities (collectively, "Rights") initially issued before the initial issuance of Warrants under this Warrant Agreement or pursuant to any Rights if no adjustment was required in connection with the issuance of such Right or any adjustment required in connection with the issuance of such Right has been previously made) or Rights containing the right to subscribe for or purchase shares of Common Stock (excluding (i) shares and Rights issued in any of the transactions described in paragraphs (a), (b) or (c) above), (ii) any shares or Rights, if on the date the same were issued, the purchase, exercise, conversion or exchange price per share of Common Stock with respect thereto was at least equal to the Market Price per share of Common Stock on such date, (iii) any shares or Rights (with respect to not more than an aggregate of 10% of the outstanding shares of Common Stock) issued to employees of the Company or any of its subsidiaries and (iv) any shares or Rights issued as consideration when any corporation or business is acquired, merged into or becomes part of the Company or any subsidiary of the Company in an arm's-length transaction between the Company and a person or entity other than an affiliate of the Company) at a price per share of Common Stock (determined, in the case of such Rights by dividing (w) the total of the amount received or receivable by the Company (determined as provided below) in consideration of the sale and issuance of such Rights by (x) the total number of shares of Common Stock covered by such Rights) lower than the Market Price per share of Common Stock in effect immediately prior to such sale and issuance, then the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of such Warrant by a fraction, of which the numerator shall be the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if he, she outstanding immediately prior to such sale or it had purchased issuance plus the full number of additional shares of Common Stock sold or subject to issuance pursuant to such Rights and of which the denominator shall be the number of shares as to which the Warrant remains unexercised of Common Stock outstanding immediately prior to such sale or issuance of such shares or Rights plus the record date number of shares of Common Stock which the aggregate consideration received or receivable (determined as provided below) for such rights offeringsale or issuance would purchase at the Market Price per share of Common Stock. Such adjustment shall be made successively whenever such an issuance is made. For the purposes of such adjustments, the consideration received or receivable by the Company for Rights shall be deemed to be the consideration received by the Company for such Rights, plus the consideration or premiums stated in such Rights to be paid for the shares of Common Stock covered thereby. In case the Company shall sell and issue shares of Common Stock or Rights containing the right to subscribe for or purchase shares of Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share of Common Stock" and the "consideration received or receivable by the Company" for purposes of the first sentence of this paragraph (d), the Board of Directors shall determine, in its discretion, the fair value of said property, and such determination, if made in good faith, shall be binding upon all Holders.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock (other than payments or make a distribution to holders of Common Stock as interest on preferred stock)in shares of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto regardless of whether the Warrants are exercisable at the time of the happening of such event or at the time of any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options, or Warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the Exercise Price, then (i) the Exercise in effect immediately prior to such issuance shall immediately be reduced to the price that is equivalent to such consideration received by the Company upon such issuance and (ii) the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be increased in direct proportion to the increase in the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance; provided that if such shares of Common Stock, options or other convertible securities (other than Excluded Stock (as defined in the Note Purchase Agreement)) are issued for consideration per share less than the Exercise Price at the date of such issue or sale, the number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant shall be correspondingly adjustedincreased to the greater of (i) that number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant multiplied by a fraction, the numerator of which is the Exercise Price and the denominator of which is such consideration per share, and (ii) the number of shares of Common Stock otherwise calculated under this Section 12.1. Such adjustment shall be made whenever such rights, options, or Warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options, or Warrants; provided that this Section 12. 1 (b) shall expire and be of no force and effect on or after April 1, 1998. (c) In case the Company shall distribute to holders of its shares of Common Stock evidences of its indebtedness or assets (including cash dividends or other cash distributions) or rights, options, or Warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, or Warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of distribution by the Company to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Warrant Holder, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary, or both, as the Company shall determine, the stock or other securities to which such Warrant Holder would have been entitled if such Warrant Holder had exercised such Warrant immediately prior thereto regardless of whether the Warrants are exercisable at such time, all subject to further adjustment as provided in this subsection 12.1; provided, however, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant; provided further that this Section 12.1 (c) shall expire and be of no force and effect on or after April 1, 1998. (d) In case the Company shall sell and issue shares of Common Stock (other than pursuant to rights, options, warrants, or convertible securities initially issued before the date of this Agreement) or rights, options, Warrants, or convertible securities containing the right to subscribe for or purchase shares of Common Stock (excluding shares, rights, options, Warrants, or convertible securities issued in any of the transactions described in paragraphs (a), (b) or (c) above) at a price per share of Common Stock (determined, in the case of such rights, options, warrants or convertible securities, by dividing (w) the total of the amount received or receivable by the Company (determined as provided below) in consideration of the sale and issuance of such rights, options, Warrants, or convertible securities, by (x) the total number of shares of Common Stock covered by such rights, options, Warrants, or convertible securities) lower than the Exercise Price in effect immediately prior to such sale and issuance, then (i) the Exercise in effect immediately prior to such issuance shall immediately be reduced to the price that is equivalent to such consideration received by the Company upon such issuance and (ii) le number of Warrant Shares thereafter purchasable upon the exercise of the Warrants shall be increased in direct proportion to the increase in the number of shares and/or of Common Stock outstanding on a fully diluted basis immediately prior to such issuance; provided that if such shares of Common Stock, options or other convertible securities (other than Excluded Stock) are issued for consideration per share less than the Exercise Price at the date of such issue or sale, the number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required have been entitled to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made purchase pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder Warrant shall be entitled increased to participate in any subscription or other rights offering made to holders the greater of (i) that number of shares of Common Stock as if hethat immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant multiplied by a fraction, she or it had purchased the full numerator of which is the Exercise Price and the denominator of which is such consideration per share, and (ii) the number of shares of Common Stock otherwise calculated under this Section 12.1. Such adjustment shall be made successively whenever such as issuance is made; provided that this Section 12.1 (d) shall expire and be of no force and effect on or after April 1, 1998. For the purposes of such adjustments, the consideration received or receivable by the Company for rights, options, Warrants, or convertible securities shall be deemed to be the consideration received by the Company for such rights, options, warrants, or convertible securities, plus the consideration or premiums stated in such rights, options, warrants, or convertible securities to be paid for the shares of Common Stock covered thereby. In case the Company shall sell and issue shares of Common Stock, or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase shares of Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share of Common Stock" and the "consideration received or receivable by the Company" for purposes of the first sentence of this paragraph (d), the Board of Directors shall determine, in its discretion, the fair value of said property. (e) For the purpose of any computation under paragraphs (b), (c), and (d) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily closing prices of the Companies Common Stock, for five consecutive trading days ending one trading day before the date of such computation. The closing price for each day shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the Warrant remains unexercised immediately prior shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Board of Directors of the Company shall determine the current market price, in good faith, on the basis of such quotations as it considers appropriate. Notwithstanding the foregoing, for the purpose of any calculation under paragraph (d) above (A) with respect to any issuance of options under the Company's employee or director compensation stock option plans as in effect or as adopted by the Board of Directors of the Company on the date hereof the term "current market price", in such instances, shall mean the fair market price on the date of the issuance of any such option determined in accordance with the Company's employee compensation stock option plans as in effect or adopted by the Board of Directors of the Company on the date hereof; and (B) with respect to any issuances of Common Stock (or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase shares of Common Stock) in connection with bona fide corporate transactions (other than issuances in such transactions for cash or similar consideration), the term "fair market price" shall mean the fair market price per share as determined in arm's-length negotiations by the Company and such other parties (other than affiliates or subsidiaries of the Company) to such transactions as reflected in the definitive documentation with respect thereto, unless such determination is not reasonably related to the record closing market price on the date for of such rights offeringdetermination.

Mechanical Adjustments. (a) If at any time after the Issue Date and prior to the exercise of this Warrant in full, the Company shall pay shall, without receipt of consideration (i) declare a dividend or make a distribution on the Common Stock payable in shares of its capital stock (whether shares of Common Stock or of capital stock of any other class); (ii) subdivide, reclassify or recapitalize outstanding Common Stock into a greater number of shares; (iii) combine, reclassify or recapitalize its outstanding Common Stock into a smaller number of shares; or (iv) issue any shares of its capital stock by reclassification of its Common Stock (other than payments including any such reclassification in connection with a consolidation or a merger in which the Company is the continuing corporation), the Company shall make appropriate and proportionate adjustments to the Exercise Price and/or number of Common Stock as interest on preferred stock), subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities Warrant Shares in effect at the time of the Companyrecord date of such dividend, distribution, subdivision, combination, reclassification or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted recapitalization so that the Holder Warrantholder shall be entitled to receive upon exercise the aggregate number and kind of shares of Common Stock or other securities which hewhich, she or it if this Warrant had been exercised in full with respect to all Warrant Shares then remaining subject to this Warrant immediately prior to such event, he would have owned or would have upon such exercise and been entitled to receive after the happening of any of the events described above had the Warrant been exercised immediately prior to the happening by virtue of such eventdividend, and the Exercise Price distribution, subdivision, combination, reclassification or recapitalization. Any adjustment required by this SECTION 3.01(a) shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective successively immediately after the record date date, in the case of a stock dividend or other distribution and shall become effective immediately after distribution, or the effective date date, in the case of a subdivision, combination combination, reclassification or reclassification. The Holder recapitalization to allow the purchase of such aggregate number and kind of shares. (b) In the event that at any time, as a result of any adjustment made pursuant to SECTION 3.01(a), the Warrantholder thereafter shall become entitled to receive any securities other than or in addition to Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of the provisions with respect to the Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offeringcontained in SECTION 3.01(a).

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock Stock, (other than payments of Common Stock as interest on preferred stock), ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Warrant such Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall distribute to all holders of its shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distribution referred to in paragraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the date of such distribution, and the Exercise Price denominator of which shall be correspondingly adjustedthe then current market price per share of Common Stock, less the then fair value (as reasonably determined by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 11.1; provided, -------- however, that no adjustment in respect of dividends or interest on such stock or ------- other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (c) For the purpose of any computation under paragraph (b) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily Closing Prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The selling price for each day (the "Closing Price") shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the counter market as reported by the Nasdaq National Market System or Nasdaq SmallCap System or if not approved for quotation on the Nasdaq National Market System or Nasdaq SmallCap System, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose. (d) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by -------- ------- reason of this Section 11 paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (e) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. (f) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraph (b) if the Company issues or distributes to each Holder of Warrants the rights, options, warrants or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment need be made for a change in the par value of the Warrant Shares. (g) In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Section 11 11, and the other provisions of this Agreement, with respect to the Warrant and Warrant Shares, shall become effective immediately after apply as nearly equivalent as practicable on like terms to such other securities. (h) Upon the record date in expiration of any rights, options, warrants or conversion or exchange privileges for which an adjustment was made hereunder, if any thereof shall not have been exercised, the case Warrant Price and the number of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) as if he(i) the only shares of Common Stock so issued were the shares of Common Stock, she if any, actually issued or it had purchased sold upon the full exercise of such rights, options, warrants or conversion or exchange rights and (ii) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, however, that no such readjustment shall -------- ------- have the effect of increasing the Warrant Price or decreasing the number of shares as to which of Common Stock purchasable upon the exercise of each Warrant remains unexercised immediately prior by an amount in excess of the amount of the adjustment initially made in respect to the record date for issuance, sale or grant of such rights offeringrights, options, warrants or conversion or exchange rights.

Mechanical Adjustments. If The Warrant Price and the number and kind of Warrant Shares purchasable upon exercise of a Warrant will be subject to adjustment as follows: (a) Subject to Section 4.1(f), if the Company shall pay (i) pays a dividend in or otherwise distributes to holders of its Common Stock, as such, shares of its capital stock (whether Common Stock (or capital stock of any other than payments of Common Stock as interest on preferred stockclass), subdivide (splitii) subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, combine (reverse splitiii) combines its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as into a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the smaller number of shares of Common Stock, or (iv) issues any shares of its capital stock in a reclassification of its outstanding shares of Common Stock (including any such reclassification in connection with a consolidation, merger, or other securities business combination transaction in which the Holder hereof Company is entitled to purchase pursuant to the Warrants continuing or surviving corporation), then the number and kind of Warrant Shares purchasable upon exercise of each Warrant immediately prior thereto shall will be adjusted so that the Holder shall of each Warrant will be entitled to receive upon exercise the number and kind of shares of Common Stock Warrant Shares or other securities which he, she or of the Company that it would have owned or it would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such eventrecord date, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number case of shares and/or a dividend or distribution, or the Exercise Price shall be required unless such adjustment would require an increase effective date, in the case of a subdivision, combination, or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentreclassification. An adjustment made pursuant to this Section 11 shall paragraph (a) will become effective immediately after the record date in the case of a stock dividend or other distribution and shall will become effective immediately after the effective date in the case of a subdivision, combination combination, or reclassification. The Holder shall be entitled . (b) Subject to participate in any subscription or other rights offering made Section 4.1(f), if the Company distributes to holders of its Common Stock, as such, (i) evidences of indebtedness or assets (excluding cash dividends or cash distributions payable out of consolidated retained earnings) of the Company or any corporation or other legal entity a majority of the voting equity securities or equity interests of which are owned, directly or indirectly, by the Company (a "Subsidiary"), (ii) shares of capital stock of any Subsidiary, (iii) securities convertible or exchangeable for capital stock of the Company (including Common Stock as if heor capital stock of any other class) or any Subsidiary, she or it had purchased (iv) any rights, options, or warrants (other than the full Warrants) to purchase any of the foregoing (excluding those described in Section 4.1(c)), then, the number of shares as Warrant Shares thereafter purchasable upon exercise of each Warrant will be adjusted to which the number that results from multiplying the number of Warrant remains unexercised Shares purchasable upon the exercise of each Warrant immediately prior to such distribution by a fraction, the numerator of which will be the then Current Market Price per share (as defined in Section 4.1(e)) of Common Stock on the date of such distribution, and the denominator of which will be the then Current Market Price per share of Common Stock less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination will be conclusive if based on the financial advice of a reputable investment banking firm) of the portion of the evidences of indebtedness, assets, securities, or rights, options, or warrants so distributed applicable to one share of Common Stock. Such adjustment will be made whenever any such distribution is made, and will become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. Except as provided in Section 4.1(i), no further adjustments of the number of Warrant Shares will be made upon the actual issue of shares of Common Stock upon conversion or exchange of such securities convertible or exchangeable for shares of Common Stock or upon exercise of such rights, warrants, or options for shares of Common Stock. (c) Subject to Section 4.1(f), if the Company issues rights, options, or warrants to holders of the outstanding shares of Common Stock, as such, entitling the holders of such rights, options, or warrants (for a period expiring within 60 calendar days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share that is lower on the record date mentioned below than the Current Market Price per share of Common Stock on such date, then the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant will be adjusted to the number that results from multiplying the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to such date by a fraction (not to be less than one), the numerator of which will be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, or warrants plus the number of additional shares of Common Stock offered thereby for subscription or purchase and the denominator of which will be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share of Common Stock on such record date. Such adjustment will be made whenever such rights, options, or warrants are issued, and will become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options, or warrants. In case such subscription or purchase price may be paid in a consideration part or all of which is in a form other than cash, the fair value of such consideration will be as determined by the Board of Directors of the Company, whose determination will be conclusive if based on the financial advice of a reputable investment banking firm. Except as provided in Section 4.1(i), no further adjustments of the number of Warrant Shares will be made upon the actual issue of such Common Stock upon exercise of such rights, options, or warrants. (d) Subject to Section 4.1(f), if the Company issues shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock (excluding (i) shares of Common Stock or convertible or exchangeable securities issued in any of the transactions described in paragraphs (a), (b), or (c) of this Section 4.1 and (ii) Warrant Shares issued upon exercise of the Warrants) for a price per share of Common Stock in the case of an issuance of shares of Common Stock, or for a price per share of Common Stock initially deliverable upon conversion or exchange of such securities, that is less than the Current Market Price per share of Common Stock on the date the Company fixed the offering, conversion, or exchange price of such additional shares of Common Stock, then the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant will be adjusted to the number that results from multiplying the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to such date by a fraction (not to be less than one), the numerator of which will be the number of shares of Common Stock outstanding on such date plus the number of additional shares of Common Stock so issued or issuable upon such conversion or exchange, and the denominator of which will be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock which the aggregate offering price received or receivable by the Company for such additional shares of Common Stock would purchase at the Current Market Price per share of Common Stock on such date. Such adjustment will be made whenever such shares of Common Stock or convertible securities are issued, and will become effective immediately after the effective date of such event. In case such purchase, conversion, or exchange price may be paid in a consideration part or all of which is in a form other than cash, the fair value of such consideration will be as determined by the Board of Directors of the Company, whose determination will be conclusive if based on the financial advice of a reputable investment banking firm. Except as provided in 4.1(i), no further adjustment will be made upon the actual issue of shares of Common Stock upon conversion or exchange of such securities convertible into or exchangeable for shares of Common Stock. (e) For purposes of this Agreement, the "Current Market Price" per share of Common Stock on any date will be the average of the daily closing prices for 20 consecutive Trading Days commencing 30 Trading Days before the date of such computation. The closing price for each day (the "Closing Price") will be the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not so listed or admitted to trading, the average of the closing bid and asked prices of the shares of Common Stock in the over-the-counter market as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or any comparable system. In the absence of one or more such quotations, the Board of Directors of the Company will determine the Current Market Price in good faith on the basis of such quotations as it considers appropriate. (f) No adjustment in the number of Warrant Shares purchasable upon the exercise of a Warrant will be required unless such adjustment would require an increase or decrease in the number of Warrant Shares purchasable upon the hypothetical exercise of a Warrant of at least 1%; PROVIDED, HOWEVER, that any adjustments which by reason of this paragraph (f) are not required to be made currently will be carried forward and taken into account in any subsequent adjustment. All calculations with respect to the number of Warrant Shares will be made to the nearest one-thousandth of a share and all calculations with respect to the Warrant Price will be to the nearest whole cent. No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant will be made under Section 4.1(b)-(d) if the Company issues or distributes to each Holder of Warrants the shares, rights, options, warrants, convertible or exchangeable securities, evidences of indebtedness, assets, or other securities referred to in those paragraphs that each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event on the record date with respect thereto. No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant will be made on account of: (1) any issuance of shares of Common Stock, or of options, rights, or warrants to purchase, or securities exchangeable for or convertible into, shares of Common Stock, pursuant to the Plan, (2) any issuance of shares of Common Stock upon the conversion of the Convertible Notes, (3) any issuance of shares of Common Stock, or of options, rights, or warrants to purchase, or securities exchangeable for or convertible into, shares of Common Stock, in accordance with the Equity Plan or any other plan adopted by the Directors of the Company for the benefit of the employees or Directors of the Company or any of its Subsidiaries, (4) any issuance of shares of Common Stock in connection with a Company-sponsored plan for reinvestment of dividends or interest, (5) any issuance of share purchase rights pursuant to the New Federated Share Purchase Rights Agreement, as from time to time amended, or any similar successor plan, or (6) any issuance of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock pursuant to an underwritten public offering for a price per share of Common Stock in the case of an issuance of shares of Common Stock, or for a price per share of Common Stock initially deliverable upon conversion or exchange of such securities, that is equal to or greater than 95% of the Closing Price per share of Common Stock on the date the Company fixed the offering, conversion, or exchange price of such additional shares of Common Stock. No adjustment in the number of Warrant Shares will be made for a change in the par value of the shares of Common Stock. (g) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted as herein provided, the Warrant Price payable upon exercise of each Warrant will be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which will be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which will be the number of Warrant Shares purchasable immediately thereafter. (h) For the purpose of this Section 4, the term "Common Stock" means (i) the class of shares designated as the Common Stock of the Company as of the date of this Agreement, (ii) all shares of any class or classes (however designated) of the Company, now or hereafter authorized, the holders of which have the right, without limitation as to amount, either to all or to a part of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference, and the holders of which are ordinarily entitled to vote generally in the election of directors of the Company, or (iii) any other class of shares resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to Section 4.1(a), the Holders of Warrants become entitled to purchase any securities of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price for such shares will be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Section 4.1, and the provisions of Sections 4.2 and 4.3, with respect to the Warrant Shares.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the Company exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Bank shall: (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock), Stock; (ii) subdivide (split) its outstanding shares of Common Stock, Stock into a greater number of shares; (iii) combine (reverse split) its outstanding shares of Common Stock into a smaller number of shares of Common Stock, ; or (iv) issue by reclassification of its shares of Common Stock any shares or capital reorganization other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entityBank, the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Bank which he, she or it the Holder would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this Paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no . (b) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 Paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment(s). All calculations shall be made to the nearest one hundredth (1/100) of a share. (c) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, each Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying the Warrant Price immediately prior to the adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to the adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter. An All calculations shall be made to the nearest whole xxxxx. (d) For the purpose of this Subsection 9.1, the term "shares of Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Bank at the date of this Warrant; or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 Paragraph (a) above, the Holder shall become effective immediately after entitled to purchase any shares of the record date in Bank other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so purchasable upon exercise of each Warrant and shall become effective immediately after the effective date in the case Warrant Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of Common Stock as if he, she or it had purchased the full number of shares as provisions with respect to which the Warrant remains unexercised immediately prior Shares contained in Paragraphs (a) through (c), inclusive, above, and the provisions of Sections 1 and 2 and Subsections 9.2 through 9.4, inclusive, with respect to the record date for Warrant Shares, shall apply on like terms to any such rights offeringother shares.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend or make a distribution in shares of its Common Stock Stock, (other than payments of Common Stock as interest on preferred stock), ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Warrant such Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. (i) In case the Company shall distribute to all holders of its shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above or in subparagraph (ii) below) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the date of such distribution, and the Exercise Price denominator of which shall be correspondingly adjustedthe then current market price per share of Common Stock, less the then fair value (as reasonably determined by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. (ii) In the event of a distribution by the Company to all holders of its shares of Common Stock shares of capital stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 11.1; provided, however, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (c) For the purpose of any computation under paragraph (b) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily Closing Prices (as hereinafter defined) for 20 consecutive trading days commencing 30 trading days before the date of such computation. The "Closing Price" for each day shall be the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the counter market as reported by the Nasdaq National Market System or Nasdaq SmallCap System or if not approved for quotation on the Nasdaq National Market System or Nasdaq SmallCap System, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose, or if no prices are furnished, the fair market value of a share of Common Stock as determined by the Board of Directors of the Company. (d) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. (e) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraph (b) if the Company issues or distributes to each Holder of Warrants the rights, options, warrants or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment need be made for a change in the par value of the Warrant Shares. (f) In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Section 11, and the other provisions of this Agreement, with respect to the Warrant and Warrant Shares, shall apply as nearly equivalent as practicable on like terms to such other securities. (g) Upon the expiration of any rights, options, warrants or convertible or exchangeable securities for which an adjustment was made hereunder, if any thereof shall not have been exercised, the Warrant Price and the number of shares and/or of Common Stock purchasable upon the Exercise Price exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be required unless such as it would have been had it been originally adjusted (or had the original adjustment would require an increase not been required, as the case may be) as if (i) the only rights, options, warrants or decrease convertible or exchangeable securities so issued were the rights, options, warrants or convertible or exchangeable securities, if any, actually exercised, converted or exchanged and (ii) such rights, options, warrants or convertible or exchangeable securities, if any, were exercised, converted or exchanged for the consideration actually received by the Company upon such exercise, conversion or exchange plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of at least one percent (1%) in all such number and/or pricerights, options, warrants or convertible or exchangeable securities whether or not exercised, converted or exchanged; and provided furtherprovided, however, that any adjustments which by reason no such readjustment shall have the effect of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after increasing the record date in Warrant Price or decreasing the case number of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders shares of Common Stock as if he, she or it had purchased purchasable upon the full number exercise of shares as to which each Warrant by an amount in excess of the Warrant remains unexercised immediately prior amount of the adjustment initially made in respect to the record date for issuance, sale or grant of such rights offeringrights, options, warrants or convertible or exchangeable securities.

Mechanical Adjustments. If The number of Warrant Shares issuable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock (other than payments or make a distribution to holders of Common Stock as interest on preferred stock)in shares of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto regardless of whether the Warrants are exercisable at the time of the happening of such event or at the time of any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options, or warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for shares of Common Stock at a price per share which is lower at the record date mentioned below than the Exercise Price, then (i) the Exercise in effect immediately prior to such issuance shall immediately be reduced to the price that is equivalent to such consideration received by the Company upon such issuance and (ii) the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be increased in direct proportion to the increase in the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance; provided that if such shares of Common Stock, options or other convertible securities are issued for consideration per share less than the Exercise Price at the date of such issue or sale, the number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant shall be correspondingly adjustedincreased to the greater of (i) that number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant multiplied by a fraction, the numerator of which is the Exercise Price and the denominator of which is such consideration per share, and (ii) the number of shares of Common Stock otherwise calculated under this Section 12. 1. Such adjustment shall be made whenever such rights, options, or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options, or warrants; provided that this Section 12.1(b) shall expire and be of no force and effect on or after December 20, 1998. (c) In case the Company shall distribute to holders of its shares of Common Stock evidences of its indebtedness or assets (including cash dividends or other cash distributions) or rights, options, or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of distribution by the Company to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Warrant Holder, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary, or both, as the Company shall determine, the stock or other securities to which such Warrant Holder would have been entitled if such Warrant Holder had exercised such Warrant immediately prior thereto regardless of whether the Warrants are exercisable at such time, all subject to further adjustment as provided in this subsection 12.1; provided, however, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant; provided further that this Section 12.1(c) shall expire and be of no force and effect on or after December 20, 1998. (d) In case the Company shall sell and issue shares of Common Stock (other than pursuant to rights, options, warrants, or convertible securities initially issued before the date of this Agreement) or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase shares of Common Stock (excluding shares, rights, options, warrants, or convertible securities issued in any of the transactions described in paragraphs (a), (b) or (c) above) at a price per share of Common Stock (determined, in the case of such rights, options, warrants or convertible securities, by dividing (w) the total of the amount received or receivable by the Company (determined as provided below) in consideration of the sale and issuance of such rights, options, warrants, or convertible securities, by (x) the total number of shares of Common Stock covered by such rights, options, warrants, or convertible securities) lower than the Exercise Price in effect immediately prior to such sale and issuance, then (i) the Exercise in effect immediately prior to such issuance shall immediately be reduced to the price that is equivalent to such consideration received by the Company upon such issuance and (ii) the number of Warrant Shares thereafter purchasable upon the exercise of the Warrants shall be increased in direct proportion to the increase in the number of shares and/or of Common Stock outstanding on a fully diluted basis immediately prior to such issuance; provided that if such shares of Common Stock, options or other convertible securities (other than Excluded Stock) are issued for consideration per share less than the Exercise Price at the date of such issue or sale, the number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required have been entitled to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made purchase pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder Warrant shall be entitled increased to participate in any subscription or other rights offering made to holders the greater of (i) that number of shares of Common Stock as if hethat immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant multiplied by a fraction, she or it had purchased the full numerator of which is the Exercise Price and the denominator of which is such consideration per share, and (ii) the number of shares as of Common Stock otherwise calculated under this Section 12.1. Such adjustment shall be made successively whenever such an issuance is made; provided that this Section 12.1(d) shall expire and be of no force and effect on or after December 20, 1998. For the purposes of such adjustments, the consideration received or receivable by the Company for rights, options, warrants, or convertible securities shall be deemed to be the consideration received by the Company for such rights, options, warrants, or convertible securities, plus the consideration or premiums stated in such rights, options, warrants, or convertible securities to be paid for the shares of Common Stock covered thereby. In case the Company shall sell and issue shares of Common Stock, or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase shares of Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share of Common Stock" and the "consideration received or receivable by the Company" for purposes of the first sentence of this paragraph (d), the Board of Directors shall determine, in its discretion, the fair value of said property. (e) For the purpose of any computation under paragraphs (b), (c), and (d) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily closing prices of the Company's Common Stock, for five consecutive trading days ending one trading day before the date of such computation. The closing price for each day shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the Warrant remains unexercised immediately prior shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Board of Directors of the Company shall determine the current market price, in good faith, on the basis of such quotations as it considers appropriate. Notwithstanding the foregoing, for the purpose of any calculation under paragraph (d) above (A) with respect to any issuance of options under the Company's employee or director compensation stock option plans as in effect or as adopted by the Board of Directors of the Company on the date hereof, the term "current market price", in such instances, shall mean the fair market price on the date of the issuance of any such option determined in accordance with the Company's employee compensation stock option plans as in effect or adopted by the Board of Directors of the Company on the date hereof; and (B) with respect to any issuances of Common Stock (or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase shares of Common Stock) in connection with bona fide corporate transactions (other than issuances in such transactions for cash or similar consideration), the term "fair market price" shall mean the fair market price per share as determined in arm's-length negotiations by the Company and such other parties (other than affiliates or subsidiaries of the Company) to such transactions as reflected in the definitive documentation with respect thereto, unless such determination is not reasonably related to the record closing market price on the date for of such rights offeringdetermination.

Mechanical Adjustments. If the Company shall pay a dividend in shares of its Common Stock (other than payments The number of Common Stock Shares purchasable upon the exercise of each Warrant (such Shares being referred to herein as interest on preferred stock), subdivide (splitthe "WARRANT SHARES") its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which he, she or it would have owned or would have been entitled to receive after the happening of any of the events described above had the Warrant been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; providedsubject to adjustment if any of the events listed in paragraphs (a)-(c) below occur prior to the exercise of each Warrant as follows: (a) In case the Company shall (i) pay a dividend or make a distribution in Common Shares, however(ii) subdivide or reclassify its outstanding Common Shares into a greater number of shares, that no adjustment in (iii) combine or reclassify its outstanding Common Shares into a smaller number of shares, the number of shares and/or Warrant Shares purchasable upon the Exercise Price exercise of each Warrant immediately prior thereto shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided furtheradjusted, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution clause (i) and shall become effective immediately after the effective date in the case of clauses (ii) or (iii), so that the number of Warrant Shares purchasable upon exercise of each Warrant shall be equal to the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such effectiveness by a subdivisionfraction, combination the numerator of which shall be the number of Common Shares outstanding immediately following such effectiveness and the denominator of which shall be the number of Common Shares outstanding immediately prior thereto. If the Company declares a dividend in money and at substantially the same time offers its Common Shares holders a right to purchase new Common Shares from the proceeds of such dividend, for an amount substantially equal to such dividend, all Common Shares so issued shall for purposes hereof be deemed issued as a share dividend. (b) In case the Company shall distribute to all holders of its Common Shares, (i) securities of the Company other than Common Shares, (ii) evidences of the Company's indebtedness, or reclassification. The (iii) rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares (each of clauses (i) - (iii) the "DISTRIBUTABLE AMOUNT"), then in each case, upon the exercise of each Warrant, the Warrant Holder shall be entitled to participate receive, in any subscription or other rights offering made addition to holders of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised Shares purchased upon exercise of the Warrant, the Distributable Amount that would have been issued by the Company in respect of such Warrant Shares had the Warrant been exercised as of the date of such distribution. Such adjustment shall be made whenever any such distribution is made, and shall become effective immediately prior to after the record date for the determination of Stockholders entitled to receive such rights offeringdistribution. (c) In the event that the provisions of this Article III fail as a result of an unintentional oversight to provide expressly for the adjustment of the Exercise Price or the number of Warrant Shares purchasable upon exercise of each Warrant under circumstances that, based upon the purposes and intentions expressed herein, would otherwise have been addressed, the Board of Directors of the Company shall, in good faith, cause an equitable adjustment to be made to the Exercise Price or the number of Warrant Shares purchasable upon exercise of each Warrant to correct such an oversight.

Mechanical Adjustments. The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows. (a) If the Company shall pay (i) issue a dividend in in, or make a distribution of, shares of its Common Stock (other than payments of Common Stock as interest on preferred stock)to holders of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stockstock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a small number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities which he, she or it of the Company that he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) For purposes of any computation under Section 12 and paragraph (e) of this Section, the current or closing market price per share of Common Stock at any date shall be the average of the daily closing prices for 15 consecutive trading days commencing 20 trading days before the date of such computation. The closing price for each day shall be the daily closing prices of the Common Stock as reported on the composite transactions tape for the principal exchanges on which the Common Stock is listed or admitted to trading (the "Composite Tape"). The closing price for each day shall be the last sale price regular way or, in case no such sale takes place on such day, the average of the closing bid and asked prices regular way, in either case as reported on the Composite Tape, or, if the Common Stock is not reported on the Composite Tape, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any national securities exchange, the average of the highest reported bid and lowest reported asked prices on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or a similar service if NASDAQ is no longer reporting such information. Although the Common Stock is not currently listed on any exchange and is not quoted on NASDAQ, the foregoing provisions will be applicable if the Common Stock is subsequently so listed or quoted. If on any date at which determination of the current market price per share of Common Stock is required the Common Stock is not guoted by any such service, the current or closing market price per share of the Common Stock on such date shall be determined by the Board of Directors of the Company on the basis of such quotations or other information as it in good faith considers appropriate or such other relevant evidence as may be appropriate under the circumstances, and the Exercise Price such determination, if made in good faith, shall be correspondingly adjusted; provided, however, that no binding upon all Holders. (c) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which that by reason of this Section 11 paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (d) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted as provided in paragraph (a) of this Section, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares so purchasable immediately thereafter. (e) If the Company shall sell and issue shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding (i) shares, rights, options, warrants or convertible or exchangeable securities issued in any of the transactions described in paragraph (a) above, (ii) shares issuable upon exercise of stock options or shares of Common Stock granted or to be granted to employees or directors of the Company, (iii) the Warrant Shares or (iv) shares issued to stockholders of any corporation that is acquired by, merged into or becomes part of the Company or a subsidiary of the Company in proportion to their stock holdings of such corporation immediately prior to such merger, upon such merger) at a price per share of Common Stock (determined, in the case of such rights, options, warrants or convertible or exchangeable securities, by dividing (i) the total amount received or receivable by the Company in consideration of the sale and issuance of such rights, options, warrants or convertible or exchangeable securities, plus the total consideration payable to the Company upon exercise, conversion or exchange thereof, by (ii) the total number of shares of Common Stock covered by such rights, options, warrants or convertible or exchangeable securities) lower than the then current Warrant Price in effect immediately prior to such sale and issuance, then the Warrant Price shall be reduced to a price (calculated to the nearest cent) determined by dividing (i) an amount equal to the sum of (A) the number of shares of common Stock outstanding immediately prior to such sale and issuance multiplied by the then existing Warrant Price, plus (B) the consideration received by the Company upon such sale and issuance, by (ii) the total number of shares of Common Stock outstanding immediately after such sale and issuance. Such adjustment shall be made successively whenever such an issuance is made. For the purposes of such adjustments, the shares of Common Stock that the holder of any such rights, options, warrants or convertible or exchangeable securities shall be entitled to subscribe for or purchase shall be deemed to be issued and outstanding as of the date of such sale and issuance and the consideration received by the Company therefor shall be deemed to be the consideration received by the Company for such rights, options, warrants or convertible or exchangeable securities, plus the consideration or premiums stated in such rights, options, warrants or convertible or exchangeable securities to be paid for the shares of Common Stock covered thereby. If the Company shall sell and issue shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share of Common Stock" and the "consideration received by the Company" for purposes of the first sentence of this paragraph (e), the Board of Directors shall determine, in its discretion, the fair value of such property, and such determination, if made in good faith, shall be binding upon all Holders. There shall be no adjustment of the Warrant Price pursuant to this paragraph (e) if the amount of such adjustment shall be less than $0.10 per Warrant Share; provided however, that any adjustments that by reason of this provision are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (f) For the purpose of this subsection 11.1, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock that may be subsequently designated as the Common Stock of the Company by the Board of Directors in lieu of the Common Stock as currently constituted. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (a) above, the Holders shall become effective immediately after entitled to purchase any shares of the record date in Company other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so purchasable upon exercise of each Warrant and shall become effective immediately after the effective date in the case Warrant Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of Common Stock as if he, she or it had purchased the full number of shares as provisions with respect to which the Warrant remains unexercised immediately prior Shares contained in paragraph (a) above, and the provisions of Section 6 and subsections 11.2 through 11.5, inclusive, with respect to the record date for Warrant Shares, shall apply on like terms to any such rights offeringother shares.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, of such event. (b) In case the Company shall issue rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them (for a period within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the then current market price per share of Common Stock (as defined in paragraph (d) below) the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the Exercise Price denominator shall be correspondingly adjustedthe number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively immediately after the record date of the determination of stockholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its shares of Common Stock evidences of its indebtedness or assets (excluding (x) regular periodic cash dividends pursuant to an announced policy of the Company payable out of consolidated earnings or surplus legally available for dividends and (y) dividends or distributions referred to in paragraph (a)) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant, by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholder entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of the capital stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive the stock or other securities to which such Holder would have been entitled if such Holder had exercised such warrant immediately prior thereto, all subject to further adjustment as provided in this Section 10.1; providedPROVIDED, howeverHOWEVER, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant of upon the exercise of a Warrant. (d) For the purpose of any computation under paragraphs (b) and (c) of this Section, the current market price per share of Common Stock at any date shall be average of the daily closing prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The closing price for each day shall be the last reported sales price regular way or, in case no reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Company shall determine the current market price on the basis of such quotations as it considers appropriate. (e) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless and until such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherPROVIDED, howeverHOWEVER, that any adjustments which by reason of this Section 11 paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be make to the nearest one thousandth of a share. (f) Whenever the number of shares purchasable upon the exercise of each Warrant is adjusted as provided in paragraphs (a), (b) and (c) above, the Warrant Price payable upon exercise of each Warrant and the Call Price shall be adjusted by multiplying such Warrant Price and Call Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter. (g) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraphs (b) and (c) if the Company issues or distributes to each Holder of Warrants the rights, options, warrants, or convertible or exchangeable securities, or evidence of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made for sales of Warrant Shares pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value of the Warrant Shares. (h) For the purpose of this Section 10.1, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (a) above, the Holders shall become effective immediately after entitled to purchase any shares of the record date in Company other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so purchasable upon exercise of each Warrant and shall become effective immediately after the effective date in the case Warrant Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of Common Stock as if he, she or it had purchased the full number of shares as provisions with respect to which the Warrant remains unexercised immediately prior Shares contained in paragraph (a) through (g), inclusive, above, and the provisions of Section 5 and Sections 10.02 through 10.04, inclusive, with respect to the record date for Warrant Shares, shall apply on like terms to any such rights offeringother shares.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the Company exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Bank shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common StockStock into a greater number of shares, (iii) combine (reverse split) its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its shares of Common Stock any shares or capital reorganization other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entityBank, the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Bank which he, she or it the Holder would have owned or would have been entitled to receive receive, assuming the Warrant had been exercised. An adjustment made pursuant to this Section (a) shall become effective immediately after the happening effective date of any of the events described above had the Warrant been exercised immediately prior such event retroactive to the happening of record date, if any, for such event, and the Exercise Price . (b) No adjustment shall be correspondingly adjusted; provided, however, that no adjustment made in the number of shares and/or Warrant Shares purchasable upon the Exercise Price shall be required exercise of each Warrant unless such adjustment would require an increase or decrease of at least one percent (1%) % in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one- hundredth of a share. (c) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying the Warrant Price immediately prior to adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to the adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter. (d) For the purpose of this Section 9.1., the term "shares of Common Stock" or "Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Bank at the date of this Warrant, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 9.1 (a) above, the Holder shall become effective immediately after entitled to purchase any shares of the record date in Bank other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so purchasable upon exercise of each Warrant and shall become effective immediately after the effective date in the case Warrant Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of Common Stock as if he, she or it had purchased the full number of shares as provisions with respect to which the Warrant remains unexercised immediately prior Shares contained in Sections 9.1 (a) through (c) above, and the provisions of Sections 1 and 2 and Sections 9.2 through 9.4, with respect to the record date for Warrant Shares, shall apply on like terms to any such rights offeringother shares.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclass- ification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event, and event or any record date with respect thereto regardless of whether the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in Warrants are exercisable at the number time of shares and/or the Exercise Price shall be required unless happening of such adjustment would require an increase event or decrease at the time of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentrecord date with respect thereto. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and paragraph (a) shall become effective immediately after the effective date in of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them (for a subdivision, combination period expiring within 60 days after the record date mentioned below) to subscribe for or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the then current market price per share of Common Stock (as if hedetermined in accordance with paragraph (e) below), she or it had purchased the full number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares as to which of Common Stock outstanding on the Warrant remains unexercised immediately prior to the record date for such rights offering.of issuance

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the Company exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case Sheridan shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock (other than payments or make a distribution to holders of Common Stock as interest on preferred stock)in shares of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of Sheridan (including any such reclassification in connection with a consolidation or merger in which Sheridan is the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entitysurviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of Sheridan which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto regardless of whether the Warrants are exercisable at the time of the happening of such event or at the time of any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case Sheridan shall issue rights, and options or warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the greater of (a) the Exercise Price or (b) the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) (the "Greater Price"), then in each such case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be correspondingly adjusteddetermined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of common stock so offered would purchase at the Greater Price. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. (c) In case Sheridan shall distribute to holders of its shares of Common Stock evidences of its indebtedness or assets (including cash dividends or other cash distributions) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of Sheridan) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of distribution by Sheridan to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Warrant Holder, upon the exercise thereof at any time after such distribution, shall be entitled to receive from Sheridan, such subsidiary or both, as Sheridan shall determine, the stock or other securities to which such Warrant Holder would have been entitled if such Warrant Holder had exercised such Warrant immediately prior thereto regardless of whether the Warrants are exercisable at such time, all subject to further adjustment as provided in this subsection 12.1; provided, however, that no adjustment in the number respect of shares and/or the Exercise Price dividends or interest on such stock or other securities shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after during the record date in the case term of a stock dividend Warrant or other distribution and shall become effective immediately after upon the effective date in the case exercise of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offeringWarrant.

Mechanical Adjustments. If (a) In case the Company Corporation shall at any time or from time to time after the date hereof (i) pay a dividend any dividend, or make any distribution, on the outstanding shares of Common Stock (or Common Stock Equivalents) in shares of its Common Stock Stock, (other than payments of Common Stock as interest on preferred stock), ii) subdivide (split) its the outstanding shares of Common Stock, (iii) combine (reverse split) its the outstanding shares of Common Stock, Stock into a smaller number of shares or (iv) issue by reclassification of its the shares of Common Stock any shares or other securities of capital stock of the CompanyCorporation, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entitythen and in each such case, the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants Exercise Price in effect immediately prior thereto to such event or the record date therefor, whichever is earlier, shall be adjusted so that the Holder Warrantholder shall be entitled to receive upon exercise the number and type of shares of Common Stock or other securities which he, she or it such Warrantholder would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised converted into Common Stock immediately prior to the happening of such eventevent or the record date therefor, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentwhichever is earlier. An adjustment made pursuant to this Section 11 3.01(a) shall become effective immediately after the record date (x) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. (b) Except with respect to Excluded Securities (as defined below), in case the Corporation shall issue any shares of Common Stock (or Common Stock Equivalents) after the date hereof at a stock consideration per share (or having a conversion or exercise price per share) less than the Exercise Price, then in each such case, the Exercise Price shall be adjusted by multiplying (i) the Exercise Price in effect on the day immediately prior to the date of issuance of such shares (or Common Stock Equivalents) by (ii) a fraction, the numerator of which shall be the sum of (x) the number of shares of Common Stock outstanding on such date prior to such issuance and (y) the number of shares of Common Stock purchasable at the then Exercise Price with the aggregate consideration receivable by the Corporation for the total number of shares of Common Stock so issued (or issuable upon conversion, exchange or exercise of such Common Stock Equivalents), and the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding on such date prior to such issuance and (y) the number of additional shares of Common Stock issued (or issuable upon conversion, exchange or exercise of such Common Stock Equivalents.) An adjustment made pursuant to this Section 3.01(b) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively to the close of business on the date of such issuance. For purposes of this Section 3.01(b), the aggregate consideration receivable by the Corporation in connection with the issuance of shares of Common Stock or of Common Stock Equivalents shall be deemed to be equal to the sum of the aggregate offering price (e.g., the aggregate consideration received by the Corporation in connection with the issuance of all such Common Stock and/or Common Stock Equivalents before deduction of underwriting discounts or commissions and expenses payable to third parties, if any) of all such Common Stock and/or Common Stock Equivalents plus the minimum aggregate amount, if any, payable upon conversion, exchange or exercise of any such Common Stock Equivalents. The issuance or reissuance of any shares of Common Stock (whether treasury shares or newly issued shares) pursuant to a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the Exercise Price pursuant to Section 3.01(a) shall not be deemed to constitute an issuance of Common Stock or Common Stock Equivalents by the Corporation to which this Section 3.01(b) applies. Upon the expiration of any unconverted, unexchanged or unexercised Common Stock Equivalents for which an adjustment has been made pursuant to this Section 3.01 (b), the adjustments shall forthwith be reversed to effect such Exercise Price as would have been in effect if at the time of such Common Stock Equivalents, to the extent outstanding immediately prior to such expiration or termination, had never been issued. Excluded Securities shall mean all shares of Common Stock or Common Stock Equivalents (i) issued and outstanding upon the Initial Investment Date, or (ii) issued or issuable pursuant to the 1999 Employee Stock Option Plan, (iii) issued or issuable pursuant to the 1999 Non-Employee Director Stock Option Plan, and (iv) executive options issued to Xxxxx X Xxxxx in connection with his employment. (c) For purposes of Subsections (a) through (d) of this Section 3.01, the number of shares of Common Stock at any time outstanding shall mean the aggregate of all shares of Common Stock then outstanding (other than any shares of Common Stock then owned or held by or for the account of the Corporation) treating for purposes of this calculation all Common Stock Equivalents as having been converted, exchanged or exercised. (d) If the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution and shall become effective immediately after the effective date thereafter, and before such dividend or distribution is paid or delivered to stockholders entitled thereto, legally abandon its plan to pay or deliver such dividend or distribution, then no adjustment in the case Exercise Price then in effect shall be made by reason of the taking of such record, and any such adjustment previously made as a subdivisionresult of the taking of such record shall be reversed. (e) As used in this Section 3.01 the term "Common Stock" shall mean and include the Corporation's authorized Common Stock, combination par value $.001 per share, as constituted on the date hereof, and shall also include any capital stock of any class of the Corporation thereafter authorized which shall neither be limited to a fixed sum or reclassification. The Holder shall percentage in respect of the rights of the holders thereof to participate in dividends nor be entitled to participate a preference in any subscription the distribution of assets upon the voluntary or other rights offering made to holders involuntary liquidation, dissolution or winding up of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offeringCorporation.

Mechanical Adjustments. If (a) In case the Company Corporation shall at any time or from time to time after the date hereof (i) pay a dividend any dividend, or make any distribution, on the outstanding shares of Common Stock (or Common Stock Equivalents) in shares of its Common Stock Stock, (other than payments of Common Stock as interest on preferred stock), ii) subdivide (split) its the outstanding shares of Common Stock, (iii) combine (reverse split) its the outstanding shares of Common Stock, Stock into a smaller number of shares or (iv) issue by reclassification of its the shares of Common Stock any shares or other securities of capital stock of the CompanyCorporation, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entitythen and in each such case, the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants Exercise Price in effect immediately prior thereto to such event or the record date therefor, whichever is earlier, shall be adjusted so that the Holder Warrantholder shall be entitled to receive upon exercise the number and type of shares of Common Stock or other securities which he, she or it such Warrantholder would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised converted into Common Stock immediately prior to the happening of such eventevent or the record date therefor, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentwhichever is earlier. An adjustment made pursuant to this Section 11 3.01(a) shall become effective immediately after the record date (x) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. (b) If the Corporation shall take a stock record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution and shall become effective immediately after the effective date thereafter, and before such dividend or distribution is paid or delivered to stockholders entitled thereto, legally abandon its plan to pay or deliver such dividend or distribution, then no adjustment in the case Exercise Price then in effect shall be made by reason of the taking of such record, and any such adjustment previously made as a subdivisionresult of the taking of such record shall be reversed. (c) As used in this Section 3.01 the term "Common Stock" shall mean and include the Corporation's authorized Common Stock, combination par value $0.001 per share, as constituted on the date hereof, and shall also include any capital stock of any class of the Corporation thereafter authorized which shall neither be limited to a fixed sum or reclassification. The Holder shall percentage in respect of the rights of the holders thereof to participate in dividends nor be entitled to participate a preference in any subscription the distribution of assets upon the voluntary or other rights offering made to holders involuntary liquidation, dissolution or winding up of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offeringCorporation.

Mechanical Adjustments. (a) If at any time prior to the full exercise of this Warrant, the Company shall (i) pay a dividend or make a distribution on its shares of Common Stock in shares of Common Stock; (ii) subdivide its outstanding Common Stock into a greater number of shares; (iii) combine its outstanding Common Stock into a smaller number of shares; or (iv) issue any shares in a reclassification of the Common Stock (other than payments any such event for which an adjustment is made pursuant to any other Section of Common Stock as interest on preferred stockthis Article IV or a reclassification of par to no par value or the like), subdivide (split) its outstanding shares the total number of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities purchasable upon the exercise of this Warrant shall be adjusted so that, upon the Companysubsequent exercise of this Warrant in full, or distribute as a stock dividend the Warrantholder shall be entitled to holders of its Common Stock any securities of receive at the Company or of another entity, same aggregate Exercise Price the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which he, she or it he would have owned or would have been entitled to receive after immediately following the happening of any of the events described above had the this Warrant been exercised in full immediately prior to the happening of such event. Any adjustment made pursuant to this Section 4.01 shall, and in the case of a stock dividend or distribution, become effective as of the record date therefor and, in the case of a subdivision or combination, shall be made effective as of the effective date thereof. Such adjustment shall be made successively whenever any event listed in this paragraph 4.01(a) shall occur. (b) In the event of any adjustment of the total number of shares of Common Stock purchasable upon the exercise of this Warrant pursuant to Section 4.01(a), the Exercise Price per share applicable to this Warrant shall be correspondingly adjusted; provided, however, that no adjustment in adjusted to the amount resulting from dividing the number of shares and/or covered by this Warrant immediately after such adjustment into the total amount payable upon exercise of this Warrant in full immediately prior to such adjustment. (c) In case the Company shall hereafter fix a record date for making a distribution to the holders of the Common Stock of assets or evidences of its indebtedness (excluding cash dividends or distributions out of earnings and dividends or distributions referred to in paragraph (a) of this Section 4.01) or Common Stock subscription rights, options or warrants for Common Stock or Common Stock Equivalents, then in each such case, the Exercise Price in effect after such record date shall be adjusted to the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding at such time multiplied by the fair market value per share (as determined in good faith by the Company's Board of Directors) of the Company, less the fair market value (as determined in good faith by the Company's Board of Directors) of said assets or evidences of indebtedness so distributed or of such Common Stock subscription rights, option and warrants or of such Common Stock Equivalents, and the denominator of which shall be the total number of shares of Common Stock outstanding at such time multiplied by the fair market value per share (as determined in good faith by the Company's Board of Directors) of the Company. Such adjustment shall be made successively whenever the record date for such a distribution is fixed and shall become effective immediately after such record date. (d) Whenever the Exercise Price payable upon exercise of this Warrant is adjusted pursuant to paragraph (c) of this Section 4.01, the total number of shares of Common Stock purchasable upon the exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares then issuable upon exercise of the Warrant by the Exercise Price in effect on the date thereof and dividing the product so obtained by the Exercise Price as adjusted. (e) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent cent (1%$.01) in such number and/or price; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to All calculations under this Section 11 4.01 shall become effective immediately after be made to the record date in nearest cent or to the nearest one-hundredth of a share, as the case may be. Notwithstanding anything in this Section 4.01 to the contrary, the Exercise Price shall not be reduced to less than the then existing par value of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number a result of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offeringany adjustment made hereunder.

Mechanical Adjustments. The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price payable in connection therewith shall be subject to adjustment from time to time as follows: (a) If the Company shall at any time pay a dividend on its Common Stock in shares of its Common Stock (other than payments including, if applicable, shares of Common Stock as interest on preferred stockheld by the Company in treasury or by a Subsidiary), subdivide (split) its outstanding shares of Common Stock, Stock into a larger number of shares or combine (reverse split) its outstanding shares of Common Stock into a smaller number of shares or otherwise effect a reclassification or recapitalization of the Common Stock, issue by reclassification then in each such case the number of its shares Warrant Shares thereafter issuable upon exercise of Common Stock any shares or other securities this Warrant shall be adjusted so that this Warrant shall thereafter be exercisable for the number of the Company, or distribute as a stock dividend Warrant Shares equal to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities which the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which he, she or it holder would have owned or would have been entitled to receive held after the happening occurrence of any of the events described above had the this Warrant been exercised in full immediately prior to the happening occurrence of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 paragraph (a) shall become effective immediately after retroactively to the related record date in the case of a stock dividend or other distribution and shall become effective immediately after on the related effective date in the case of a subdivision, combination combination, reclassification or recapitalization. (b) If the Company or a Subsidiary shall at any time issue or sell shares of Common Stock at a purchase price per share of Common Stock (the value of any consideration, if other than cash, to be determined as provided in Section 4.1(g)) less than the Adjustment Price per share of the Common Stock on the date of issuance or sale (for the purpose of this paragraph (b), the "Adjustment Date"), then in each such case (other than the issuance of shares pursuant to stock options now issued or to be issued under option plans of the Company existing on the date hereof), the number of Warrant Shares thereafter issuable upon exercise of this Warrant after such Adjustment Date shall be determined by multiplying the number of Warrant Shares issuable upon exercise of this Warrant on the date immediately preceding such Adjustment Date by a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding on such date of issuance or sale and the number of additional shares of Common Stock so issued or sold, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding on such date of issuance or sale and the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Adjustment Price. For the purposes of this paragraph (b), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company or by a Subsidiary. (c) If the Company or a Subsidiary shall at any time issue or sell Derivative Securities (as defined below) providing for the purchase of shares of Common Stock upon the conversion, exchange or exercise thereof at a price per share of Common Stock (taking into account any consideration received by the Company upon the issuance or sale of such Derivative Securities and any additional consideration to be received upon the conversion, exchange or exercise thereof, the value of such consideration, if other than cash, to be determined as provided in Section 4(g)) less than the Adjustment Price per share of the Common Stock on the date of issuance or sale (for the purpose of this paragraph (c), the "Adjustment Date"), then in each such case, the number of Warrant Shares thereafter issuable upon exercise of this Warrant after such Adjustment Date shall be determined by multiplying the number of Warrant Shares issuable upon exercise of this Warrant on the date immediately preceding such Adjustment Date by a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding on such Adjustment Date and the number of additional shares of Common Stock so offered for subscription or purchase upon the conversion, exchange or exercise of such Derivative Securities, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding on such Adjustment Date and the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such Adjustment Price. Such adjustment shall be made whenever any such Derivative Securities are issued, and shall become effective on the date of issuance retroactive to the Adjustment Date. If all the shares of Common Stock so offered for subscription or purchase are not delivered upon the final conversion, exchange or exercise of such Derivative Securities, then, upon the final conversion, exchange or exercise of such Derivative Securities, or the expiration, cancellation or other termination thereof, the number of Warrant Shares issuable upon exercise of this Warrant shall thereafter be readjusted to the number of Warrant Shares which would have been in effect had the numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of shares of Common Stock actually delivered upon the conversion, exchange or exercise of such Derivative Securities, or the expiration, cancellation or other termination thereof rather than upon the number of shares of Common Stock so offered for subscription or purchase. If the purchase price provided for in any Derivative Securities, the additional consideration, if any, payable upon the conversion, exchange or exercise of any Derivative Securities or the rate at which any Derivative Securities are convertible into or exchangeable or exercisable for Common Stock shall change at any time (including, without limitation, at the time of or after such conversion, exchange or exercise), the number of Warrant Shares issuable upon exercise of this Warrant in effect at the time of such change shall be readjusted to the number of Warrant Shares issuable upon exercise of this Warrant which would have been in effect at such time had such Derivative Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, on the related Adjustment Date, and such readjustment shall become effective on the date of such change retroactive to the Adjustment Date; provided, that no such readjustment shall have the effect of decreasing the number of Warrant Shares issuable upon the exercise of this Warrant by an amount in excess of the amount of the adjustment initially made with respect to the issuance or sale of the Derivative Securities. For the purposes of this paragraph (c), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company or by a Subsidiary. (d) If the Company shall at any time declare or pay a dividend or other distribution on its Common Stock other than a stock dividend payable solely in shares of Common Stock or a cash dividend paid out of current earnings (the value of any such dividend or other distribution, if other than cash, to be determined as provided in Section 4(g)), then in each such case, the number of Warrant Shares thereafter issuable upon exercise of this Warrant after the record date therefor (for the purpose of this paragraph (d), the "Adjustment Date") shall be determined by multiplying the number of Warrant Shares issuable upon exercise of this Warrant on the date immediately preceding such Adjustment Date by a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding on such Adjustment Date and the number of additional shares of Common Stock which the aggregate value of such dividend or distribution would purchase at such Average Market Price and the denominator of which shall be the sum of the number of shares of Common Stock outstanding on such Adjustment Date. For the purposes of this paragraph (d), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company or by a Subsidiary. (e) If the Company or a Subsidiary shall at any time purchase shares of Common Stock at a price per share of Common Stock (the value of any consideration, if other than cash, to be determined as provided in Section 4(g)) greater than the Average Market Price per share of the Common Stock on the date of such purchase (for the purpose of this paragraph (e), the "Adjustment Date"), then in each such case, the number of Warrant Shares thereafter issuable upon exercise of this Warrant after such Adjustment Date shall be determined by multiplying the number of Warrant Shares issuable upon exercise of this Warrant on the date immediately preceding such Adjustment Date by a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding on such Adjustment Date and the number of additional shares of Common Stock which the aggregate purchase price of the total number of shares so purchased would purchase at such Average Market Price and the denominator of which shall be the sum of the number of shares of Common Stock outstanding on such Adjustment Date and the number of shares of Common Stock so purchased. For the purposes of this paragraph (e), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company or by a Subsidiary. (f) In case of any capital reorganization or any reclassification (other than a change in par value) of the capital stock of the Company, or of any exchange or conversion of the Common Stock for or into securities of another corporation, or in case of the consolidation or merger of the Company with or into any other person (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or in case of any sale or conveyance of all or substantially all of the assets of the Company, the person formed by such consolidation or resulting from such capital reorganization, reclassification or merger or which acquires such assets, as the case may be, shall make provision such that this Warrant shall thereafter be exercisable for the kind and amount of shares of stock, other securities, cash and other property receivable upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale or conveyance, as the case may be, by a holder of the shares of Common Stock equal to the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to the effective date of such capital reorganization, reclassification of capital stock, merger, consolidation, sale or conveyance, assuming (1) such holder of Common Stock of the Company is not a person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made as the case may be ("constituent entity"), or an affiliate of a constituent entity, and (2) such person failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale or conveyance and, in any case appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to rights and interests thereafter of the holder, to the end that the provisions set forth herein (including the specified changes in and other adjustments of the number of Warrant Shares issuable upon exercise of this Warrant) shall thereafter be applicable, as near as reasonably may be, in relating to any shares of stock or other securities or other property thereafter deliverable upon exercise of this Warrant. (g) If any shares of Common Stock or Derivative Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor. In case any shares of Common Stock or Derivative Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration. The Holder fair value of any consideration received by the Company or dividends or distributions paid by the Company, in each case, other than cash, shall be entitled determined jointly by the Company and the holders of at least a majority of the total number of Warrants (the "Required holders"). If such persons are unable to participate in any subscription or other rights offering made to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the Company and the Required holders, whose determination shall be final and binding on the Company and all holders of the Warrants. The fees and expenses of such appraiser shall be paid by the Company. (h) If the Company takes a record of the holders of Common Stock as if hefor the purpose of entitling them (1) to receive a dividend or other distribution on its Common Stock or (2) to subscribe for or purchase shares of Common Stock or Derivative Securities, she then such record date shall be deemed to be the date of the payment or it had purchased distribution of such dividend or other distribution or the full date of issuance and sale of any shares of Common Stock deemed to have been issued or sold in connection therewith. (i) All calculations under this Section 4 shall be made to the nearest one-thousandth of a share of Common Stock. (j) Whenever the number of shares as Warrant Shares issuable upon the exercise of this Warrant is adjusted or readjusted pursuant to which paragraphs (a) through (h), inclusive, above, the Warrant remains unexercised Price payable upon exercise of this Warrant shall be adjusted or readjusted by multiplying such Warrant Price immediately prior to the record related Adjustment Date by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such Adjustment Date, and the denominator of which shall be the number of Warrant Shares so purchasable immediately thereafter; provided that no such readjustment pursuant to paragraph (c) above with respect to the conversion, exchange or exercise, or expiration, cancellation or other termination, of any Derivative Securities shall have the effect of increasing the Warrant Price by an amount in excess of the amount of the adjustment initially made in respect of the issuance or sale of such Derivative Securities. (k) If any event occurs of the type contemplated by the provisions of this Section 4 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company's board of directors shall make an appropriate adjustment in the number of Warrant Shares issuable upon exercise of this Warrant and Warrant Price so as to protect the rights of this Warrant. (l) For the purpose of this Section 4, the term "shares of Common Stock" shall mean (1) the class of stock designated as the Common Stock of the Company at the date for of this Warrant or (2) any other class of stock resulting from successive changes or reclassification of such rights offeringshares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to paragraphs (a) through (k), inclusive, above, the holder shall become entitled to receive any shares of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in paragraphs (a) through (k), inclusive, above, and the provisions of Sections 4.2, 4.3, 4.4 and 4.5, inclusive, with respect to the Warrant Shares, shall apply on like terms to any such other shares.

Mechanical Adjustments. If The number and kind of securities purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment from time to time as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior each Warrant without giving effect thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it such Holder would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Warrant such Warrants been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase event or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentrecord date with respect thereto. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall distribute to all holders of its shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and in compliance with applicable law and dividends or distributions referred to in paragraph (a) above or in the paragraph immediately following this paragraph), or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of a subdivision, combination or reclassification. The Holder Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be entitled to participate determined by multiplying the number of Warrant Shares purchasable upon the exercise of each Warrant without giving effect thereto by a fraction, the numerator of which shall be the current market price per share of Common Stock (as defined in any subscription or other rights offering made to holders paragraph (c) below) as of the record date for such distribution or, if there is no record date with respect thereto then as of the date of such distribution, and the denominator of which shall be the current market price per share of Common Stock as if heof such date, she less the fair value (as reasonably determined by the Board of Directors of the Company) of the portion of the assets or it had purchased evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on the full number date of shares as to which the Warrant remains unexercised immediately prior distribution retroactive to the record date for the determination of stockholders entitled to receive such rights offeringdistribution. Notwithstanding the foregoing, however, no adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under this paragraph if the Company issues or distributes to each Holder of Warrants the rights, options, warrants or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment need be made for a change in the par value of the Warrant Shares. In the event of a distribution by the Company to all holders of its shares of Common Stock or of the stock of a subsidiary of securities convertible into or exercisable for such stock (other than as described in subparagraph (a)(iv) above), then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this SECTION 11.1; PROVIDED, HOWEVER, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (c) For the purpose of any computation under paragraph (b) of this Section, the current market price per share of Common Stock as of any date shall be the average of the daily Closing Prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The "CLOSING PRICE" for any day shall be the last such reported sales price regular way for a share of Common Stock on that day or, in case no such reported sale takes place on such day, on the most recent trading day upon which such a sale took place, in each case on the principal national securities exchange or national market system on which the shares of Common Stock are listed or admitted to trading or, if not so listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the counter market or if not approved for such trading, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock Ordinary Shares, (other than payments of Common Stock as interest on preferred stock), ii) subdivide (split) its outstanding shares of Common StockOrdinary Shares, (iii) combine (reverse split) its outstanding shares of Common Stock, Ordinary Shares or (iv) issue by reclassification of its shares of Common Stock any shares or Ordinary Shares other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Warrant such Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall distribute to all holders of its shares of Ordinary Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Ordinary Shares, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the then current market price per share of Ordinary Shares (as defined in paragraph (c) below) on the date of such distribution, and the Exercise Price denominator of which shall be correspondingly adjusted; providedthe then current market price per share of Ordinary Shares, howeverless the then fair value (as reasonably determined by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Ordinary Shares. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. (c) For the purpose of any computation under paragraph (b) of this Section, the current market price per share of Ordinary Shares at any date shall be the average of the average of the closing bid and asked prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The selling price for each day (the "Closing Price") shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each on the principal national securities exchange on which the shares of Ordinary Shares are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Ordinary Shares in the over-the counter market as reported by the Nasdaq National Market System or Nasdaq SmallCap System or if not approved for quotation on the Nasdaq National Market System or Nasdaq SmallCap System, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that no purpose. (d) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (e) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. (f) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraph (b) if the Company issues or distributes to each Holder of Warrants upon the exercise thereof the rights, options, warrants or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment need be made for a change in the par value of the Warrant Shares. (g) In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any securities of the Company other than shares of Ordinary Shares, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Section 11 11, and the other provisions of this Agreement, with respect to the Warrant and Warrant Shares, shall become effective immediately after apply as nearly equivalent as practicable on like terms to such other securities. (h) Upon the record date in expiration of any rights, options, warrants or conversion or exchange privileges for which an adjustment was made hereunder, if any thereof shall not have been exercised, the case of a stock dividend or other distribution Warrant Price and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number of shares of Ordinary Shares purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be such as to which it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) as if (i) the only shares of Ordinary Shares so issued were the shares of Ordinary Shares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and (ii) such shares of Ordinary Shares, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, however, that no such readjustment shall have the effect of increasing the Warrant remains unexercised immediately prior Price or decreasing the number of shares of Ordinary Shares purchasable upon the exercise of each Warrant by an amount in excess of the amount of the adjustment initially made in respect to the record date for issuance, sale or grant of such rights offeringrights, options, warrants or conversion or exchange rights.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Warrant such Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall distribute to all holders of its shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the date of such distribution, and the Exercise Price denominator of which shall be correspondingly adjustedthe then current market price per share of Common Stock, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 11.1; providedPROVIDED, howeverHOWEVER, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (c) For the purpose of any computation under paragraph (b) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily closing prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The closing price for each day shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the counter market as reported by the Nasdaq National Market System or Nasdaq SmallCap System or if not approved for quotation on the Nasdaq National Market System or Nasdaq SmallCap System, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose. (d) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherPROVIDED, howeverHOWEVER, that any adjustments which by reason of this Section 11 paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (e) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. (f) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraph (b) if the Company issues or distributes to each Holder of Warrants the rights, options, warrants, or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment need be made for a change in the par value of the Warrant Shares. (g) In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (a) above, the Holders shall become effective immediately after entitled to purchase any securities of the record date in Company other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so purchasable upon exercise of each Warrant and shall become effective immediately after the effective date in the case Warrant Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in paragraphs (a) through (f), inclusive, above, and the provisions of Sections 5, 11.2 and 11.3, with respect to the Warrant Shares, shall apply on like terms to such other securities. (h) Upon the expiration of any subscription rights, options, warrants or other rights offering made to holders conversion or exchange privileges, if any thereof shall not have been exercised, the Warrant Price and the number of shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) as if he(i) the only shares of Common Stock so issued were the shares of Common Stock, she if any, actually issued or it had purchased sold upon the full exercise of such rights, options, warrants or conversion or exchange rights and (ii) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; PROVIDED, HOWEVER, that no such readjustment shall have the effect of increasing the Warrant Price or decreasing the number of shares as to which of Common Stock purchasable upon the exercise of each Warrant remains unexercised immediately prior by an amount in excess of the amount of the adjustment initially made in respect to the record date for issuance, sale or grant of such rights offeringrights, options, warrants or conversion or exchange rights.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock (other than payments or make a distribution to holders of Common Stock as interest on preferred stock)in shares of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event, and event or any record date with respect thereto regardless of whether the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in Warrants are exercisable at the number time of shares and/or the Exercise Price shall be required unless happening of such adjustment would require an increase event or decrease at the time of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentrecord date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options, or warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the Exercise Price, then (i) the Exercise in effect immediately prior to such issuance shall immediately be reduced to the price that is equivalent to such consideration received by the Company upon such issuance and (ii) the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be increased in direct proportion to the increase in the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance; provided that if such shares of Common Stock, options or other convertible securities (other than Excluded Stock (as defined in the Note Purchase Agreement)) are issued for consideration per share less than the Exercise Price at the date of such issue or sale, the number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant shall be increased to the greater of (i) that number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant multiplied by a fraction, the numerator of which is the Exercise Price and the denominator of which is such consideration per share, and (ii) the number of shares of Common Stock otherwise calculated under this Section 11 12. 1. Such adjustment shall be made whenever such rights, options, or warrants are issued, and shall become effective immediately after the record date in for the case determination of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be stockholders entitled to participate in any subscription receive such rights, options, or other rights offering made to holders warrants; provided that this Section 12.1(b) shall expire and be of Common Stock as if heno force and effect on or after April 1, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offering1998.

Mechanical Adjustments. If The number of Organizer Warrant Shares purchasable upon the Company exercise of each Organizer Warrant and the Warrant Exercise Price shall be subject to adjustment as follows: (a) In case the Bank shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (or "split) " its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as into a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the smaller number of shares of Common Stock or (iv) issue by reclassification or recapitalization of its shares of Common Stock other securities of the Bank, the Holder hereof is entitled to purchase pursuant to of the Warrants immediately prior thereto shall be adjusted so that the Holder Organizer Warrant shall be entitled to receive upon exercise purchase the number of shares of Common Stock Organizer Warrant Shares or other securities of the Bank which he, she or it would have owned or he would have been entitled able to receive purchase after the happening of any of the events described above above, had the such Organizer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Bank shall distribute to all holders of its shares of Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of Organizer Warrant Shares thereafter purchasable upon the exercise of each Organizer Warrant shall be determined by multiplying the number of Organizer Warrant Shares purchasable upon the exercise of each Organizer Warrant before the occurrence of such event, and by a fraction, of which the Exercise Price numerator shall be correspondingly adjusted; providedthe then current market price per share of Common Stock (as defined in paragraph (c) below) on the date of such distribution, howeverand of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined by the Board of Directors of the Bank, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution. (c) For the purpose of any computation under paragraph (b) of this Section, the current market price per share of Common Stock at any date shall be the average representative closing bid quotation as reported on NASDAQ or, in the event the Common Stock is listed on a securities exchange, the average closing sales price on the principal such exchange for the Common Stock for the five consecutive trading days ending the day prior to the date as of which such computation is made. In the event that no none of the above sources are available, the Board of Directors of the Bank shall determine the current market price based upon such information and evidence as they determine to be credible and relevant at the time. (d) No adjustment in the number of shares and/or the Exercise Price Organizer Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) % in such the number and/or priceof Organizer Warrant Shares purchasable upon the exercise of each Organizer Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (e) Whenever the number of Organizer Warrant Shares purchasable upon the exercise of each Organizer Warrant is adjusted, as herein provided, the Warrant Exercise Price payable upon exercise of each Organizer Warrant shall be adjusted by multiplying such Warrant Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Organizer Warrant Shares purchasable upon the exercise of each Organizer Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Organizer Warrant Shares so purchasable immediately thereafter. (f) For the purpose of this subsection 8.1, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Bank at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (a) above, the Holders shall become effective immediately after entitled to purchase any shares of the record date in Bank other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so purchasable upon exercise of each Organizer Warrant and shall become effective immediately after the effective date in the case Warrant Exercise Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made to holders of Common Stock a manner and on terms as if he, she or it had purchased the full number of shares nearly equivalent as to which the Warrant remains unexercised immediately prior practicable to the record date for provisions with respect to the Organizer Warrant Shares contained in paragraphs (a) through (e), inclusive, above, and the provisions of Section 3 and subsections 8.2 and 8.3 with respect to the Organizer Warrant Shares, shall apply on like terms to any such rights offeringother shares.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock or make a distribution to holders of Common Stock in shares of Common Stock (other than payments of Common Stock as interest on preferred stock), ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Warrant such Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto regardless of whether the Warrants are exercisable at the time of the happening to such event or at the time of any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options, or warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the Exercise Price, then (i) the Exercise in effect immediately prior to such issuance shall immediately be reduced to the price that is equivalent to such consideration received by the Company upon such issuance and (ii) the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be increased in direct proportion to the increase in the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance; provided that if such shares of Common Stock, options or other convertible securities (other than Excluded Stock (as defined in the Note Purchase Agreement)) are issued for consideration per share less than the Exercise Price at the date of such issue or sale, the number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant shall be correspondingly adjustedincreased to the greater of (i) that number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant multiplied by a fraction, the numerator of which is the Exercise Price and the denominator of which is such consideration per share, and (ii) the number of shares of Common Stock otherwise calculated under this Section 12. 1. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options, or warrants provided that this Section 12.1(b) shall expire and be of no force and effect on or after April 1, 1998. (c) In case the Company shall distribute to holders of its shares of Common Stock evidences of its indebtedness or assets (including cash dividends or other cash distributions) or rights, options, or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as determined in accordance within paragraph (e) below on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distributions made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of distribution by the Company to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Warrant Holder, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary, or both, as the Company shall determine, the stock or other securities to which such Warrant Holder would have been entitled if such Warrant Holder had exercised such Warrant immediately prior thereto regardless of whether the Warrants are exercisable at such time, all subject to further adjustment as provided in this subsection 12.1; provided, however, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or report the exercise of a Warrant; provided further, that this Section 12.1(c) shall expire and be of no force and effect on or after April 1, 1998. (d) In case the Company shall sell and issue shares of Common Stock (other than pursuant to rights, options, warrants, or convertible securities initially issued before the date of this Agreement) or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase shares of Common Stock (excluding shares, rights options, warrants, or convertible securities issued in any of the transactions described in paragraphs (a), (b) or (c) above) at a price per share of Common Stock (determined, in the case of such rights, options, warrants or convertible securities, by dividing (w) the total of the amount received or receivable by the Company (determined as provided below) in consideration of the sale and issuance of such rights, options, warrants, or convertible securities, by (x) the total number of shares of Common Stock covered by such rights, options, warrants, or convertible securities) lower than the Exercise Price in effect immediately prior to such sale and issuance then (i) the Exercise in effect immediately prior to such issuance shall immediately be reduced to the price that is equivalent to such consideration received by the Company upon such issuance (ii) the number of Warrant Shares thereafter purchasable upon the exercise of the Warnings shall be increased in direct proportion to the increase in the number of shares and/or of Common Stock outstanding on a fully diluted basis immediately prior to such issuance; provided that if such shares of Common Stock, options or other convertible securities (other than Excluded Stock) are issued for consideration of per share less than the Exercise Price at the date of such issue or sale, the number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required have been entitled to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made purchase pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder Warrant shall be entitled increased to participate in any subscription or other rights offering made to holders the greater of (i) that number of shares of Common Stock as if hethat immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant multiplied by a fraction, she or it had purchased the full numerator of which is the Exercise Price and the denominator of which is such consideration per share, and (ii) the number of shares of Common Stock otherwise calculated under this Section 12.1. Such adjustment shall be made successively whenever such as issuance is made provided that this Section 12.1(d) shall expire and be of no force and effect on or after April 1, 1998. For the purposes of such adjustments, the consideration received or receivable by the Company for rights, options, warrants, or convertible securities shall be deemed to be the consideration received by the Company for such rights, options, warrants, or convertible securities, plus the consideration or premiums stated in such rights, options, warrants, or convertible securities to be paid for the shares of Common Stock covered thereby. In case the Company shall sell and issue shares of Common Stock, or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase shares of Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent then in determining the "price per share of Common Stock" and the "consideration received or receivable by the Company" for purposes of the first sentence of this paragraph (d) the Board of Directors shall determine, in its discretion, the fair value of said property. (e) For the purpose of any computation under paragraph (b), (c), and (d) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily closing prices of the Company's Common Stock, for five consecutive trading days ending one trading day before the date of such computation. The closing price for each day shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the Warrant remains unexercised immediately prior shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Board of Directors of the Company shall determine the current market price in good faith, on the basis of such quotations as it considers appropriate. Notwithstanding the foregoing, for the purpose of any calculation under paragraph (d) above (A) with respect to any issuance of options under the Company's employee or director compensation stock option plans as in effect or as adopted by the Board of Directors of the Company on the date hereof, the term "current market price", in such instances, shall mean the fair market price on the date of the issuance of any such option determined in accordance with the Company's employee compensation stock option plans as in effect or adopted by the Board of Directors of the Company on the date hereof, and (B) with respect to any issuances of Common Stock (or rights, options, warrants or convertible securities containing the right to subscribe for or purchase shares of Common Stock) in connection with bona fide corporate transactions (other than issuances in such transactions for cash or similar consideration), the term "fair market price" shall mean the fair market price per share as determined in arm's-length negotiations by the Company and such other parties (other than affiliates or subsidiaries of the Company) to such transactions as reflected in the definitive documentation with respect thereto, unless such determination is not reasonably related to the record closing market price on the date for of such rights offeringdetermination.

Mechanical Adjustments. (a) If at any time prior to the full exercise of this Warrant, the Company shall shall: (i) pay a dividend or make a distribution on its shares of Common Stock in shares of its Common Stock Stock; (other than payments of Common Stock as interest on preferred stock)ii) subdivide, subdivide (split) reclassify or recapitalize its outstanding shares of Common StockStock into a greater number of shares; or (iii) combine, combine (reverse split) reclassify or recapitalize its outstanding shares of Common StockStock into a smaller number of shares, the number of Warrant Shares in effect at the time of the record date of such dividend, subdivision, combination, reclassification or recapitalization shall be proportionately adjusted so that the Warrantholder shall be entitled to receive the aggregate number and type of shares that, if this Warrant had been exercised in full immediately prior to such time, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination, reclassification or recapitalization. Such adjustment shall be made successively whenever any event listed in this Section 3.01 (a) shall occur. (b) In case the Company shall issue by reclassification after the date hereof purchase rights, options or warrants exercisable for Common Stock to Persons other than employees, directors, consultants or advisors of its the Company entitling the holders thereof to subscribe for or purchase shares of Common Stock any shares or other securities at a Net Consideration Per Share which is less than the Exercise Price at the time of such issuance, the CompanyExercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, or distribute as a stock dividend to holders of its Common Stock any securities of which the Company or of another entity, numerator shall be the number of shares of Common Stock or other securities outstanding on the Holder hereof is entitled to date of such issuance, plus the number of additional shares of Common Stock which the Total Consideration could purchase pursuant to at the Warrants immediately prior thereto Exercise Price, and of which the denominator shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock issuable upon the exercise of such purchase rights, options or other securities which hewarrants. Such adjustment shall be made whenever such purchase rights, she options or it would have owned warrants are issued and shall become effective immediately (or would have if a record date has been established by the Company for the determination of stockholders entitled to receive such purchase rights, options or warrants, shall become effective retroactively immediately after the happening record date for the determination of stockholders entitled to receive such purchase rights, options or warrants). In the event the Company shall subsequently cancel or terminate any of the events described above had the Warrant been exercised immediately prior to the happening such purchase rights, options or warrants, or any of such eventpurchase rights, and options or warrants shall expire unexercised, the Exercise Price shall be correspondingly adjusted; providedreadjusted to be the same as if the Company had not issued such purchase rights, howeveroptions or warrants so cancelled, that no adjustment in terminated or expired. (c) Whenever the number of shares and/or Warrant Shares issuable upon exercise of this Warrant is adjusted pursuant to Section 3.01(a), the Exercise Price payable for such Warrant Shares shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of each Warrant by the Exercise Price in effect on the date thereof and dividing the product so obtained by the number of Warrant Shares, as adjusted. (d) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent five cents (1%$.05) in such number and/or price; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 3.01(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations under this Section 3.01 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (e) In the event that at any time, as a result of any adjustment made pursuant to this Section 11 3.01(a), the Warrantholder thereafter shall become effective immediately after entitled to receive any securities of the record date in Company other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution and shall become effective immediately after the effective date in the case securities so receivable upon exercise of a subdivision, combination or reclassification. The Holder any warrant shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of the provisions with respect to the Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offeringcontained in this Section 3.01.

Mechanical Adjustments. If (i) In the Company shall pay a dividend event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in shares of its corporate structure affecting the Common Stock (other than payments of Common Stock as interest on preferred stock), subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the CompanyIssuer, or distribute as a stock dividend to holders except for those events set forth in Section 4(b) below, an adjustment will be made in the aggregate number of its Common Stock any securities shares reserved for issuance upon exercise of this Warrant and the kind, number and Exercise Price of the Company or of another entityWarrant Shares, provided that the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants this Warrant shall always be a whole number. The number of Warrant Shares issuable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder of this Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities which he, she or it of the Issuer that the Holder would have owned or would have been entitled to receive after the happening occurrence of any of the events described above above, had the such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the happening of record date, if any, for such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no . (ii) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) % in such the number and/or priceof Warrant Shares purchasable upon the exercise of this Warrant; and provided furtherPROVIDED, howeverHOWEVER, that any adjustments which by reason of this Section 11 paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-hundredth of a share. (iii) Whenever the number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying the Exercise Price immediately prior to the adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to the adjustment, and of which the denominator shall be the number of Warrant Shares purchasable upon the exercise of this Warrant immediately thereafter. (iv) For the purpose of this Subsection 4(a), the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Issuer at the date of this Warrant, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (i) above, the Holder shall become effective immediately after entitled to purchase any shares of the record date in Issuer other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares purchasable upon exercise of this Warrant and shall become effective immediately after the effective date in the case Exercise Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of Common Stock as if he, she or it had purchased the full number of shares as provisions with respect to which the Warrant remains unexercised immediately prior Shares contained in paragraphs (i) through (iii) above, and the provisions of Sections 1 and 2, with respect to the record date for Warrant Shares, shall apply on like terms to any such rights offeringother shares.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock (other than payments or make a distribution to holders of Common Stock as interest on preferred stock)in shares of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event, and event or any record date with respect thereto regardless of whether the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in Warrants are exercisable at the number time of shares and/or the Exercise Price shall be required unless happening of such adjustment would require an increase event or decrease at the time of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentrecord date with respect thereto. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and paragraph (a) shall become effective immediately after the effective date in of such event retroactive to the record date, if any, for such event. (b) In case of a subdivisionthe Company shall issue rights, combination options, or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock as if heat a price per share which is (c) In case the Company shall distribute to holders of its shares of Common Stock evidences of its indebtedness or assets (including cash dividends or other cash distributions) or rights, she options, or it had purchased warrants, or convertible or exchangeable securities containing the full right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of shares as to Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the Warrant remains unexercised immediately prior numerator shall be the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such rights offeringdistribution. In the event of distribution by the Company to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable (d) In case the Company shall sell and issue shares of Common Stock (other than pursuant to rights, options, warrants, or convertible securities initially issued before the date of this Agreement) or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase shares of Common Stock (excluding shares, rights, options, warrants, or convertible securities issued in any of the transactions described in paragraphs (a), (b) or (c) above) at a price per share of Common Stock (determined, in the case of such rights, options, warrants or convertible securities, by dividing (w) the total of the amount received or receivable by the Company (determined as provided below) in consideration of the sale and issuance of such rights, options, warrants, or convertible securities, by (x) the total number of shares of Common Stock covered by such rights, options, warrants, or convertible securities) lower than the Exercise Price in effect immediately prior to such sale and issuance, then (i) the Exercise in effect immediately prior to such issuance shall immediately be reduced to the price that is equivalent to such consideration received by the Company upon such issuance and (ii) the number of Warrant Shares thereafter purchasable upon the exercise of the Warrants shall be increased in direct proportion to the increase in the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance; provided that if such shares of Common Stock, options or other convertible securities (other than Excluded Stock) are issued for consideration per share less than the Exercise Price at the date of such issue or sale, the number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant shall be increased to the greater of (i) that number of shares of Common Stock that immediately prior to such issuance the Warrant Holder shall have been entitled to purchase pursuant to this Warrant multiplied by a fraction, the numerator of which is the Exercise Price and the denominator of which is such consideration per share, and (ii) the number of shares of Common Stock otherwise calculated under this Section 12.1. Such adjustment shall be made successively whenever such as issuance is made; provided that this Section 12.1(d) shall expire and be of no force and effect on or after April ___, 1998. For the purposes of such adjustments, the consideration received or receivable by the (e) For the purpose of any computation under paragraphs (b), (c), and (d) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily closing prices of the Company's Common Stock, for five consecutive trading days ending one trading day before the date of such computation. The closing price for each day shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Board of Directors of the Company shall determine the current market price, in good faith, on the basis of such quotations as it considers appropriate. Notwithstanding the foregoing, for the purpose of any calculation under paragraph (d) above (A) with respect to any issuance of options under the Company's employee or director compensation stock option plans as in effect or as adopted by the Board of Directors of the Company on the date hereof, the term "current market price", in such instances, shall mean the fair market price on the date of the issuance of any such option determined in accordance with the Company's employee compensation stock option plans as in effect or adopted by the Board of Directors of the Company on the date hereof; and (B) with respect to any issuances of Common Stock (or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase shares of Common Stock) in connection with bona fide corporate transactions (other than issuances in such transactions for cash or similar consideration), the term "fair market price" shall mean the fair market price per share as determined in arm's-length negotiations by the Company and such other parties (other than affiliates or subsidiaries of the Company) to such transactions as reflected in the definitive documentation with respect thereto, unless such determination is not reasonably related to the closing market price on the date of such determination.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall pay a dividend in shares of its Common Stock (other than payments of Common Stock as interest on preferred stock), i) subdivide (split) its outstanding shares of Common Stock, (ii) combine (reverse split) its outstanding shares of Common Stock, Stock or (iii) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants Warrant immediately prior thereto shall be adjusted so that the each Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above had the Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall distribute to all holders of its shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distribution referred to in paragraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of the rights evidenced by the Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable by a fraction, the numerator of which shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the date of such distribution, and the Exercise Price denominator of which shall be correspondingly adjustedthe then current market price per share of Common Stock, less the then fair value (as reasonably determined by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of shares of capital stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of the Warrant, each Holder, upon the exercise of the rights evidenced by such Holder's Warrant Certificate any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Holder would have been entitled if such Holder had exercised the rights evidenced by such Warrant Certificate immediately prior thereto, all subject to further adjustment as provided in this Section 11.1; providedPROVIDED, howeverHOWEVER, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of the Warrant or upon the exercise of the rights evidenced by a Warrant Certificate. (c) For the purpose of any computation under paragraph (b) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily Closing Prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The selling price for each day (the "Closing Price") shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the counter market as reported by the Nasdaq National Market System, Nasdaq SmallCap System or OTC Bulletin Board or if not approved for quotation on the Nasdaq National Market System, Nasdaq SmallCap System or OTC Bulletin Board, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose. (d) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of the Warrant; and provided furtherPROVIDED, howeverHOWEVER, that any adjustments which by reason of this Section 11 paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (e) Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of the Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. (f) No adjustment in the number of Warrant Shares purchasable upon the exercise of the Warrant need be made under paragraph (b) if the Company issues or distributes to each Holder the rights, options, warrants or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Holder would have been entitled to receive had rights evidenced by the Warrant Certificate of such Holder been exercised prior to the happening of such event or the record date with respect thereto. No adjustment need be made for a change in the par value of the Warrant Shares. (g) In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of the Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Section 11 shall become effective immediately after 11, and the record date in the case other provisions of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivisionthis Agreement, combination or reclassification. The Holder shall be entitled with respect to participate in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior and Warrant Shares, shall apply as nearly equivalent as practicable on like terms to the record date for such rights offeringother securities.

Mechanical Adjustments. If The number of shares and the Exercise Price shall be subject to adjustment as follows: (i) In case the Company shall at any time after the date of this Warrant (a) declare or pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (b) subdivide (split) its outstanding shares of Common Stock, (c) combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as into a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the smaller number of shares of Common Stock or (d) issue any shares of its capital stock or other securities assets in a reclassification or reorganization of the Holder hereof Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is entitled to purchase pursuant to the Warrants immediately prior thereto continuing entity), this Warrant shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares and amount of Common Stock any other securities, cash or other securities property of the Company which he, she or it such Holder would have owned or would have been entitled to receive after the happening of any of the events described above above, had the this Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (i) shall become effective retroactive to the record date, if any, for such event. Any Warrant Shares purchasable as a result of such adjustment shall not be issued prior to the effective date of such event. (ii) In case the Company shall issue shares of its capital stock or rights, options or warrants to subscribe for or purchase, or other securities exchangeable for or convertible into, shares of Common Stock at a subscription, offering, exercise or conversion price per share which is lower than the current market price per share of Common Stock (as defined in paragraph (v) below) at the record date mentioned below, whether or not such options, warrants, exchangeable securities or convertible securities are immediately exercisable or convertible, the number of Warrant Shares shall be adjusted and shall then be determined by multiplying the number of Warrant Shares immediately prior to any adjustment in connection with such issuance by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding (exclusive of any treasury shares) on the record date for determining stockholders entitled to receive such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding (exclusive of any treasury shares) on the record date for determining stockholders entitled to receive such rights, options, warrants or other securities plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the current market price per shares of Common Stock at such record date. Such adjustment shall be made whenever such rights, options, warrants or other securities are issued, retroactive to the record date, if any, for such event. For purposes of this paragraph (ii), the "offering price" per share of Common Stock shall be determined by dividing (a) the total amount received or receivable by the Company in consideration of the issuance of such rights, options, warrants or other securities, plus the total consideration payable to the Company upon exercise thereof, by (b) the total number of shares of Common Stock covered by such rights, options, warrants or other securities. (iii) In case the Company shall issue shares of its capital stock or rights, options or warrants to subscribe for or purchase, or other securities exchangeable for or convertible into, shares of Common Stock at a subscription, offering, exercise or conversion price per share which is lower than the Warrant Price, whether or not such options, warrants, exchangeable securities or convertible securities are immediately exercisable or convertible, the number of Warrant Shares shall be adjusted and shall then be determined by multiplying the number of Warrant Shares immediately prior to any adjustment in connection with such issuance by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding (exclusive of any treasury shares) on the record date for determining stockholders entitled to receive such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding (exclusive of any treasury shares) on the record date for determining stockholders entitled to receive such rights, options, warrants or other securities plus the number of shares which the aggregate lower warrant price would purchase at the Warrant Price at such record date. Such adjustment shall be made whenever such rights, options, warrants or other securities are issued, retroactive to the record date, if any, for such event. For purposes of this paragraph (iii), the "lower warrant price" shall be determined by dividing (a) the total amount received or receivable by the Company in consideration of the issuance of such rights, options, warrants or other securities, plus the total consideration payable to the Company upon exercise thereof, by (b) the total number of shares of Common Stock covered by such rights, options, warrants or other securities. If any issuance by the Company would result in an adjustment under both this paragraph (iii) and under paragraph (ii) above, then only the greater adjustment need be effected. (iv) In case the Company shall distribute to any holder of its shares of Common Stock evidences of its indebtedness or assets (including securities and cash dividends), but excluding dividends or distributions referred to in paragraph (i) above or rights, options, warrants or other securities referred to in paragraph (ii) above, then in each case the number of Warrant Shares shall be determined by multiplying the number of Warrant Shares by a fraction, of which the numerator shall be the current market price per share of Common Stock (as defined in paragraph (v) below) on the record date for such distribution, and of which the denominator shall be such current market price per share of Common Stock, less the then fair value (as determined by the Board of Directors of the Company acting reasonably and in good faith) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. (v) For the purpose of any computation under paragraphs (ii) and (iv) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily closing prices for the 10 consecutive trading days prior to the earlier to occur of (a) the date as of which the market price is to be computed or (b) the last full trading day before the commencement of "ex-dividend" trading in the Common Stock relating to the event giving rise to the adjustment required by paragraph (ii) or (iv). The closing price for each day shall be the last such reported sales price regular way or, in case no such reported sales takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange or in the NASDAQ National Market System on which the shares of Common Stock are listed or to which such shares are admitted to trading, or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system, or if the Common Stock is not listed on the NASDAQ or any comparable system, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Board of Directors of the Company for that purpose. In the absence of all of the foregoing, the Board of Directors of the Company shall determine the current market price on the basis of such quotations as it reasonably and in good faith considers appropriate. In the event the Company's Common Stock is not then publicly traded or if any other reason the current market price per share cannot be determined pursuant to the foregoing provisions of this paragraph (iv), the appropriate current market price per share shall be the fair market value thereof (without regard to any transfer restrictions imposed by law or contract thereon or lack of liquidity thereof and without regard to any concentration of the ownership of the Common Stock among one or more holders thereof) as determined by an independent investment bank of national recognition selected, with the consent (not to be unreasonably withheld or delayed) of the Holder, by the Company. (vi) Whenever the number of Warrant Shares are adjusted as herein provided, the Exercise Price payable upon exercise of this Warrant shall be correspondingly adjusted; providedadjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, howeverof which the numerator shall be the number of Warrant Shares immediately prior to such adjustment, that no and of which the denominator shall be the number of Warrant Shares immediately thereafter. (vii) No adjustment in the number of shares and/or the Exercise Price Warrant Shares shall be required hereunder unless such adjustment would require result in an increase or decrease of at least one percent (1%) in such number and/or priceof the Exercise Price; and provided furtherPROVIDED, howeverHOWEVER, that any adjustments which by reason of this Section 11 paragraph (vii) are not required to be be, and are not so, made shall be carried forward and taken into account in at the earlier of the time of any subsequent adjustmentadjustment or three full years. An All calculations shall be made to the nearest one-hundredth of a cent or to the nearest one-thousandth of a share, as the case may be. (viii) No adjustment in the number of Warrant Shares need be made under paragraphs (ii), (iii) or (iv) if the Company issues or distributes to each Holder the rights, options, warrants or other securities or evidences of indebtedness or assets or cash referred to in those paragraphs which each Holder would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. (ix) For the purpose of this Section 4.B, the term "shares of Common Stock" shall mean (a) the classes of stock designated as the Common Stock of the Company at the date of this Warrant, (b) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value or (c) any other capital stock of the Company which is not by its terms restricted in amount or timing to the entitlement to dividends. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 subsection 4.B, the Holders shall become effective immediately after entitled to receive any securities of the record date in Company other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so receivable upon exercise of this Warrant and shall become effective immediately after the effective date in the case Exercise Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of Common Stock as if he, she or it had purchased the full number of shares as provisions with respect to which the Warrant remains unexercised immediately prior to the record date for such rights offeringShares contained in this Section 4.

Mechanical Adjustments. If (a) In case the Company Corporation shall at any time or from time to time after the date hereof (i) pay a dividend any dividend, or make any distribution, on the outstanding shares of Common Stock (or Common Stock Equivalents) in shares of its Common Stock Stock, (other than payments of Common Stock as interest on preferred stock), ii) subdivide (split) its the outstanding shares of Common Stock, (iii) combine (reverse split) its the outstanding shares of Common Stock, Stock into a smaller number of shares or (iv) issue by WGHI-MIOA\Warrant\DPF\EXECUTION D reclassification of its the shares of Common Stock any shares or other securities of capital stock of the CompanyCorporation, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entitythen and in each such case, the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants Exercise Price in effect immediately prior thereto to such event or the record date therefor, whichever is earlier, shall be adjusted so that the Holder Warrantholder shall be entitled to receive upon exercise the number and type of shares of Common Stock or other securities which he, she or it such Warrantholder would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised converted into Common Stock immediately prior to the happening of such eventevent or the record date therefor, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentwhichever is earlier. An adjustment made pursuant to this Section 11 3.01(a) shall become effective immediately after the record date (x) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. (b) If the Corporation shall take a stock record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution and shall become effective immediately after the effective date thereafter, and before such dividend or distribution is paid or delivered to stockholders entitled thereto, legally abandon its plan to pay or deliver such dividend or distribution, then no adjustment in the case Exercise Price then in effect shall be made by reason of the taking of such record, and any such adjustment previously made as a subdivisionresult of the taking of such record shall be reversed. (c) As used in this Section 3.01 the term "Common Stock" shall mean and include the Corporation's authorized Common Stock, combination par value $0.005 per share, as constituted on the date hereof, and shall also include any capital stock of any class of the Corporation thereafter authorized which shall neither be limited to a fixed sum or reclassification. The Holder shall percentage in respect of the rights of the holders thereof to participate in dividends nor be entitled to participate a preference in any subscription the distribution of assets upon the voluntary or other rights offering made to holders involuntary liquidation, dissolution or winding up of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offeringCorporation.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, or such event. (b) In case the Company shall issue rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them (for a period within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the then current market price per share of Common Stock (as defined in paragraph (d) below) the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the Exercise Price denominator shall be correspondingly adjustedthe number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its shares of Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or surplus legally available for dividends and dividends or distributions referred to in paragraph (a) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant, by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution. In the Company's sole discretion, in the event of a distribution by the Company to all holders of its shares of Common Stock of the capital stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this subsection 10.1; provided, however, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (d) For the purpose of any computation under paragraphs (b) and (c) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily closing prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The closing price for each day shall be the last reported sales price regular way or, in case no reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Company shall determine the current market price on the basis of such quotations as it considers appropriate. (e) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless and until such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (f) Whenever the number of shares purchasable upon the exercise of each Warrant is adjusted as provided in paragraphs (a), (b) and (c) above, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter. (g) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraphs (b) and (c) if the Company issues or distributes to each Holder of Warrants the rights, options, warrants, or convertible or exchangeable securities, or evidence of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made for sales of Warrant Shares pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value of the Warrant Shares. (h) For the purpose of this subsection 10.1, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (a) above, the Holders shall become effective immediately after entitled to purchase any shares of the record date in Company other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so purchasable upon exercise of each Warrant and shall become effective immediately after the effective date in the case Warrant Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of Common Stock as if he, she or it had purchased the full number of shares as provisions with respect to which the Warrant remains unexercised immediately prior Shares contained in paragraph (a) through (c), inclusive, above, and the provisions of Section 5 and subsections 10.2 through 10.4, inclusive, with respect to the record date for Warrant Shares, shall apply on like terms to any such rights offeringother shares.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend or make a distribution in shares of its Common Stock Stock, (other than payments of Common Stock as interest on preferred stock), ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Warrant such Warrants been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase event or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentrecord date with respect thereto. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and paragraph (a) shall become effective immediately after the effective date in of such event retroactive to the case of a subdivisionrecord date, combination or reclassificationif any, for such event. The Holder Such adjustment shall be entitled made successively whenever any event listed above shall occur. (i) In case the Company shall distribute to participate in any subscription or other rights offering made to all holders of its shares of Common Stock as if he(including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above or in subparagraph (ii) below) or rights, she options or it had purchased warrants, or convertible or exchangeable securities containing the full right to subscribe for or purchase shares of Common Stock, then in each case the number of shares Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the date of such distribution, and the denominator of which shall be the then current market price per share of Common Stock, less the then fair value (as reasonably determined by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such rights, options or warrants, or of such convertible or exchangeable securities applicable to which the Warrant remains unexercised immediately prior to the record date for one share of Common Stock. Such adjustment shall be made whenever any such rights offering.distribution is made and shall become

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows. (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto each Warrant shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise purchase the kind and number of Warrant Shares or other securities of the Company determined by multiplying the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to such event by a fraction (i) the numerator of which shall be the total number of outstanding shares of Common Stock or other securities which he, she or it would have owned or would have been entitled to receive immediately after the happening of any of the events described above had the Warrant been exercised immediately prior to the happening of such event, and (ii) the Exercise Price denominator of which shall be correspondingly adjusted; provided, however, that no adjustment in the total number of outstanding shares and/or the Exercise Price shall be required unless of Common Stock immediately prior to such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentevent. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and paragraph (a) shall become effective immediately after the effective date in of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options or warrants to all Holders of its outstanding Common Stock, without any charge to such Holders, entitling them (for a subdivision, combination period within 45 days after the record date mentioned below) to subscribe for or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders purchase shares of Common Stock as if heat a price per share which is lower at the record date mentioned below than the then current market price per share of Common Stock, she or it had purchased the full number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares as to which of Common Stock outstanding on the Warrant remains unexercised immediately prior to date of issuance of such rights, options or warrants plus the record date number of additional shares of Common Stock offered for such rights offering.subscription or purchase in connection with

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of the Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall at any time after the date of this Agreement (i) declare or pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as into a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the smaller number of shares of Common Stock or other securities (iv) issue any shares of its capital stock in a reclassification of the Holder hereof Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is entitled to purchase pursuant to the Warrants continuing entity), the number of Warrant Shares purchasable upon exercise of the Warrant immediately prior thereto shall be adjusted so that the Holder of the Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options or warrants to holders of its outstanding Common Stock entitling them (for a period within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the then current market price per share of Common Stock (as defined in paragraph (e) below), the number of Warrant Shares thereafter purchasable upon the exercise of the Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of the Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the Exercise Price denominator shall be correspondingly adjustedthe number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered (c) In case the Company shall distribute to holders of its shares of Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus legally available for payment of dividends at the time of any such payment or distribution, but excluding dividends or distributions referred to in paragraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of the Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of the Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (e) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of a distribution by the Company to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6.1; provided, however, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant other than adjustments required by this Section 6. (d) In case the Company shall issue shares of Common Stock or rights, options or warrants containing the right to subscribe for or purchase shares of Common Stock or securities convertible into Common Stock (excluding (i) shares, rights, options, warrants or convertible securities issued in any of the transactions described in paragraphs (a), (b) or (c) above, or (ii) Warrant Shares issued upon exercise of the Warrant), for a price per share of Common Stock, in the case of the (e) For the purpose of any computation under paragraphs (b), (c) and (d) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily closing prices for 10 consecutive trading days commencing 20 trading days before the date of such computation. The closing price for each day shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange or in the NASDAQ National Market System to which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system, or if the Common Stock is not listed on NASDAQ or a comparable system, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. ("NASD") selected from time to time by the Board of Directors of the Company for that purpose. In the absence of one or more such quotations, the Board of Directors of the Company shall determine the current market price on the basis of such quotations as it considers appropriate or in the case of securities which are not quoted, the Board of Directors of the Company shall determine the current market price based upon such information and advice as it considers appropriate. In the case of rights, options, warrants or convertible or exchangeable securities, the price per share of Common Stock shall be determined by dividing (x) the total amount received or receivable by the Company in consideration of the sale and issuance of such rights, options, warrants or convertible or exchangeable securities, plus the total consideration payable to the Company upon exercise or conversion or exchange thereof, by (y) the total number of shares of Common Stock covered by such rights, options, warrants or convertible or exchangeable securities. (f) Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of the Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter. (g) In case the Company shall sell or issue shares and/or of Common Stock or rights, options, warrants or convertible or exchangeable securities containing the Exercise right to subscribe or purchase shares of Common Stock in the following situations: (i) to officers, directors, consultants or employees of the Company pursuant to an employee stock option plan approved by the Company's shareholders either at a price not less than 95% of the current market price of the Company's Common Stock or in an amount (taking into account all prior sales or issuances excluded pursuant to this clause (i)) not greater than 5% of the total number of shares of Common Stock outstanding on a fully diluted basis; or (ii) to sellers of assets or interests in other enterprises in exchange for the arm's length acquisition of such assets or interests, there shall be no adjustment in the Warrant Price or the number of Warrant Shares either upon the initial issuance of such securities or upon the exercise or conversion thereof. (h) No adjustment in the number of Warrant Shares purchasable hereunder shall be required unless such adjustment would require result in an increase or decrease of at least one percent (1%) in such number and/or priceof the Warrant Price; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (h) are not required to be made shall be carried forward and taken into account in any subsequent adjustmentadjustment or upon exercise of the Warrant. An All calculations shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (i) No adjustment in the number of Warrant Shares purchasable upon the exercise of the Warrant need be made under paragraphs (b), (c), or (d) if the Company issues or distributes to the Holder of the Warrant the shares, rights, options, warrants, or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which the Holder of the Warrant would have been entitled to receive had the Warrant been exercised prior to the happening of such event or the record date with respect thereto. No adjustment in the number of Warrant Shares purchasable upon the exercise of the Warrant need be made for sales of Warrant Shares pursuant to a Company plan for reinvestment of (j) For the purpose of this Section 6.1, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes from no par value to par value, changes in par value, or changes from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (a) above, the Holder shall become effective immediately after entitled to purchase any securities of the record date in Company other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so purchasable upon exercise of the Warrant and shall become effective immediately after the effective date in the case Warrant Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in paragraphs (a) through (h), inclusive, above, and the provisions of Section 2 and Sections 6.2 through 6.3, inclusive, with respect to the Warrant Shares, shall apply on like terms to any subscription or such other rights offering made to holders securities; provided, however, that the Warrant Price shall at no time be less than the par value of the Common Stock of the Company; provided, further, that the Company shall reduce the par value of its Common Stock from time to time as if he, she or it had purchased the full number of shares as to which necessary so that such par value shall not be more than the Warrant remains unexercised immediately prior to the record date for such rights offeringPrice then in effect.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the Company exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case Sheridan shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock (other than payments or make a distribution to holders of Common Stock as interest on preferred stock)in shares of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of Sheridan (including any such reclassification in connection with a consolidation or merger in which Sheridan is the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entitysurviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of Sheridan which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto regardless of whether the Warrants are exercisable at the time of the happening of such event or at the time of any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case Sheridan shall issue rights, and options or warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the greater of (a) the Exercise Price or (b) the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) (the "Greater Price"), then in each such case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be correspondingly adjusteddetermined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of common stock so offered would purchase at the Greater Price. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. (c) In case Sheridan shall distribute to holders of its shares of Common Stock evidences of its indebtedness or assets (including cash dividends or other cash distributions) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of Sheridan) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of distribution by Sheridan to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Warrant Holder, upon the exercise thereof at any time after such distribution, shall be entitled to receive from Sheridan, such subsidiary or both, as Sheridan shall determine, the stock or other securities to which such Warrant Holder would have been entitled if such Warrant Holder had exercised such Warrant immediately prior thereto regardless of whether the Warrants are exercisable at such time, all subject to further adjustment as provided in this subsection 12.1; provided, however, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (d) [intentionally left blank] (e) For the purpose of any computation under paragraphs (b) or (c) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily closing prices of Sheridan's Common Stock, for 10 consecutive trading days commencing 30 trading days before the date of such computation. The closing price for each day shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Board of Directors of Sheridan shall determine the current market price, in good faith, on the basis of such quotations as it considers appropriate. (f) In any case in which this Section 12.1 shall require that any adjustment in the number of Warrant Shares be made effective as of or immediately after a record date for a specified event, Sheridan may elect to defer until the occurrence of the event the issuing to the holder of any Warrant exercised after that record date the shares and/or of Common Stock and other securities of Sheridan, if any, issuable upon the Exercise Price exercise of any Warrant over and above the shares of Common Stock and other securities of Sheridan, if any, issuable upon the exercise of any Warrant prior to such adjustment; provided, however, that Sheridan shall deliver to such Warrant Holder a due xxxx or other appropriate instrument evidencing the holder's right to receive such additional shares or securities upon the occurrence of the event requiring such adjustment. (g) No adjustment in the number of Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (h) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of such Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately after such adjustment. (i) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraphs (b) and (c) if Sheridan issues or distributes to each Warrant Holder the rights, options, warrants, or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Warrant Holder would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto regardless of whether the Warrants are exercisable at the time of the happening of such event or at the time of any record date with respect thereto. (j) For the purpose of this Section 12.1, the terms "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of Sheridan at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (a) above, the Warrant Holders shall become effective immediately after entitled to purchase any securities of Sheridan other than shares of Common Stock, thereafter the record date in number of such other securities so purchasable upon exercise of each Warrant and the case Exercise Price of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder such securities shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of Common Stock as if he, she or it had purchased the full number of shares as provisions with respect to which the Warrant remains unexercised immediately prior Shares contained in paragraphs (a) through (i), inclusive, above, and the provisions of Section 7 and Section 12.2 through 12.5, inclusive, with respect to the record date for Warrant Shares, shall apply on like terms to any such rights offeringother securities.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the Company exercise of each Warrant and the Warrant Exercise Price shall be subject to adjustment as follows: (a) In case the Bank shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (or "split) " its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common stock or (iv) issue by reclassification or recapitalization of its shares of Common Stock any shares other securities of the Bank, the Holder of the Warrant shall be entitled to purchase the number of Warrant Shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities Bank which he, she or it would have owned or he would have been entitled able to receive purchase after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case the Bank shall distribute to all holders of its shares of Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares purchasable upon the exercise of each Warrant before the occurrence of such event, and by a fraction, of which the Exercise Price numerator shall be correspondingly adjusted; providedthe then current market price per share of Common Stock (as defined in paragraph (c) below) on the date of such distribution, howeverand of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined by the Board of Directors of the Bank, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution. (c) For the purpose of any computation under paragraph (b) of this Section and Section 12, the current market price per share of Common Stock at any date shall be the average representative closing bid quotation as reported on OTC Bulletin Board or the Nasdaq or, in the event the Common Stock is listed on a securities exchange, the average closing sales price on the principal such exchange for the Common Stock for the five consecutive trading days ending the day prior to the date as of which such computation is made. In the event that no none of the above sources are available, the Board of Directors of the Bank shall determine the current market price based upon such information and evidence as they determine to be credible and relevant at the time. (d) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) % in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (e) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter. (f) For the purpose of this subsection 10.1, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Bank at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (a) above, the Holders shall become effective immediately after entitled to purchase any shares of the record date in Bank other than shares of Common Stock, thereafter the case number of a stock dividend or such other distribution shares so purchasable upon exercise of each Warrant and shall become effective immediately after the effective date in the case Warrant Exercise Price of a subdivision, combination or reclassification. The Holder such shares shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of Common Stock as if he, she or it had purchased the full number of shares as provisions with respect to which the Warrant remains unexercised immediately prior Shares contained in paragraphs (a) through (e), inclusive, above, and the provisions of Section 5 and subsections 10.2 and 10.3 with respect to the record date for Warrant Shares, shall apply on like terms to any such rights offeringother shares.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Warrant such Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall distribute to all holders of its shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the date of such distribution, and the Exercise Price denominator of which shall be correspondingly adjustedthe then current market price per share of Common Stock, less the then fair value (as reasonably determined by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 11.1; provided, however, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (c) For the purpose of any computation under paragraph (b) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily Closing Prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The selling price for each day (the "Closing Price") shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the counter market as reported by the Nasdaq National Market System or Nasdaq SmallCap System or if not approved for quotation on the Nasdaq National Market System or Nasdaq SmallCap System, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose. (d) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (e) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. (f) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraph (b) if the Company issues or distributes to each Holder of Warrants the rights, options, warrants or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment need be made for a change in the par value of the Warrant Shares. (g) In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Section 11 11, and the other provisions of this Agreement, with respect to the Warrant and Warrant Shares, shall become effective immediately after apply as nearly equivalent as practicable on like terms to such other securities. (h) Upon the record date in expiration of any rights, options, warrants or conversion or exchange privileges for which an adjustment was made hereunder, if any thereof shall not have been exercised, the case Warrant Price and the number of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) as if he(i) the only shares of Common Stock so issued were the shares of Common Stock, she if any, actually issued or it had purchased sold upon the full exercise of such rights, options, warrants or conversion or exchange rights and (ii) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, however, that no such readjustment shall have the effect of increasing the Warrant Price or decreasing the number of shares as to which of Common Stock purchasable upon the exercise of each Warrant remains unexercised immediately prior by an amount in excess of the amount of the adjustment initially made in respect to the record date for issuance, sale or grant of such rights offeringrights, options, warrants or conversion or exchange rights.

Mechanical Adjustments. If (a) Except as otherwise provided herein, for purposes of the applicable percentages set forth in the Warrants issued pursuant to this Agreement, the pro forma, fully diluted number of shares of the Company's Common Stock shall be deemed to mean and include (i) all shares of Common Stock issued and outstanding on the date of exercise; and (ii) all shares of Common Stock that are issuable upon the exercise of any then exercisable rights, options or warrants to purchase shares of Common Stock (including any unexercised Warrants issued pursuant to this Warrant Agreement); and (iii) all shares of Common Stock that are issuable upon the conversion of securities then convertible into shares of Common Stock; provided, however, that the pro forma, fully diluted number of shares of the Company's Common Stock shall not be deemed to include any shares of Common Stock (X) issued after the date hereof in a bona fide public offering registered under the Securities Act of 1933, as amended, or (y) any shares of Common Stock issuable upon the exercise of any stock purchase warrants issued in connection 4 with the Company's initial public offering consummated on December 20, 1993 (including any such warrants issued to the underwriters of such offering or upon the exercise of the over-allotment option granted to such underwriters) unless the expiration date of such warrants is extended beyond the expiration date in effect as of the date hereof (in which case, such warrants shall be deemed to be included in the calculation of the pro form, fully diluted number of shares of Common Stock). (b) The Exercise Price for each share of Common Stock purchasable upon the exercise of each Warrant (such shares being referred to in this Article III as the "WARRANT SHARES") shall be subject to adjustment in the event that the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) or reclassify its outstanding shares of Common Stock, Stock into a greater number of shares or (iii) combine (reverse split) or reclassify its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as into a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the smaller number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which he(each, she or it would have owned or would have been entitled to receive after the happening an "ADJUSTMENT EVENT"). As a result of any of such Adjustment Event, the events described above had the Exercise Price per Warrant been exercised Share in effect immediately prior to the happening of such event, and Share Adjustment Event shall be adjusted by multiplying the Exercise Price by a fraction, the numerator or which shall be correspondingly adjusted; provided, however, that no adjustment in one (1) and the denominator of which shall be the aggregate number of shares and/or (or fraction thereof) into which a single share of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock would be converted as if he, she or it had purchased a result of the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offeringAdjustment Event.

Mechanical Adjustments. If (a) In case the Company shall at any time or from time to time while this Warrant remains outstanding and unexpired (i) pay a dividend any dividend, or make any distribution, on the outstanding shares of Common Stock (or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock) in shares of its capital stock, including Common Stock Stock, (other than payments of Common Stock as interest on preferred stock), ii) subdivide (split) its the outstanding shares of Common Stock, (iii) combine (reverse split) its the outstanding shares of Common Stock, Stock into a smaller number of shares or (iv) issue by reclassification of its the shares of Common Stock any shares or other securities of capital stock of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entitythen and in each such case, the Exercise Price in effect immediately prior to such event or the record date therefor, whichever is earlier, shall be adjusted so that the Warrantholder shall be entitled to receive the number and type of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities capital stock which he, she or it such Warrantholder would have owned or would have been entitled to receive after the happening of any of the events described above had the such Warrant been exercised converted into Common Stock immediately prior to the happening of such eventevent or the record date therefor, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentwhichever is earlier. An adjustment made pursuant to this Section 11 4.01(a) shall become effective immediately after the record date (x) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. (b) If the Company shall take a stock record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution and shall become effective immediately after the effective date thereafter, and before such dividend or distribution is paid or delivered to stockholders entitled thereto, legally abandon its plan to pay or deliver such dividend or distribution, then no adjustment in the case Exercise Price then in effect shall be made by reason of the taking of such record, and any such adjustment previously made as a subdivisionresult of the taking of such record shall be reversed. (c) As used in this Section 4.01 the term "Common Stock" shall mean and include the Company's authorized Common Stock, combination par value $.0l per share, as constituted on the date hereof, and shall also include any capital stock of any class of the Company thereafter authorized which shall neither be limited to a fixed sum or reclassification. The Holder shall percentage in respect of the rights of the holders thereof to participate in dividends nor be entitled to participate a preference in any subscription the distribution of assets upon the voluntary or other rights offering made to holders involuntary liquidation, dissolution or winding up of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offeringCompany.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the Company exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case Sheridan shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock (other than payments or make a distribution to holders of Common Stock as interest on preferred stock)in shares of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of Sheridan (including any such reclassification in connection with a consolidation or merger in which Sheridan is the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entitysurviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of Sheridan which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto regardless of whether the Warrants are exercisable at the time of the happening of such event or at the time of any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In case Sheridan shall issue rights, and options or warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the greater of (a) the Exercise Price or (b) the then current market price per share of Common Stock (as determined in (c) In case Sheridan shall distribute to holders of its shares of Common Stock evidences of its indebtedness or assets (including cash dividends or other cash distributions) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be correspondingly adjusteddetermined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as determined in accordance with paragraph (e) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of Sheridan) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of distribution by Sheridan to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Warrant Holder, upon the exercise thereof at any time after such distribution, shall be entitled to receive from Sheridan, such subsidiary or both, as Sheridan shall determine, the stock or other securities to which such Warrant Holder would have been entitled if such Warrant Holder had exercised such Warrant immediately prior thereto regardless of whether the Warrants are exercisable at such time, all subject to further adjustment as provided (d) [intentionally left blank] (e) For the purpose of any computation under paragraphs (b) or (c) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily closing prices of Sheridan's Common Stock, for 10 consecutive trading days commencing 30 trading days before the date of such computation. The closing price for each day shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Board of Directors of Sheridan shall determine the current market price, in good faith, on the basis of such quotations as it considers appropriate. (f) In any case in which this Section 12.1 shall require that any adjustment in the number of Warrant Shares be made effective as of or immediately after a record date for a specified event, Sheridan may elect to defer until the occurrence of the event the issuing to the holder of any Warrant exercised after that record date the shares of Common Stock and other securities of Sheridan, if any, issuable upon the exercise of any Warrant over and above the shares of Common Stock and other securities of Sheridan, if any, issuable upon the exercise of any Warrant prior to such adjustment; provided, however, that no Sheridan shall deliver to such Warrant Holder a due bill or other appropriate instrument evidencing the holder's right to receive such additional shares or securities upon the occurrence of the event requiring such adjustment. (g) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 paragraph (g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (h) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable (i) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraphs (b) and (c) if Sheridan issues or distributes to each Warrant Holder the rights, options, warrants, or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Warrant Holder would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto regardless of whether the Warrants are exercisable at the time of the happening of such event or at the time of any record date with respect thereto. (j) For the purpose of this Section 12.1, the terms "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of Sheridan at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 11 paragraph (a) above, the Warrant Holders shall become effective immediately after entitled to purchase any securities of Sheridan other than shares of Common Stock, thereafter the record date in number of such other securities so purchasable upon exercise of each Warrant and the case Exercise Price of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder such securities shall be entitled subject to participate adjustment from time to time in any subscription or other rights offering made a manner and on terms as nearly equivalent as practicable to holders of Common Stock as if he, she or it had purchased the full number of shares as provisions with respect to which the Warrant remains unexercised immediately prior Shares contained in paragraphs (a) through (i), inclusive, above, and the provisions of Section 7 and Section 12.2 through 12.5, inclusive, with respect to the record date for Warrant Shares, shall apply on like terms to any such rights offeringother securities.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Exercise Price shall be subject to adjustment as follows: (a) Adjustment for Change in Capital Stock. Subject to paragraph (b) below, in case the Company shall (i) pay a dividend on its outstanding shares of Common Stock in shares of its Common Stock (other than payments or make a distribution of shares of Common Stock as interest on preferred stock), subdivide (split) its outstanding shares of Common Stock, combine (reverse splitii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, issue (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock any shares or Stock, other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another is the surviving entity), then the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it such Holder would have owned or would have been entitled to receive after upon the happening of any of the events described above had the such Warrant been exercised in full immediately prior to the happening of such eventevent or any record date with respect thereto. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be correspondingly adjusted; provided, however, that no subject to adjustment on terms substantially identical to those applicable to Common Stock in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment9. An adjustment made pursuant to this Section 11 paragraph (a) shall become effective immediately after the record date in the case of a stock dividend or other distribution and shall become effective for such event or, if none, immediately after the effective date in the case of a subdivision, combination or reclassificationsuch event. The Holder Such adjustment shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for successively whenever such rights offeringan event occurs.

Mechanical Adjustments. The number of Warrant Shares purchasable upon the exercise of each Warrant, the Warrant Price payable in connection therewith and the Termination Minimum Price shall be subject to adjustment from time to time as follows: (a) If the Company shall at any time pay a dividend on its Common Stock (including, if applicable, shares of such stock held by the Company in treasury) in shares of its Common Stock (other than payments of Common Stock as interest on preferred stock)Stock, subdivide (split) its outstanding shares of Common Stock, Stock into a larger number of shares or combine (reverse split) its outstanding shares of Common Stock, issue by reclassification Stock into a smaller number of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entityshares, the number of shares Warrant Shares issuable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants this Warrant immediately prior thereto shall be adjusted so that this Warrant shall thereafter be exercisable for the Holder shall be entitled number of Warrant Shares equal to receive upon exercise the number of shares of Common Stock or other securities which he, she or it the Holder would have owned or would have been entitled to receive held after the happening of any of the events described above had the this Warrant been exercised in full immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 paragraph (a) shall become effective immediately after retroactively to the record date in the case of a stock dividend or other distribution and shall become effective immediately after on the effective date in the case of a subdivision, combination subdivision or reclassification. The Holder combination. (b) If the Company shall be entitled issue rights or warrants to participate in any subscription or other rights offering made to all holders of shares of Common Stock for the purpose of entitling them (for a period not exceeding forty-five (45) days from the date of issuance) to subscribe for or purchase shares of Common Stock at a price per share (taking into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors) less than the average market price per share (determined as if heprovided below) of the Common Stock on the declaration date for such issuance, she or it had purchased then in each such case, the full number of Warrant Shares thereafter issuable upon exercise of this Warrant after such record date shall be determined by multiplying the number of Warrant Shares issuable upon exercise of this Warrant on the date immediately preceding such declaration date by a fraction, the numerator of which shall be the sum of the number of shares as to of Common Stock outstanding on such declaration date and the number of additional shares of Common Stock so offered for subscription or purchase in connection with such rights or warrants, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding on such declaration date and the number of shares of Common Stock which the aggregate offering price of the total number of shares so offered would purchase at such average market price; provided, however, if all the shares of Common Stock offered for subscription or purchase are not delivered upon the exercise of such rights or warrants, upon the exercise of such rights or warrants the number of Warrant remains unexercised immediately prior Shares issuable upon exercise of this Warrant shall thereafter be readjusted to the number of Warrant Shares which would have been in effect had the numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of shares of Common Stock actually delivered upon the exercise of such rights or warrants rather than upon the number of shares of Common Stock offered for subscription or purchase. Such adjustment shall be made whenever any such rights or warrants are issued, and shall become effective on the date of issuance retroactive to the record date for determination of shareholders entitled to receive such rights offeringor warrants. For the purposes of this paragraph (b), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. (c) If the Company shall distribute to all the holders of Common Stock (i) any rights or warrants to subscribe for or purchase any security of the Company (other than those referred to in paragraph (b) above) or any evidence of indebtedness or other securities of the Company (other than Common Stock), or (ii) assets (other than cash) having a fair market value (as determined in a resolution adopted by the Board of Directors of the Company, which shall be conclusive evidence of such fair market value) in an amount during any 12-month period equal to more than 10% of the market capitalization (as defined below) of the Company, then in each such case the number of Warrant Shares issuable upon exercise of this Warrant shall be, after the record date for determination of the shareholders entitled to receive such distribution, determined by multiplying the number of Warrant Shares issuable upon exercise of this Warrant on the day immediately preceding the date of declaration or authorization by the Board of Directors of the Company of such distribution by a fraction, the numerator of which shall be the average market price per share (determined as provided in paragraph (e) below) of the Common Stock on such declaration date, and the denominator of which shall be such average market price per share less the then fair market value (as determined by the Board of Directors of the Company as provided above) of the portion of the assets, rights, warrants, evidences of indebtedness or other securities so distributed applicable to one share of Common Stock. Such adjustment shall become effective retroactively immediately after the declaration date. The term "market capitalization" shall mean an amount determined by multiplying the number of shares of Common Stock outstanding on such declaration date by the average market price per share (determined as provided in paragraph (e) below) of the Common Stock on such declaration date.

Mechanical Adjustments. If The number of shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall pay at any time after the date of this Agreement (i) declare a dividend in shares of its on the Common Stock (other than payments of Common Stock as interest on preferred stock), subdivide (split) its outstanding payable in shares of Common Stock, combine (reverse splitii) its subdivide the outstanding shares of Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue by any shares of its capital stock in a reclassification of its shares of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Warrant Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and/or the number and kind of shares or other securities issuable upon exercise of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto on such date shall be proportionately adjusted so that after such time the Holder Investor shall be entitled to receive upon exercise the aggregate number and kind of shares of Common Stock or other securities which hewhich, she or it would have owned or would have been entitled to receive after the happening of any of the events described above if such Warrant had the Warrant been exercised immediately prior to such date and at a time when the happening Common Stock transfer books of the Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such eventdividend, and the Exercise Price subdivision, combination or reclassification. Such adjustment shall be correspondingly adjusted; provided, however, that no made successively whenever any event listed above shall occur. (b) No adjustment in the number of shares and/or the Exercise Warrant Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) $.25 in such number and/or price; and provided furtherprovided, however, that any adjustments which by reason of this Section 11 6.1(b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to All calculations under this Section 11 6.1 shall become effective immediately after be made to the record date in nearest cent and to the nearest one-hundredth of a share, as the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders may be. (c) Shares of Common Stock as if he, she or it had purchased at any time owned by the full number Company shall not be deemed to be outstanding for purposes of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offeringany computation under this Section 6.1.

Mechanical Adjustments. If The number and kind of securities purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment from time to time as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock (other than payments or make a distribution in shares of Common Stock as interest on preferred stock)Stock, (ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior each Warrant without giving effect thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it such Holder would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Warrant such Warrants been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase event or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentrecord date with respect thereto. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall distribute to all holders of its shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and in compliance with applicable law and dividends or distributions referred to in paragraph (a) above or in the paragraph immediately following this paragraph), or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of a subdivision, combination or reclassification. The Holder Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be entitled to participate determined by multiplying the number of Warrant Shares purchasable upon the exercise of each Warrant without giving effect thereto by a fraction, the numerator of which shall be the current market price per share of Common Stock (as defined in any subscription or other rights offering made to holders paragraph (c) below) as of the record date for such distribution or, if there is no record date with respect thereto then as of the date of such distribution, and the denominator of which shall be the current market price per share of Common Stock as if heof such date, she less the fair value (as reasonably determined by the Board of Directors of the Company) of the portion of the assets or it had purchased evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on the full number date of shares as to which the Warrant remains unexercised immediately prior distribution retroactive to the record date for the determination of stockholders entitled to receive such rights offeringdistribution. Notwithstanding the foregoing, however, no adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under this paragraph if the Company issues or distributes to each Holder of Warrants the rights, options, warrants or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment need be made for a change in the par value of the Warrant Shares. In the event of a distribution by the Company to all holders of its shares of Common Stock or of the stock of a subsidiary of securities convertible into or exercisable for such stock (other than as described in subparagraph (a)(iv) above), then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this SECTION 11.1; PROVIDED, HOWEVER, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (c) For the purpose of any computation under paragraph (b) of this Section, the current market price per share of Common Stock as of any date shall be the average of the daily Closing Prices for 20 consecutive trading days on which such Common Stock actually was traded commencing 30 trading days before the date of such computation. The "CLOSING PRICE" for any day shall be the last such reported sales price regular way for a share of Common Stock on that day on the principal national securities exchange or national market system on which the shares of Common Stock are listed or admitted to trading or, if not so listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the counter market or if not approved for such trading, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose.

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of its Common Stock Stock, (other than payments of Common Stock as interest on preferred stock), ii) subdivide (split) its outstanding shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another entityis the surviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Warrant such Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall distribute to all holders of its shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distribution referred to in paragraph (a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the date of such distribution, and the Exercise Price denominator of which shall be correspondingly adjustedthe then current market price per share of Common Stock, less the then fair value (as reasonably determined by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 11.1; providedPROVIDED, howeverHOWEVER, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant or upon the exercise of a Warrant. (c) For the purpose of any computation under paragraph (b) of this Section, the current market price per share of Common Stock at any date shall be the average of the daily Closing Prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The selling price for each day (the "Closing Price") shall be the last such reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the counter market as reported by the Nasdaq National Market System or Nasdaq SmallCap System or if not approved for quotation on the Nasdaq National Market System or Nasdaq SmallCap System, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose. (d) No adjustment in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such the number and/or priceof Warrant Shares purchasable upon the exercise of each Warrant; and provided furtherPROVIDED, howeverHOWEVER, that any adjustments which by reason of this Section 11 paragraph (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations shall be made to the nearest one-thousandth of a share. (e) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. (f) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraph (b) if the Company issues or distributes to each Holder of Warrants the rights, options, warrants or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment need be made for a change in the par value of the Warrant Shares. (g) In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Section 11 11, and the other provisions of this Agreement, with respect to the Warrant and Warrant Shares, shall become effective immediately after apply as nearly equivalent as practicable on like terms to such other securities. (h) Upon the record date in expiration of any rights, options, warrants or conversion or exchange privileges for which an adjustment was made hereunder, if any thereof shall not have been exercised, the case Warrant Price and the number of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) as if he(i) the only shares of Common Stock so issued were the shares of Common Stock, she if any, actually issued or it had purchased sold upon the full exercise of such rights, options, warrants or conversion or exchange rights and (ii) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; PROVIDED, HOWEVER, that no such readjustment shall have the effect of increasing the Warrant Price or decreasing the number of shares as to which of Common Stock purchasable upon the exercise of each Warrant remains unexercised immediately prior by an amount in excess of the amount of the adjustment initially made in respect to the record date for issuance, sale or grant of such rights offeringrights, options, warrants or conversion or exchange rights.