Common use of Method of Exercise and Payment Clause in Contracts

Method of Exercise and Payment. a. This Warrant may be exercised by delivery of this Warrant Certificate and the duly completed and executed form of election to purchase attached hereto setting forth the number of Warrants to be exercised, together with the full Exercise Price of the Common Stock being purchased. b. Upon receipt of this Warrant Certificate with the exercise form duly executed, together with the Exercise Price in full, the Company shall make deliver of certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Registered Owner. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check payable to the order of, or bank wire transfer to, the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value of the Common Stock subject to these Warrants exceeds the Exercise Price; or (iii) by cancellation of debt owed by the Company to the Registered Owner. For purposes of cashless exercise, Fair Market Value of the Common Stock shall be closing sale price of the Common Stock on the last trading day prior to exercise of the Warrants.

Method of Exercise and Payment. a. This Warrant may (a) Exercise of the Option shall be by written notice, in a form substantially as attached to this Agreement as Schedule A, delivered or mailed to the Secretary of the Company at its principal office and specifying the number of Shares as to which the Option is being exercised and identifying the Option by date of grant. Such notice shall be accompanied by the full amount of the Exercise Price for the Shares to be purchased in cash or by certified check, or by delivery of this Warrant Certificate and the duly completed and executed form of election to purchase attached hereto setting forth the number of Warrants to be exercised, together with the full Exercise Price of the Common Stock being purchased. b. Upon receipt of this Warrant Certificate with the exercise form duly executed, together with the Exercise Price in full, the Company shall make deliver of certificates evidencing the total number of whole shares of Common Stock issuable upon such exercise, owned by you for at least six months (“Optionee Stock”) in such names and denominations as are required for delivery to, full or in accordance with the instructions of the Registered Owner. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and partial payment of the Exercise Price, whichever shall last occur; provided, that if . You will receive a credit against the books purchase price of the Company with respect Shares as to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required Option is being exercised equal to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check payable to the order of, or bank wire transfer to, the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value of such Optionee Stock as of the Common close of the business day immediately preceding the date of delivery of the notice of election to exercise the Option. Any Optionee Stock subject being delivered must be accompanied by a duly executed assignment to these Warrants exceeds the Exercise Price; or (iii) by cancellation of debt owed by the Company to in blank or with stock powers attached, together with a written representation that such shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Registered OwnerCompany shall determine. For purposes Only whole shares of cashless exercise, Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Price of the Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of shares of the Company. The Committee may, in its discretion, refuse to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares with respect to which such Option is being exercised. If Common Stock is publicly traded, the Committee, in its discretion, may also permit you to pay the Exercise Price in cash by delivering to the Company a copy of irrevocable instructions to a broker to deliver promptly to the Company an amount of sale or loan proceeds. (b) It shall be closing sale price a condition to the Company’s obligation to deliver Common Shares upon exercise of any portion of the Common Stock on Option that you pay, or make provisions satisfactory to the last trading day prior Company, for the payment of any taxes which the Company or any subsidiary is obligated to withhold or collect with respect to such exercise of or otherwise with respect to the WarrantsOption.

Method of Exercise and Payment. a. This Warrant Once exercisable, an Option may be exercised in whole or in part by delivery the Optionee by delivering to the Secretary of this Warrant Certificate the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the duly completed Optionee exercises and executed sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form of election to purchase attached hereto setting forth as may be required by the Corporation, specifying the number of Warrants the Option Shares the Optionee then desires to acquire (the "Exercise Notice"). The Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be exercised, together with the full Exercise Price of the Common Stock being purchased. b. Upon receipt of this Warrant Certificate with the exercise form duly executed, together with the Exercise Price in full, the Company shall make deliver of certificates evidencing the total number of shares of Common Stock issuable acquired upon such exercise. Such payment will be made in cash, by personal or certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in such names its sole discretion) and denominations as are required applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by the Participant for delivery toat least six months, or (b) some other form of payment acceptable to the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the instructions terms of the Registered Owner. Such Common Stock certificates Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be promptly delivered to the Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, delivery of the proceeds of such sale shall be deemed made to be issued, and a brokerage account maintained in the person to whom such shares name of Common Stock are issued of record shall be deemed to have become a holder of record the Optionee with the administrator of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer booksprogram. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check payable to the order of, or bank wire transfer to, the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value of the Common Stock subject to these Warrants exceeds the Exercise Price; or (iii) by cancellation of debt owed by the Company to the Registered Owner. For purposes of cashless exercise, Fair Market Value of the Common Stock shall be closing sale price of the Common Stock on the last trading day prior to exercise of the Warrants.

Method of Exercise and Payment. a. This Warrant may 4.1 Exercise of the Option shall be exercised by written notice, in a form substantially as attached to this Agreement as Exhibit A, delivered or mailed to the Secretary of the Company at its principal office specifying the number of Option Shares as to which the Option is being exercised, and identifying the Option by date of grant. Such notice shall be accompanied by the full amount of the Exercise Price for the Option Shares to be purchased in cash or by certified check, or by delivery of this Warrant Certificate and the duly completed and executed form of election to purchase attached hereto setting forth the number of Warrants to be exercised, together with the full Exercise Price of the Common Stock being purchased. b. Upon receipt of this Warrant Certificate with the exercise form duly executed, together with the Exercise Price in full, the Company shall make deliver of certificates evidencing the total number of whole shares of Common Stock issuable upon such exercise, owned by you for at least six months ("Purchased Stock") in such names and denominations as are required for delivery to, full or in accordance with the instructions of the Registered Owner. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and partial payment of the Exercise Price, whichever shall last occur; provided, that if . You will receive a credit against the books purchase price of the Company with respect Option Shares as to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required Option is being exercised equal to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check payable to the order of, or bank wire transfer to, the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value of such Purchased Stock as of the Common close of the business day immediately preceding the date of delivery of the notice of election to exercise the Option. Any Purchased Stock subject being delivered must be accompanied by a duly executed assignment to these Warrants exceeds the Exercise Price; or (iii) by cancellation of debt owed by the Company to in blank or with stock powers attached, together with a written representation that such shares of Purchased Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Registered OwnerCompany shall determine. For purposes Only whole shares of cashless exercise, Purchased Stock with a Fair Market Value up to, but not exceeding, the Exercise Price of the Common Option Shares as to which the Option is being exercised will be accepted hereunder. Purchased Stock may be delivered at the office of the Company or at the offices of the transfer agent appointed for the transfer of shares of the Company. The Committee may, in its discretion, refuse to accept any tendered payment in the form of Purchased Stock, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Option Shares with respect to which such Option is being exercised. 4.2 It shall be closing sale price a condition to the Company's obligation to deliver the Option Shares upon exercise of any portion of the Common Stock on Option that you pay, or make provisions satisfactory to the last trading day prior Company, for the payment of any taxes which the Company or any subsidiary is obligated to withhold or collect with respect to such exercise of or otherwise with respect to the WarrantsOption.

Method of Exercise and Payment. a. This Warrant All or part of the Options may be exercised by delivery the Employee upon (a) the Employee’s written notice to Holding of this Warrant Certificate exercise, (b) the Employee’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered shares of Holding Common Stock owned by the Employee for at least six (6) months (or such longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) at any time following a Public Offering, in a combination of cash and Holding Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Employee’s execution of the Stockholders Agreement and the duly completed Registration Rights Agreement in order to become a party to such agreements with respect to the shares of Holding Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and executed form of election to purchase attached hereto setting forth the number of Warrants to be exercised, together with the payment in full Exercise Price of the exercise price of any Options and, if applicable, receipt of evidence of the Employee’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, Holding shall deliver to the Employee a certificate or certificates representing the shares of Holding Common Stock being purchased. b. Upon receipt of this Warrant Certificate with acquired upon the exercise form duly executedof such Options, together with registered in the Exercise name of the Employee, provided that, if Holding, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such Holding Common Stock, such certificates shall bear the appropriate legend. In addition to the other methods for paying the Option Price provided for in fullthis Section 3, Employee may pay the Company shall make deliver of certificates evidencing the total Option Price by having Holding retain a number of shares of Holding Common Stock that would otherwise be issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions on exercise of the Registered Owner. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become Options having a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check payable to the order of, or bank wire transfer to, the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value equal to such Option Price. It is agreed that Employee may satisfy clause (a) above by delivering written notice to Holding of his desire to pay the Option Price as described in the preceding sentence on or before the Exercise Date and clause (c) above by being reasonably available to execute such agreements on or before the Exercise Date (although Holding may, in its sole discretion, defer issuance of any Holding Common Stock subject to these Warrants exceeds the Exercise Price; or (iii) by cancellation of debt owed by the Company to the Registered Owner. For purposes of cashless exercise, Fair Market Value of the Common Stock shall be closing sale price of the Common Stock on the last trading day prior to exercise of the Warrantsuntil such agreements are actually executed).

Method of Exercise and Payment. a. This Warrant for Shares Subject to this Agreement, you may exercise all or part of the Option (in whole shares only) by providing a written notice (or notice through another previously approved method, which could include a voice- or e-mail system) to the Assistant Secretary of the Company or to whomever the Administrator designates, on or before the date the Option expires. Each such notice must satisfy whatever procedures then apply to the Option and must contain such representations (statements from you about your situation) as the Company requires. You must, at the same time, pay the Exercise Price using one or more of the methods described below. Please note that until the Company notifies you otherwise, or unless you indicate otherwise on your notice of option exercise, all exercises of the Option will be exercised by delivery of this Warrant Certificate and the duly completed and executed form of election to purchase attached hereto setting forth done or a “Net Exercise” basis. Net Exercise The Company delivers the number of Warrants shares to be you that equals the number of Option Shares for which the Option was exercised, together reduced by the number of whole shares of common stock with a Fair Market Value on the full Exercise Price date of the Common Stock being purchased. b. Upon receipt of this Warrant Certificate with the exercise form duly executed, together with equal to the Exercise Price in fulland the minimum tax withholding required by law; to the extent the combined value of the whole shares of common stock, valued at their Fair Market Value on the date of exercise, is not sufficient to equal the Exercise Price and minimum tax withholding obligation, the Company shall make deliver of certificates evidencing will withhold the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery toadditional amount from your next pay check, or if you are not employed by the Company, you must pay the additional amount in accordance with cash to the instructions Company before delivery of the Registered Owner. Such Common Stock shares will be made to you; Cashless Exercise an approved cashless exercise method, including directing the Company to send the stock certificates shall be deemed (or other acceptable evidence of ownership) to be issuedissued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price and any required tax withholdings (at the minimum required level); or Cash/Check cash, and a cashier’s or certified check in the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment amount of the Exercise Price, whichever shall last occur; providedand any required tax withholdings, that if payable to the books order of the Company. Tax Withholding The Company with respect shall have the right to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, deduct applicable federal and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable state income and employment taxes upon the exercise of Warrants are closed for all or any reasonportion of the Option, but in no event in excess of the minimum withholding required by law. If the Option is exercised using the Net Exercise method referenced above, the Company minimum level of tax withholding shall not be required to make deliver satisfied for purposes of certificates this paragraph, provided payment for the securities purchasable upon such exercise until the date of the reopening of said transfer books. c. Subject to Section (1)(b)fractional share, if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasionany, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or is made in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Net Exercise Periodparagraph set forth above. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check payable to the order of, or bank wire transfer to, the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value of the Common Stock subject to these Warrants exceeds the Exercise Price; or (iii) by cancellation of debt owed by the Company to the Registered Owner. For purposes of cashless exercise, Fair Market Value of the Common Stock shall be closing sale price of the Common Stock on the last trading day prior to exercise of the Warrants.

Method of Exercise and Payment. a. This Warrant may Exercise of the Option shall be by written notice, in a form substantially as attached to this Agreement as Schedule A, delivered or mailed to the Secretary of the Company at its principal office specifying the number of Common Shares as to which the Option is being exercised and identifying the Option by date of grant. Such notice shall be accompanied by the full amount of the Option exercise price for the Common Shares to be purchased in cash or by certified check or by delivery of this Warrant Certificate and whole Common Shares owned by you ("Optionee Stock") in full or partial payment of the duly completed and executed form exercise price. You will receive a credit against the purchase price of the Common October 21, 1998 Page 3 Shares as to which the Option is being exercised equal to the Fair Market Value as defined in the Plan of such Optionee Stock as of the close of the business day immediately preceding the date of delivery of the notice of election to purchase attached hereto setting forth exercise the number Option. Any Common Shares of Warrants Optionee Stock being delivered must be accompanied by a duly executed assignment to be exercisedthe Company in blank or with stock powers attached, together with a written representation that such Common Shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the full Exercise Company shall determine. Only whole Common Shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Purchase Price of the Common Stock Shares as to which the Option is being purchased. b. Upon receipt of this Warrant Certificate with the exercise form duly executed, together with the Exercise Price in full, the Company shall make deliver of certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions exercised will be accepted hereunder. Delivery of the Registered Owner. Such Common Shares of Optionee Stock certificates shall may be deemed to be issued, and made at the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books office of the Company with respect to or at the offices of the transfer agent appointed for the transfer of Common Stock are then closedShares of the Company. The Committee may, such shares shall be deemed in its discretion, refuse to be issued, and accept any tendered payment in the person to whom such shares form of Common Stock are issued Shares in which case it shall deliver the tender back to you and notify you of record shall be deemed its refusal. In order to have become a record holder of preserve your rights under any Option, you must, within three business days after such sharesnotification, as of tender to the date on Company the cash or certified check required to pay for the Common Shares with respect to which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer booksOption is being exercised. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check payable to the order of, or bank wire transfer to, the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value of the Common Stock subject to these Warrants exceeds the Exercise Price; or (iii) by cancellation of debt owed by the Company to the Registered Owner. For purposes of cashless exercise, Fair Market Value of the Common Stock shall be closing sale price of the Common Stock on the last trading day prior to exercise of the Warrants.

Method of Exercise and Payment. a. This Warrant (a) When exercisable under Paragraphs 2, 3 and 4, the Option may be exercised by delivery of this Warrant Certificate and written notice, pursuant to Paragraph 9, to the duly completed and executed form of election to purchase attached hereto setting forth Company's Secretary specifying the number of Warrants Option Shares to be exercisedpurchased and, together unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee's acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. Notwithstanding the foregoing, if the Company determines that issuance of the Option Shares should be delayed pending (A) registration under federal or state securities laws, (B) the receipt of an opinion that an appropriate exemption from such registration is available, (C) the listing or inclusion of the Option Shares on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the full Exercise issuance of such Shares, the Company may defer exercise of any Option granted hereunder until any of the events described in this Subsection 6(a) has occurred. (b) The notice shall be accompanied by payment of the aggregate Option Price of the Common Stock Option Shares being purchased. b. Upon receipt of this Warrant Certificate with the exercise form duly executed, together with the Exercise Price in full, the Company shall make deliver of certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Registered Owner. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by purchased (i) in cash, (ii) by certified check or bank cashier's check payable to the order of, or bank wire transfer to, of the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value of the Common Stock subject to these Warrants exceeds the Exercise Price; or (iii) by cancellation such other mode of debt owed by payment as the Committee (c) The Company shall have the right to require the Optionee to remit or otherwise make available to the Company an amount sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the Registered Ownerdelivery or transfer of any certificate or certificates for Option Shares. For purposes The Company's obligation to make any delivery or transfer of cashless exercise, Fair Market Value of the Common Stock Option Shares shall be closing sale price of the Common Stock conditioned on the last trading day prior Optionee's compliance with any withholding requirement to exercise of the WarrantsCompany's satisfaction.

Method of Exercise and Payment. a. This Warrant 3.1 The Grantee shall exercise this Option by delivering to the Company at its principal executive offices, to the attention of its Stock Plan Administrator, on any business day (the “Exercise Date”) a written notice, in such manner and form as may be exercised required by delivery of this Warrant Certificate and the duly completed and executed form of election to purchase attached hereto setting forth Company, specifying the number of Warrants the Shares the Grantee desires to acquire (the “Exercise Notice”). The Exercise Notice shall be accompanied by payment of the aggregate per share Exercise Price for such number of the Shares to be exercised, together with acquired upon such exercise and the full Exercise Price original executed copy of the Common this Stock being purchasedOption Agreement. b. Upon receipt 3.2 Payment of this Warrant Certificate with the exercise form duly executed, together with the Exercise Price may be made: (i) in full, cash; (ii) by certified or bank cashier’s check payable to the Company shall make deliver of certificates evidencing the total number Company; (iii) by wire transfer; (iv) by tender of shares of the Company’s Common Stock issuable upon such exercise, in such names that have been held by the Grantee for at least six months prior to the Exercise Date and denominations as are required for delivery to, or in accordance with have an aggregate Fair Market Value on the instructions of the Registered Owner. Such Common Stock certificates shall be deemed Exercise Date equal to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occurand, if applicable, delivery of powers with all required transfer tax stamps affixed; provided, that if the books or (v) by any combination of the Company with respect to foregoing. The “Fair Market Value” of a share of the transfer of Company’s Common Stock are then closed, such shares on any Exercise Date shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the company shall next be open be: (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered i) for exercise within any period during which the transfer books Common Stock shall not be listed for trading in a national securities exchange, but when prices for the Common Stock shall be reported by the National Market of the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) or the Over- the-Counter Bulletin Board Market (“OTCBB”), the last transaction price per share as quoted by the National Market of NASDAQ or the OTCBB; (ii) for any period during which the Common Stock shall not be listed for trading on a national securities exchange or its price reported by the National Market of NASDAQ or the OTCBB, but when prices for the Common Stock shall be reported by NASDAQ, the closing bid price as reported by NASDAQ; (iii) for any period during which the Common Stock shall be listed for trading on a national securities exchange, the closing price per share of Common Stock on such exchange as of the close of such trading day; or (iv) the market price per share of Common Stock as determined by a qualified valuation expert selected by the Board in the event neither (i), (ii), or (iii) above shall be applicable. If the Fair Market Value is to be determined as of a day when the securities markets are not open, the Fair Market Value on that day shall be the Fair Market Value on the next succeeding day when the markets are open. 3.3 The Company shall deliver to the Grantee a certificate representing Shares registered in the name of the Grantee as soon as practicable following the Exercise Date; provided, however, that the Company shall not be obligated to cause to be issued or delivered any certificates evidencing Shares unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws and regulations and the requirements of any securities exchange or market on which shares of the Company’s Common Stock are traded. If the Committee shall determine that the listing, registration, or qualification of any Shares upon any securities exchange or under any state or federal law is necessary or desirable as a condition of or in connection with the issuance and delivery of any Shares, such issuance and delivery may be withheld until such listing, registration, or qualification has been effected. If a registration statement is not in effect under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws with respect to any Shares, (i) the Committee may require, as a condition to the issuance and delivery of the Shares, that the Grantee or other securities purchasable upon recipient represent, in writing, that the exercise Shares are being acquired for investment and not with a view to distribution and agree that the Shares will not be disposed of Warrants are closed for any reasonexcept pursuant to an effective registration statement, unless the Company shall not be required to make deliver have received and opinion of certificates for counsel that such disposition is exempt from such requirement under the Securities Act and any applicable state securities purchasable upon such exercise until the date of the reopening of said transfer books. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check payable to the order of, or bank wire transfer to, the Company, laws; (ii) by cashless exercise through the cancellation of Warrants valued at Company may include on certificates representing Shares such legends referring to the amount by which foregoing representations or restrictions or any other applicable restrictions as the Fair Market Value of the Common Stock subject to these Warrants exceeds the Exercise PriceCompany in its discretion shall deem appropriate; or and (iii) by cancellation the transfer agent of debt owed by the Company may place a stop transfer notation with respect to the Registered Owner. For purposes of cashless exercise, Fair Market Value Shares in the stock transfer books of the Common Stock shall be closing sale price of the Common Stock on the last trading day prior to exercise of the WarrantsCompany.

Method of Exercise and Payment. a. This Warrant may Exercise of the Option shall be by written notice, in a form substantially as attached to this Agreement as Schedule A, delivered or mailed to the Secretary of the Company at its principal office specifying the number of Common Shares as to which the Option is being exercised and identifying the Option by date of grant. Such notice shall be accompanied by the full amount of the Option exercise price for the Common October 21, 1998 Page 3 Shares to be purchased in cash or by certified check or by delivery of this Warrant Certificate and whole Common Shares owned by you ("Optionee Stock") in full or partial payment of the duly completed and executed form exercise price. You will receive a credit against the purchase price of the Common Shares as to which the Option is being exercised equal to the Fair Market Value as defined in the Plan of such Optionee Stock as of the close of the business day immediately preceding the date of delivery of the notice of election to purchase attached hereto setting forth exercise the number Option. Any Common Shares of Warrants Optionee Stock being delivered must be accompanied by a duly executed assignment to be exercisedthe Company in blank or with stock powers attached, together with a written representation that such Common Shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the full Exercise Company shall determine. Only whole Common Shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Purchase Price of the Common Stock Shares as to which the Option is being purchased. b. Upon receipt of this Warrant Certificate with the exercise form duly executed, together with the Exercise Price in full, the Company shall make deliver of certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions exercised will be accepted hereunder. Delivery of the Registered Owner. Such Common Shares of Optionee Stock certificates shall may be deemed to be issued, and made at the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books office of the Company with respect to or at the offices of the transfer agent appointed for the transfer of Common Stock are then closedShares of the Company. The Committee may, such shares shall be deemed in its discretion, refuse to be issued, and accept any tendered payment in the person to whom such shares form of Common Stock are issued Shares in which case it shall deliver the tender back to you and notify you of record shall be deemed its refusal. In order to have become a record holder of preserve your rights under any Option, you must, within three business days after such sharesnotification, as of tender to the date on Company the cash or certified check required to pay for the Common Shares with respect to which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer booksOption is being exercised. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check payable to the order of, or bank wire transfer to, the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value of the Common Stock subject to these Warrants exceeds the Exercise Price; or (iii) by cancellation of debt owed by the Company to the Registered Owner. For purposes of cashless exercise, Fair Market Value of the Common Stock shall be closing sale price of the Common Stock on the last trading day prior to exercise of the Warrants.

Method of Exercise and Payment. a. This Warrant (a) The Option that has become exercisable pursuant to Section 2 may only be exercised by delivery of this Warrant Certificate and the duly completed and executed form of election in whole or in part subsequent to purchase attached hereto setting forth the number of Warrants to be exercised, together or concurrent with the full Exercise Price consummation of the Common Stock being purchaseda Business Combination. b. Upon receipt (b) The shares of Stock subject to this Warrant Certificate with the exercise form duly executed, together with the Exercise Price in full, the Company Option shall make deliver vest 50% of certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions initially subject to this Option on each of the Registered Owner. Such Common Stock certificates shall be deemed to be issued, first and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as second anniversary of the date hereof. (c) The Option must be exercised by written notice to the Company at the address provided in this Agreement on or following the Effective Date, which written notice shall: (i) specify the number of shares of Stock to be purchased; (ii) if the person exercising this Option is not Advisor himself, contain or be accompanied by evidence satisfactory to the Board of Directors of such person's right to exercise this Option; (iii) be accompanied by payment in full of the surrender of such Warrant Certificate and payment purchase price in cash, by certified or cashier's check, by money order, or by a combination of the Exercise Price, whichever shall last occurabove; provided, however, that the Board of Directors may, in its discretion, accept a personal check from Advisor; and (iv) be effective only if a Business Combination is consummated prior to the books Termination Date. (d) The Board of Directors may, in its discretion, require Advisor to pay to the Company at the time of exercise of this Option (or portion of this Option) the amount that the Company deems necessary to satisfy its obligation to withhold Federal, state or local income or other taxes incurred by reason of the exercise. Where the exercise of this Option does not give rise to an obligation to withhold Federal income or other taxes on the date of exercise, the Company may, if tax laws require the Company to later withhold taxes, require Advisor to place shares of Stock purchased under this Option in escrow until such time as Federal income or other tax withholding is no longer required or is satisfied with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which . At such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check payable to the order of, or bank wire transfer tolater time, the Company, (ii) by cashless exercise through in its discretion, may require Advisor to pay to the cancellation of Warrants valued at Company the amount that the Company deems necessary to satisfy its obligation to withhold Federal, state or local income or other taxes incurred by which the Fair Market Value reason of the Common Stock subject to these Warrants exceeds the Exercise Price; or (iii) by cancellation of debt owed by the Company to the Registered Owner. For purposes of cashless exercise, Fair Market Value of the Common Stock shall be closing sale price of the Common Stock on the last trading day prior to exercise of this Option or the Warrantsdisposition of shares of Stock.

Method of Exercise and Payment. a. This The purchase rights represented by this Warrant may be exercised by delivery the surrender of this Warrant Certificate and (with the duly completed and executed Notice of Exercise form of election to purchase attached hereto setting forth as Exhibit A duly executed) at the principal office of the Company and (i) by the payment to the Company of the Aggregate Exercise Price in cash or by certified check or (ii) by a net issue exercise in accordance with Section 2.2 hereof. In the event that the Purchaser does not know the Aggregate Exercise Price at the time the Notice of Exercise is delivered, the Purchaser may deliver cash or a certified check payable to the Company in an amount that the Purchaser estimates in good faith is the Aggregate Exercise Price (the “Purchaser’s Estimate”) in which case the Company shall promptly (i) calculate the number of Warrants to be exercised, together with the full Exercise Price of the Common Stock being purchased. b. Upon receipt Shares issuable upon exercise of this Warrant Certificate and the amount of the Aggregate Exercise Price, (ii) provide the Purchaser with written notice of such number and amount and (iii) refund to the exercise form duly executedPurchaser the amount by which the Purchaser’s Estimate exceeds the Aggregate Exercise Price, together with if any. In the event that the Aggregate Exercise Price is more than the Purchaser’s Estimate, the Purchaser shall, upon receipt of the notice referred to in fullthe preceding sentence, promptly deliver cash or a certified check payable to the Company in the amount by which the Aggregate Exercise Price exceeds the Purchaser’s Estimate. In the event of any exercise of the purchase rights represented by this Warrant, the Company shall make deliver of certificates to the Purchaser within a reasonable time, but not later than five business days after exercise, a certificate evidencing the total shares of Common Stock so purchased accompanied by a certificate signed by the Company’s chief financial officer (or, if there is not a chief financial officer, another officer performing similar functions) setting forth, in reasonable detail, the calculation of the number of shares issuable upon exercise of this Warrant. This Warrant will be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above (the “Exercise Date”), and the person entitled to receive the shares of Common Stock issuable upon such exercise, in such names and denominations exercise is treated for all purposes as are required for delivery to, or in accordance with the instructions a stockholder of the Registered Owner. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, Company as of the date close of the surrender of business on such date. This Warrant Certificate may only be exercised in whole and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall may not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer booksexercised in part. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check payable to the order of, or bank wire transfer to, the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value of the Common Stock subject to these Warrants exceeds the Exercise Price; or (iii) by cancellation of debt owed by the Company to the Registered Owner. For purposes of cashless exercise, Fair Market Value of the Common Stock shall be closing sale price of the Common Stock on the last trading day prior to exercise of the Warrants.

Method of Exercise and Payment. Issuance of New Warrant; Contingent ------------------------------------------------------------------- Exercise. -------- a. This Subject to Section 1 hereof, this Warrant may be exercised by delivery the Holder hereof by the surrender of this Warrant Certificate and (with the duly completed and executed notice of exercise form of election to purchase attached hereto setting forth as Exhibit l-A duly executed) at the number principal office ----------- of Warrants the Company and by the payment to be exercised, together with the full Company of cash or a certified check or a wire transfer in an amount equal to the then applicable Exercise Price of multiplied by the Common Stock being purchased. b. Upon receipt of this Warrant Certificate with the exercise form duly executed, together with the Exercise Price in full, the Company shall make deliver of certificates evidencing the total number of shares of Common Stock issuable upon such exercisethen being purchased. In the alternative, in such names and denominations as are required for delivery to, the Holder hereof may exercise its right to purchase some or in accordance with the instructions all of the Registered Owner. Such shares of Common Stock certificates pursuant to this Warrant, on a net basis, such that, without the exchange of any funds, the Holder hereof receives that number of shares of Common Stock subscribed to pursuant to this Warrant less that number of shares of Common Stock having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the number of shares of Common Stock subscribed to under this Warrant. Fair market value, on a per-share basis, shall be deemed to be issued, and (i) the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, daily closing price (as of defined below) per share on the date immediately preceding the date of exercise; and (ii) if the surrender Common Stock is not publicly held, listed or traded, the fair value per share determined reasonably and in good faith by the Board of such Warrant Certificate and payment Directors of the Exercise PriceCompany. The closing price for each day shall be the last sale price or, whichever shall last occur; providedin case no such sale takes place on such day, that if the books average of the Company closing bid and asked prices, in either case as reported on the principal consolidated transaction reporting system with respect to securities listed on the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date principal national securities exchange on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check payable to the order of, or bank wire transfer to, the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value of the Common Stock subject is listed or admitted to these Warrants exceeds trading; or, if not listed or admitted to trading on any national securities exchange, the Exercise Pricelast quoted price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the over- the-counter market, as reported by NASDAQ or such other system then in use; or (iii) or, if on any such date no bids are quoted by cancellation any such organization, the average of debt owed the closing bid and asked prices as furnished by a professional market maker making a market in such security selected by the Company to the Registered Owner. For purposes of cashless exercise, Fair Market Value members of the Common Stock shall be closing sale price Board of Directors of the Common Stock on the last trading day prior to exercise of the WarrantsCompany.

Method of Exercise and Payment. a. This Warrant may option shall be exercised by delivery ------------------------------ written notice delivered to the Corporate Secretary of this Warrant Certificate the Corporation on and in the duly completed and executed form authorized by the Corporation, accompanied by payment of election to purchase attached hereto setting forth the option price for the number of Warrants shares specified and paid for in such exercise. The Corporation shall then make delivery of such shares, provided that if any law or regulation requires the Corporation, as it determines, to take any action with respect to the shares specified in such notice before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action. The Optionee agrees to pay to the Corporation any applicable federal, state, or local income, employment, social security, medicare, or other withholding tax obligation arising in connection with this option, or the Optionee's exercise thereof; and the Corporation shall have the right, without the Optionee's prior approval or direction, to satisfy such withholding tax by withholding all or any part of the shares of Common Stock that would otherwise be transferred and delivered to the Optionee, with any shares so withheld to be exercisedvalued at the Fair Market Value (as defined in Section 2(i) of the Plan) on the date of such withholding. The Optionee, together with the full Exercise Price consent of the Common Stock being purchased. b. Upon receipt of this Warrant Certificate with Corporation, may satisfy such withholding tax by delivery and transfer to the exercise form duly executed, together with the Exercise Price in full, the Company shall make deliver of certificates evidencing the total number Corporation of shares of Common Stock issuable upon of the Corporation previously owned by the Optionee for at least six months, with any shares so delivered and transferred to be valued at the Fair Market Value on the date of such exercisedelivery. The purchase price of shares subject to this option shall be paid in cash, or by bank-certified, cashiers, or personal check subject to collection; or, in the alternative, the Optionee (or other person authorized to exercise this option), may (i) pay the purchase price of such names shares by delivering to the Corporation a properly executed exercise notice together with a copy of irrevocable instructions to a stockbroker to sell immediately some or all of the shares acquired by the exercise of the option and denominations as are required for delivery todeliver promptly to the Corporation an amount of sale proceeds sufficient to pay the purchase price, or (ii) pay the purchase price in accordance with the instructions of the Registered Owner. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date Corporation transferred and surrendered by the Optionee to the Corporation, or (iii) any combination of the surrender foregoing means of such Warrant Certificate and payment of the Exercise Price, whichever shall last occurpayment; provided, that if the books making of any payment by the Company Optionee other than by cash or check shall be subject to any conditions, rules, regulations, and procedures which the Corporation may adopt or prescribe, which shall be effective as to the exercise of this option to the extent provided therein, without regard to the form of payment otherwise allowed or authorized with respect to any other option or participant under the transfer of Common Stock are then closed, such shares Plan. Any payment other than by cash or check shall be deemed made only at the time and in the manner which the Corporation determines is necessary to be issued, and the person to whom such shares comply with any applicable provisions of Common Stock are issued of record shall be deemed to have become a record holder of such shares, SEC Rule 16b-3 (as defined in Section 2(r) of the date on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise PeriodPlan). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check payable to the order of, or bank wire transfer to, the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value of the Common Stock subject to these Warrants exceeds the Exercise Price; or (iii) by cancellation of debt owed by the Company to the Registered Owner. For purposes of cashless exercise, Fair Market Value of the Common Stock shall be closing sale price of the Common Stock on the last trading day prior to exercise of the Warrants.

Method of Exercise and Payment. a. This Warrant (a) When exercisable under Paragraphs 2, 3 and 4, the Option may be exercised by delivery of this Warrant Certificate and written notice, pursuant to Paragraph 9, to the duly completed and executed form of election to purchase attached hereto setting forth Company's Secretary specifying the number of Warrants Option Shares to be exercisedpurchased and, together unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee's acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and 11 (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. Notwithstanding the foregoing, if the Company determines that issuance of the Option Shares should be delayed pending (A) registration under federal or state securities laws, (B) the receipt of an opinion that an appropriate exemption from such registration is available, (C) the listing or inclusion of the Option Shares on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the full Exercise issuance of such Shares, the Company may defer exercise of any Option granted hereunder until any of the events described in this Subsection 6(a) has occurred. (b) The notice shall be accompanied by payment of the aggregate Option Price of the Common Stock Option Shares being purchased. b. Upon receipt of this Warrant Certificate with the exercise form duly executed, together with the Exercise Price in full, the Company shall make deliver of certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions of the Registered Owner. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a record holder of such shares, as of the date on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by purchased (i) in cash, (ii) by certified check or bank cashier's check payable to the order of, or bank wire transfer to, of the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value of the Common Stock subject to these Warrants exceeds the Exercise Price; or (iii) by cancellation such other mode of debt owed payment as the Committee may approve. Such exercise shall be effective upon the actual receipt by the Company's Secretary of such written notice and payment. (c) The Company shall have the right to require the Optionee to remit or otherwise make available to the Registered OwnerCompany an amount sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for Option Shares. For purposes The Company's obligation to make any delivery or transfer of cashless exercise, Fair Market Value of the Common Stock Option Shares shall be closing sale price of the Common Stock conditioned on the last trading day prior Optionee's compliance with any withholding requirement to exercise of the WarrantsCompany's satisfaction.

Method of Exercise and Payment. a. This Warrant Option may be exercised from time to time, in whole or in part, to the extent exercisable, only by delivery to an officer of the Company of the original of this Warrant Certificate and Option with an appropriate Notice of Exercise duly signed by the duly completed and executed form of election to purchase attached hereto setting forth the number of Warrants to be exercisedholder, together with the full Exercise Price purchase price of the Common Stock being purchased. b. Upon receipt of this Warrant Certificate with shares purchased pursuant to the exercise of the Option; provided, however, that this Option may not be exercised if such exercise would violate any law or governmental order or regulation. If the offer and sale of the shares subject to the Option has not been registered under the Securities Act of 1933, as amended (the "Act"), Optionee shall deliver to the Company, at the time of exercise, an appropriate "investment letter" in form duly executedand content satisfactory to the Company unless, together with in the Exercise Price in fullopinion of counsel for the Company, the Company shares issued would not be deemed "restricted securities" within the meaning of such Act or the rules and regulations promulgated thereunder. Payment for the shares purchased pursuant to any exercise shall make deliver be made in full at the time of certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions any of the Registered Owner. Such following methods, as may be elected by the Optionee, except for those PROHIBITED methods indicated by a check xxxx within any of the boxes below (A CHECK XXXX MEANS THE METHOD IS PROHIBITED): / / In cash or by check payable to the order of the Company; / / In Common Stock certificates shall be deemed of the Company already owned by the Optionee for a period of six (6) months prior to be issuedsuch exercise, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, valued as of the date of the surrender of such Warrant Certificate and payment exercise of the Exercise Price, whichever shall last occurOption at Fair Market Value; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become / / By a record holder of such shares, as of the date on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check promissory note payable to the order ofof the Company; if a promissory note is tendered, or bank wire transfer tosuch note shall bear interest at an interest rate determined by, and shall be subject to such terms and conditions as are prescribed by, the Board of Directors of the Company as set forth in the form of promissory note. Optionee agrees to have withheld from any remuneration payable to him/her by the Company and/or to pay to the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value time of exercise of the Common Stock subject Option, an amount which is required to these Warrants exceeds be withheld or paid pursuant to any Federal, State or Local tax or revenue laws or regulation, as may be determined by the Exercise Price; Company. The Optionee: may / / or (iii) may not / / satisfy such tax withholding by cancellation of debt owed by instructing the Company to the Registered Owner. For purposes withhold such number of cashless exerciseoption shares exercised which, Fair when valued at fair Market Value of the Common Stock shall be closing sale price of the Common Stock on the last trading day prior date of Exercise, equal the total tax obligations required to exercise of the Warrantsbe withheld.

Method of Exercise and Payment. a. This Warrant Option may be exercised from time to time, in whole or in part, to the extent exercisable, only by delivery to an officer of the Company of the original of this Warrant Certificate and Option with an appropriate Notice of Exercise duly signed by the duly completed and executed form of election to purchase attached hereto setting forth the number of Warrants to be exercisedholder, together with the full Exercise Price purchase price of the Common Stock being purchased. b. Upon receipt of this Warrant Certificate with shares purchased pursuant to the exercise of the Option; provided, however, that this Option may not be exercised if such exercise would violate any law or governmental order or regulation. If the offer and sale of the shares subject to the Option has not been registered under the Securities Act of 1933, as amended (the "Act"), Optionee shall deliver to the Company, at the time of exercise, an appropriate "investment letter" in form duly executedand content satisfactory to the Company unless, together with in the Exercise Price in fullopinion of counsel for the Company, the Company shares issued would not be deemed "restricted securities" within the meaning of such Act or the rules and regulations promulgated thereunder. Payment for the shares purchased pursuant to any exercise shall make deliver be made in full at the time of certificates evidencing the total number of shares of Common Stock issuable upon such exercise, in such names and denominations as are required for delivery to, or in accordance with the instructions any of the Registered Owner. Such following methods, as may be elected by the Optionee, except for those PROHIBITED methods indicated by a check xxxx within any of the boxes below (A CHECK XXXX MEANS THE METHOD IS PROHIBITED): / / In cash or by check payable to the order of the Company; / / In Common Stock certificates shall be deemed of the Company already owned by the Optionee for a period of six (6) months prior to be issuedsuch exercise, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, valued as of the date of the surrender of such Warrant Certificate and payment exercise of the Exercise Price, whichever shall last occurOption at Fair Market Value; provided, that if the books of the Company with respect to the transfer of Common Stock are then closed, such shares shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become / / By a record holder of such shares, as of the date on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise Period). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check promissory note payable to the order ofof the Company; if a promissory note is tendered, or bank wire transfer tosuch note shall bear interest at an interest rate determined by, and shall be subject to such terms and conditions as are prescribed by, the Board of Directors of the Company as set forth in the form of promissory note. Optionee agrees to have withheld from any remuneration payable to him/her by the Company and/or to pay to the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value time of exercise of the Common Stock subject Option, an amount which is required to these Warrants exceeds be withheld or paid pursuant to any Federal, State or Local tax or revenue laws or regulation, as may be determined by the Exercise Price; Company. ****The Optionee: may / / or (iii) may not / / satisfy such tax withholding by cancellation of debt owed by instructing the Company to the Registered Owner. For purposes withhold such number of cashless exerciseoption shares exercised which, Fair when valued at fair Market Value of the Common Stock shall be closing sale price of the Common Stock on the last trading day prior date of Exercise, equal the total tax obligations required to exercise of the Warrantsbe withheld.***

Method of Exercise and Payment. a. This Warrant may option shall be exercised by delivery written notice delivered to the Corporate Secretary of this Warrant Certificate the Corporation on and in the duly completed and executed form authorized by the Corporation, accompanied by payment of election to purchase attached hereto setting forth the option price for the number of Warrants shares specified and paid for in such exercise. The Corporation shall then make delivery of such shares, provided that if any law or regulation requires the Corporation, as it determines, to take any action with respect to the shares specified in such notice before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action. The Optionee agrees to pay to the Corporation any applicable federal, state, or local income, employment, social security, medicare, or other withholding tax obligation arising in connection with this option, or the Optionee’s exercise thereof; and the Corporation shall have the right, without the Optionee’s prior approval or direction, to satisfy such withholding tax by withholding all or any part of the shares of Common Stock that would otherwise be transferred and delivered to the Optionee, with any shares so withheld to be exercisedvalued at the Fair Market Value (as defined in Section 2[k] of the Plan) on the date of such withholding. The Optionee, together with the full Exercise Price consent of the Common Stock being purchased. b. Upon receipt of this Warrant Certificate with Corporation, may satisfy such withholding tax by delivery and transfer to the exercise form duly executed, together with the Exercise Price in full, the Company shall make deliver of certificates evidencing the total number Corporation of shares of Common Stock issuable upon of the Corporation previously owned by the Optionee, with any shares so delivered and transferred to be valued at the Fair Market Value on the date of such exercisedelivery. The purchase price of shares subject to this option shall be paid in cash, or by bank-certified, cashiers, or personal check subject to collection; or, in the alternative, the Optionee (or other person authorized to exercise this option), may (i) pay the purchase price of such names shares by delivering to the Corporation a properly executed exercise notice together with a copy of irrevocable instructions to a stockbroker to sell immediately some or all of the shares acquired by the exercise of the option and denominations as are required for delivery todeliver promptly to the Corporation an amount of sale proceeds sufficient to pay the purchase price, or (ii) pay the purchase price in accordance with the instructions of the Registered Owner. Such Common Stock certificates shall be deemed to be issued, and the person to whom such shares of Common Stock are issued of record shall be deemed to have become a holder of record of such shares of Common Stock, as of the date Corporation transferred and surrendered by the Optionee to the Corporation, or (iii) any combination of the surrender foregoing means of such Warrant Certificate and payment of the Exercise Price, whichever shall last occurpayment; provided, that if the books making of any payment by the Company Optionee other than by cash or check shall be subject to any conditions, rules, regulations, and procedures which the Corporation may adopt or prescribe, which shall be effective as to the exercise of this option to the extent provided therein, without regard to the form of payment otherwise allowed or authorized with respect to any other option or participant under the transfer Plan. If the Optionee is a Section 16 Person (as defined in Section 2[x] of Common Stock are then closedthe Plan), such shares any payment other than by cash or check shall be deemed made only at the time and in the manner which the Corporation determines is necessary to be issued, and the person to whom such shares comply with any applicable provisions of Common Stock are issued of record shall be deemed to have become a record holder of such shares, SEC Rule 16b-3 (as defined in Section 2[w] of the date on which such transfer books of the company shall next be open (whether before, on, or after the expiration of the applicable Warrant Exercise PeriodPlan). If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other securities purchasable upon the exercise of Warrants are closed for any reason, the Company shall not be required to make deliver of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books. c. Subject to Section (1)(b), if less than all the Warrants evidenced by this Warrant Certificate are exercised upon a single occasion, a new Warrant Certificate for the balance of the Warrants not so exercised shall be issued and delivered to, or in accordance with transfer instructions properly given by, the Registered Owner, until the expiration of the applicable Warrant Exercise Period. d. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. e. The Exercise Price shall be payable by (i) certified check or bank check payable to the order of, or bank wire transfer to, the Company, (ii) by cashless exercise through the cancellation of Warrants valued at the amount by which the Fair Market Value of the Common Stock subject to these Warrants exceeds the Exercise Price; or (iii) by cancellation of debt owed by the Company to the Registered Owner. For purposes of cashless exercise, Fair Market Value of the Common Stock shall be closing sale price of the Common Stock on the last trading day prior to exercise of the Warrants.