Common use of Method of Exercise Clause in Contracts

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise form annexed hereto (the “Notice of Exercise”). Within three (3) trading days after the date of exercise as aforesaid, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the Holder chooses the "cashless exercise" option provided exercise procedure specified in Section 2(c) below is available and specified in the third paragraph applicable Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Section 1.01). The Warrant to the Company shall, as promptly as practicable until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and deliveredfull, in accordance with such noticewhich case, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed surrender this Warrant to have been issued, and such Holder or any other person so designated to be named therein shall be deemed the Company for all purposes to have become holders of record of such Shares, as cancellation within three (3) trading days of the date the aforementioned notice final Notice of Exercise is received by delivered to the Company. If Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have been exercised only the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in part, an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall, at shall maintain records showing the time number of delivery Warrant Shares purchased and the date of such purchases; provided that the records of the certificate or certificatesCompany, deliver absent manifest error, will be conclusive with respect to the Holder a new number of Warrant evidencing the rights Shares purchasable from time to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holdertime hereunder. The Company shall pay all expensesdeliver any objection to any Notice of Exercise within one (1) business day after receipt of such notice. The Holder and any assignee, payable in connection with the preparationby acceptance of this Warrant, issuance acknowledge and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except agree that, if Share certificates or new Warrants shall be registered in a name or names other than the name by reason of the Holderprovisions of this paragraph, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by following the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt purchase of a written request portion of the Company for payment. In lieu of a monetary payment of the aggregate Exercise PriceWarrant Shares hereunder, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Warrant Shares to available for purchase hereunder at any given time may be issued to less than the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = amount stated on the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V face hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To The Holder hereof may exercise this Warrant Warrant, in whole or in part, by delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the preferred stock issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement (as defined below), or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall deliver not be required to physically surrender this Warrant to the Company at until the Holder has purchased all of the Warrant AgencyShares available hereunder and the Warrant has been exercised in full, (a) in which case, the Holder shall surrender this Warrant, (b) a written notice, in substantially or an indemnification reasonably acceptable to the form of the Subscription Notice attached hereto, of Issuer undertaking with respect to such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided Warrant in the third paragraph case of this Section 1.01). The its loss, theft or destruction, to the Company shall, as promptly as practicable and in any event for cancellation within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as three (3) Trading Days of the date the aforementioned notice final Notice of Exercise Form is received by delivered to the Company. If Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have been exercised only the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in part, an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall, at shall maintain records showing the time number of delivery Warrant Shares purchased and the date of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holdersuch purchases. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery deliver any objection to any Notice of Share certificates and new Warrants as contemplated by Section 2.07 below Exercise Form within one (other than transfer, income or similar taxes in connection with the transfer 1) Business Day of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result receipt of such transfer shall be paid by notice. In the Holder at event of any dispute or discrepancy, the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request records of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked shall be controlling and determinative in the form absence of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is mademanifest error.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company at the Warrant Agency, (a) its principal place of business this Warrant, (b) a written notice, notice in substantially the form Form of Subscription attached hereto as Exhibit A, of the Subscription Notice attached hereto, of such Holder's ’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchasedpurchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), the denominations and payment of the share certificate Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or certificates desired and bank cashier’s check or wire transfer in an amount equal to the name product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or names (b) by a “cashless exercise” of this Warrant, in which such certificates are event the Holder shall receive from the Company the number of Warrant Shares equal to be registered and (ci) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price for times (y) the number of Warrant Shares purchased (unless as to which this Warrant is being exercised. The term “Closing Price” shall mean the Holder chooses last sale price at which a share of the "cashless exercise" option provided in Company’s Common Stock was sold as of the third paragraph end of this Section 1.01)a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterseven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Warrant Shares specified in said noticeso acquired. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the such certificate or certificates, deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Shares called for by shares of Common Stock issuable under this Warrant, which new Warrant shall shall, in all other respects respects, be identical with to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeprovision.

Method of Exercise. To exercise this Warrant in whole or in part, This Option shall be exercisable by written notice which shall state the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this WarrantOption, which notice shall specify the number of Shares in respect to which this Option is being exercised and such other representations and agreements as to the Optionee's investment intent with respect to such Shares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the exercise price. The exercise price may be paid: (i) in cash; (ii) by check; (iii) by delivering certificates of other shares of Common Stock of the Company; (iv) by transferring shares of Common Stock of the Company to the Company's transfer agent for delivery to the Company provided that the written notice of exercise is accompanied by a written acknowledgment by the Optionee that the Optionee has instructed his broker dealer to transfer such shares and such transfer is confirmed by a letter from such broker dealer acknowledging that the Optionee has directed such broker dealer to transfer such shares; (v) by Optionee simultaneously exercising this Option and selling the Shares thereby acquired pursuant to a brokerage or similar arrangement approved in advance by the Board (which approval shall not be unreasonably withheld) and to use the proceeds from such sale to pay the exercise price and any federal, state and local taxes required to be purchasedwithheld as a result of such exercise; or (vi) by any other method of payment approved by the Company's Board of Directors. For purposes of clauses (iii) and (iv), the denominations value of the shares of Common Stock of the Company delivered, or to be delivered, as payment of the exercise price shall be the closing price per share of the Company's Common Stock on the last business day prior to the date the written notice is actually received and acknowledged as received by the Company. Upon receipt of payment, the Company shall deliver to Optionee or the person exercising this Option for Optionee, an appropriate certificate or certificates desired for fully paid nonassessable Shares. For purposes of clause (iv), should any Optionee fail to have the number of shares required to pay the exercise price delivered to the Company's transfer agent within 90 days, this Option, with respect to the number of shares stated in the written notice, will terminate and the name or names in which such certificates are be deemed to be registered and (c) forfeited by the aggregate Exercise Price Optionee. The certificate or certificates for the Shares purchased (unless as to which the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered Option shall be in such denominations as determined by the Company, or as may be specified in such notice, and exercised shall be issued registered in the name of the Holder or such other name or names as Optionee and shall be designated legended as set forth in such noticethe Plan and/or as required under applicable law. Such certificate or certificates shall This Option may not be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed exercised for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt fraction of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeshare.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) X = ------ A where X = Where X= the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = Y= the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = A= the Fair Market Value (as defined in Article V IV hereof) of one Share, as at the time the cashless exercise election is made. B = B= the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the Holder date hereof until 5:00 p.m., Houston, Texas time, on the Expiration Date. To exercise the Warrants, the holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated herein, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise this Warrantthe Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, which notice or (B) through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall specify exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares to be purchasedissuable hereunder by a fraction, the denominations numerator of which shall be the share certificate or certificates desired and difference between (x) the name or names in which such certificates are to be registered Market Price and (cy) the aggregate Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) these Warrants. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares purchased (unless the Holder chooses and surrender of these Warrants, as aforesaid, and such date is referred to herein as the "cashless Exercise Date". Upon such exercise" option provided in , the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterfive business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to these Warrants. The Share certificate or As permitted by applicable law, the person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result benefits of such transfer shall be paid by holder on the Holder at Exercise Date, including without limitation the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company right to receive dividends and other distributions for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at the time the cashless Date and to exercise election is madevoting rights.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretohereto as Annex A, of such Holder's election to exercise this Warrant, which notice shall specify (i) whether the Holder is exercising an A Warrant and/or a B Warrant, (ii) the number of Shares shares of Common Stock to be purchasedpurchased under an A Warrant and/or a B Warrant, as applicable, (iii) the denominations of the share certificate or certificates desired desired, and (iv) the name or names in which such certificates are to be registered and the registered, (c) if the aggregate Common Stock to be received upon the exercise of this Warrant has not been registered under the Securities Act, a written certification in substantially the form of the Certification attached hereto as Annex B, and (d) payment of the Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, by cash, money order, certified or bank cashier's check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours five Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and a new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share share certificates or a new Warrants Warrant shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this This Warrant may be exercised in whole or in partpart (but not as to fractional shares) by the surrender of the Warrant, with the Purchase Agreement attached hereto as ANNEX A properly completed and duly executed, at the principal office of the Company or such other location which at that time shall be the principal office of the Company (the "Principal Office"), and upon payment to it of the Warrant Price for each Warrant Share to be purchased upon such exercise (the aggregate of the Warrant Price for all shares to be exercised being referred to herein as the "Purchase Price"). The Purchase Price shall be paid by delivering either: (i) a certified check, bank draft or wire transfer of immediately available funds to the order of the Company or (ii) this Warrant with instructions that the Company retain as payment of the Purchase Price such number of Warrant Shares as shall be determined under the next sentence (a "Cashless Exercise"). In the event of a Cashless Exercise, the Holder shall deliver to the Company at the receive that number of Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify Shares determined by multiplying the number of Warrant Shares to be purchasedfor which the Cashless Exercise is made by a fraction, the denominations numerator of which shall be the share certificate or certificates desired difference between the then Current Market Price per Warrant Share and the name or names in Warrant Price, and the denominator of which such certificates are to shall be registered and (c) the aggregate Exercise then Current Market Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph per share of this Section 1.01)Common Stock. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of remaining Warrant Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates for which Cashless Exercise has been made shall be deemed to have been issued, and such paid to the Company as the Purchase Price. The Holder or any other person so designated to be named therein shall be deemed treated for all purposes to have become holders as the holder of record of such Shares, the Warrant Shares as of the close of business on the date of exercise, and certificates for the aforementioned notice is received Warrant Shares so purchased shall be delivered to the person so entitled, properly endorsed for transfer or accompanied by the Companyappropriate stock powers, within a reasonable time, not exceeding five days, after such exercise. If Unless this Warrant shall have been exercised only in partexpired, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called of like tenor and for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Warrant Shares as is computed using the following formula: X = Y(A-B) ------ A where X = Holder shall direct, representing in the aggregate the right to purchase that number of Warrant Shares with respect to which this Warrant shall not have been exercised, shall also be issued to the Holder pursuant to this Section 1.01 upon within such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madetime.

Method of Exercise. To exercise Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise form annexed hereto (the “Notice of Exercise”). Within three (3) trading days after the date of exercise as aforesaid, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the Holder chooses the "cashless exercise" option provided exercise procedure specified in Section 2(c) below is available and specified in the third paragraph applicable Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Section 1.01). The Warrant to the Company shall, as promptly as practicable until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and deliveredfull, in accordance with such noticewhich case, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed surrender this Warrant to have been issued, and such Holder or any other person so designated to be named therein shall be deemed the Company for all purposes to have become holders of record of such Shares, as cancellation within three (3) trading days of the date the aforementioned notice final Notice of Exercise is received by delivered to the Company. If Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have been exercised only the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in part, an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall, at shall maintain records showing the time number of delivery Warrant Shares purchased and the date of such purchases; provided that the records of the certificate or certificatesCompany, deliver absent manifest error, will be conclusive with respect to the Holder a new number of Warrant evidencing the rights Shares purchasable from time to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holdertime hereunder. The Company shall pay all expensesdeliver any objection to any Notice of Exercise within two (2) business days after receipt of such notice. The Holder and any assignee, payable in connection with the preparationby acceptance of this Warrant, issuance acknowledge and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except agree that, if Share certificates or new Warrants shall be registered in a name or names other than the name by reason of the Holderprovisions of this paragraph, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by following the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt purchase of a written request portion of the Company for payment. In lieu of a monetary payment of the aggregate Exercise PriceWarrant Shares hereunder, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Warrant Shares to available for purchase hereunder at any given time may be issued to less than the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = amount stated on the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V face hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, This Option shall be exercisable by written notice which shall state the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this WarrantOption, which notice shall specify the number of Shares in respect to which this Option is being exercised, and such other representations and agreements as to the Optionee's investment intent with respect to such Shares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the exercise price. The exercise price may be paid: (i) in cash; (ii) by check; (iii) by delivering certificates of other shares of Common Stock of the Company; (iv) by transferring shares of Common Stock of the Company to the Company's transfer agent for delivery to the Company provided that the written notice of exercise is accompanied by a written acknowledgment by the Optionee that the Optionee has instructed her broker dealer to transfer such shares and such transfer is confirmed by a letter from such broker dealer acknowledging that the Optionee has directed such broker dealer to transfer such shares; (v) by Optionee simultaneously exercising this Option and selling the Shares thereby acquired pursuant to a brokerage or similar arrangement approved in advance by the Board (which approval shall not be unreasonably withheld) and to use the proceeds from such sale to pay the exercise price and any federal, state and local taxes required to be purchasedwithheld as a result of such exercise; or (vi) by any other method of payment approved by the Company's Board of Directors. For purposes of clauses (iii) and (iv), the denominations value of the shares of Common Stock of the Company delivered, or to be delivered, as payment of the exercise price shall be the closing price per share of the Company's Common Stock on the last business day prior to the date the written notice is actually received and acknowledged as received by the Company. Upon receipt of payment, the Company shall deliver to Optionee or the person exercising this Option for Optionee, an appropriate certificate or certificates desired for fully paid nonassessable Shares. For purposes of clause (iv), should any Optionee fail to have the number of shares required to pay the exercise price delivered to the Company's transfer agent within 90 days, this Option, with respect to the number of shares stated in the written notice, will terminate and the name or names in which such certificates are be deemed to be registered and (c) forfeited by the aggregate Exercise Price Optionee. The certificate or certificates for the Shares purchased (unless as to which the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered Option shall be in such denominations as determined by the Company, or as may be specified in such notice, and exercised shall be issued registered in the name of the Holder or such other name or names as Optionee and shall be designated legended as set forth in such noticethe Plan and/or as required under applicable law. Such certificate or certificates shall This Option may not be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed exercised for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt fraction of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeshare.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.:

Method of Exercise. To Subject to the provisions of Article 3 below, to exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, Office designated pursuant to Section 2.1: (a) this Warrant, (bi) a written notice, in substantially the form of the Subscription Notice attached heretoappearing at the end of this Warrant, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchasedpurchased and the nature of payment, whether by check or by this Warrant (pursuant to Section 1.4) or by a combination thereof; (ii) a certified or official bank check payable to the denominations order of the share certificate or certificates desired Company and/or a cancellation of a number of warrants (pursuant to Section 1.4) (and/or any other form of consideration which the Company and the name or names holder hereof may have agreed to accept in which such certificates are payment of the Current Warrant Price) in the aggregate equal to be registered the aggregate Current Warrant Price of the number of shares of Common Stock being purchased; and (ciii) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Warrant. The Company shall, shall as promptly as practicable practicable, and in any event within seventy-two hours thereafter10 days after receipt by the Company of such notice, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or denomination as may be specified in such notice, said notice and shall be issued in the name of the Holder such holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, issued and such Holder holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, shares as of the date the aforementioned notice consideration specified for such shares is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the said certificate or certificates, deliver to the Holder such holder a new Warrant evidencing the rights of such holder to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holdersuch holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the Holdersuch holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share such stock certificates and any new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share in case such stock certificates or new Warrants Warrant shall be registered in a name or names other than the name of the Holderholder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable as a result upon the issuance of such transfer stock certificate or certificates or any new Warrant shall be paid by the Holder holder hereof at the time of delivering the aforementioned notice of exercise mentioned above or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesame.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretohereto as Annex A, of such Holder's election to exercise this Warrant, which notice shall specify (i) the number of Shares shares of Common Stock to be purchasedpurchased under the Warrant, (ii) the denominations of the share certificate or certificates desired desired, and (iii) the name or names in which such certificates are to be registered and the registered, (c) if the aggregate Common Stock to be received upon the exercise of this Warrant has not been registered under the Securities Act, a written certification in substantially the form of the Certification attached hereto as Annex B, and 2 (d) payment of the Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, by cash, money order, certified or bank cashier's check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours five Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and a new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share share certificates or a new Warrants Warrant shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole Norcross, Georgia or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit "B" hereto, duly completed and signed, and upon payment to the Company at of the Warrant AgencyPrice (as determined in accordance with the provisions of Sections 7 and 8 hereof), (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify for the number of Shares with respect to be purchased, the denominations which such Soliciting Dealer Warrant is then exercised together with all taxes applicable upon such exercise. Payment of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Warrant Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be made in such denominations as determined cash or by certified check or cashier's check, payable to the Company, or as may be specified in such notice, and shall be issued in the name order of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this A Soliciting Dealer Warrant shall have been may not be exercised only in part, if the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a Prospectus required under the laws of such state cannot be delivered to the Holder pursuant buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to this Section 1.01 upon the extent such cashless exercise election. Y = will cause them to exceed the number ownership limits set forth in the Company's Articles of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one ShareIncorporation, as at amended. If any Soliciting Dealer Warrant has not been exercised by the time the cashless exercise election is made. B = end of the Exercise Price in effect under this Warrant at Period, it will terminate and the time the cashless exercise election is madeWarrantholder will have no further rights thereunder.

Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole Oak Brook, Illinois or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit "B" hereto, duly completed and signed, and upon payment to the Company at of the Warrant AgencyPrice (as determined in accordance with the provisions of Sections 7 and 8 hereof), (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify for the number of Shares with respect to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless Soliciting Dealer Warrant is then being exercised together with all taxes applicable upon such exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment Payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = Price for the number of Shares with respect to which the Soliciting Dealer Warrant is being exercised shall be made in cash or by certified check or cashier's check, payable to the order of the Company. A Soliciting Dealer Warrant may not be exercised if the Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a prospectus relating to the Holder pursuant Offering (the "Prospectus") required under the laws of such state cannot be delivered to this Section 1.01 upon the buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to the extent such cashless exercise election. Y = will cause them to exceed the number ownership limits set forth in the Company's Second Amendment and Restatement of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one ShareCharter, as at amended (the time "Articles"). If any Soliciting Dealer Warrant has not been exercised by the cashless exercise election is made. B = end of the Exercise Price in effect under this Warrant at Period, it will terminate and the time the cashless exercise election is madeWarrantholder will have no further rights thereunder.

Method of Exercise. To exercise this Warrant in whole or in part(a) The Investor shall have a purchase right (including the right to purchase via a Cash Payment, the Holder “Purchase Right”) to purchase a whole number of Common Shares equal to the difference (rounded down to the nearest whole share) between (i) one-third of the aggregate number of Common Shares issued under the Subject Employee Options during each calendar quarter the exercise prices of which equal or are less than the Fair Market Value as of the date of exercise of the Purchase Right for such Common Shares (each such Subject Employee Option, an “In-the-Money Option”; but for clarity, when determining such “In-the-Money Options”, the reference to “one-third” in this clause (i) shall be omitted), and (ii) the quotient of (A) one-third of the aggregate exercise prices of such In-the-Money Options for such Common Shares, in each case as specified in the Quarterly Notice with respect to such quarter (it being understood that this number shall not be reduced for any such Common Shares that are withheld from employees to pay the exercise price of such Subject Employee Options, or any withholding taxes due, pursuant to net vesting settlement and similar provisions) (such number as derived in this subclause (A), the “Exercise Price Equivalent”), divided by (B) the Fair Market Value of a Common Share, determined as of the close of business on the business day immediately before the date of purchase, which date shall also be deemed the date of exercise of the Purchase Right for purposes of determining the In-the-Money Options and Out of the Money Options, for a Purchase Price per share equal to $0.01. Such purchase shall, subject to Section 5.9, take place 45 days following the date the Quarterly Notice is given (or the first business day following such 45th day, if such day is not a business day). Following the Quarterly Notice and prior to such date of purchase, the Investor may in lieu of the foregoing purchase right, deliver to the Company at a notice (the Warrant Agency, (a“Cash Payment Notice”) this Warrant, (b) electing to purchase by a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the Cash Payment a number of Common Shares equal to be purchased, the denominations one-third of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Common Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by issued under the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed In-the-Money Options for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver an aggregate Purchase Price equal to the Holder a new Warrant evidencing Exercise Price Equivalent, in which case the rights to purchase the remaining Shares called for by this Warrant, which new Warrant Cash Payment shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned the same date the Cash Payment Notice is delivered to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except Company; provided that, if Share certificates or new Warrants the Investor exercises its right to make the Cash Payment, such right shall also be registered included in a name or names other than the name term “Purchase Right” for purposes of this Agreement. Upon the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment purchase of any additional consideration, Common Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = 3.2(a) or Section 3.3, the number of Subject Shares covered remaining shall be reduced by this Warrant in respect the number of which Common Shares that would have been purchased assuming the cashless exercise election is madeInvestor had purchased using the Cash Payment. A = The Subject Shares shall also be reduced by a number equal to one-third of the Fair Market Value (as defined in Article V hereof) number of one Share, as at Common Shares issued during each calendar quarter pursuant to Out of the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeMoney Options.

Method of Exercise. To Subject to the provisions of Article 3 below, to exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, Office designated pursuant to Section 2.1: (a) this Warrant, (bi) a written notice, in substantially the form of the Subscription Notice attached heretoappearing at the end of this Warrant, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchasedpurchased and the nature of payment, whether by check or by this Warrant (pursuant to Section 1.4) or by a combination thereof; (ii) a certified or official bank check payable to the denominations order of the share certificate or certificates desired Company and/or a cancellation of a number of warrants (pursuant to Section 1.4) (and/or any other form of consideration which the Company and the name or names holder hereof may have agreed to accept in which such certificates are payment of the Current Warrant Price) in the aggregate equal to be registered the aggregate Current Warrant Price of the number of shares of Common Stock being purchased; and (ciii) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Warrant. The Company shall, shall as promptly as practicable practicable, and in any event within seventy-two hours thereafter10 days after receipt by the Company of such notice, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or denomination as may be specified in such notice, said notice and shall be issued in the name of the Holder such holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, issued and such Holder holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, shares as of the date the aforementioned notice consideration specified for such shares is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the said certificate or certificates, deliver to the Holder such holder a new Warrant evidencing the rights of such holder to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holdersuch holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the Holdersuch holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share such stock certificates and any new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share in case such stock certificates or new Warrants Warrant shall be registered in a name or names other than the name of the Holderholder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable as a result upon the issuance of such transfer stock certificate or certificates or any new Warrant shall be paid by the Holder holder hereof at the time of delivering the aforementioned notice of exercise mentioned above or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesame.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = Where X= the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = Y= the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = A= the Fair Market Value (as defined in Article V IV hereof) of one Share, as at the time the cashless exercise election is made. B = B= the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, Company's principal executive office (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, notice of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, but in no event less than 1,000 shares, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered registered, and (c) payment of the aggregate Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided Holder, in cash, by certified or bank cashier's check, money order or wire transfer, in the third paragraph of this Section 1.01)manner specified in the next succeeding paragraph, or in any other manner consented to in writing by the Company, or any combination thereof. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterafter receipt of the items required by the preceding paragraphs of this Section 1.02, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said such notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may shall be specified in such notice, notice and shall be issued in the name of the Holder or or, provided, in an opinion of counsel reasonably acceptable to the Company, the following is permitted under the Securities Act and applicable state securities laws, such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or Holders or any other person so designated to be named therein shall be deemed for all purposes to have become holders a Holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation notations may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes taxes, if any, payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, Company’s principal executive office (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, notice of such Holder's Xxxxxx’s election to exercise this Warrant, which notice shall specify Warrant in the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered form attached hereto and (c) payment of the aggregate product of the Exercise Price for multiplied by the number of Warrant Shares purchased (unless being acquired. Such payment may be made, at the Holder chooses option of the "cashless exercise" option provided Holder, in cash, by certified or bank cashier’s check, money order or wire transfer, or any combination thereof, or in any other manner consented to in writing by the third paragraph of this Section 1.01)Company. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterafter receipt of the items required by this Section 1.02, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Warrant Shares specified in said such notice. In the alternative, the Company may instruct its transfer agent to issue the Warrant Shares in book entry format in the name of the Holder The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may shall be specified in such notice, notice and shall be issued in the name of the Holder or or, provided, in an opinion of counsel reasonably acceptable to the Company that the following is permitted under the Act and applicable state securities law, such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or Holders or any other person so designated to be named therein shall be deemed for all purposes to have become holders a Holder of record of such Shares, shares as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificatescertificates representing the number of Warrant Shares then acquired, have the option to deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation notations may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes taxes, if any, payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the Holder date hereof until 5:00 p.m., Houston, Texas time, on January 31, 2002. To exercise the Warrants, the holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, or (B) through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the Person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result benefits of such transfer shall be paid by holder on the Holder at Exercise Date, including without limitation the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company right to receive dividends and other distributions for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at the time the cashless Date and to exercise election is madevoting rights.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, : (a) this Warrant, ; (b) a written notice, substantially in substantially the form of the subscription notice attached hereto as Annex 1 (the “Subscription Notice attached heretoNotice”), of such Holder's ’s election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired and the name or names of the Eligible Holder(s) in which such certificates are to be registered registered; and (c) payment of the aggregate Exercise Price for with respect to such shares of Common Stock. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, by cash, money order, certified or bank cashier’s check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours five (5) Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such noticeSubscription Notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice (or, if such notice shall not specify denominations, one certificate shall be issued) and shall be issued in the name of the Holder or such other name or names of Eligible Holder(s) as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, expenses payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 2.6 below (other than transfer, income transfer or similar taxes in connection with the transfer of securities), except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment If this Warrant shall be surrendered for exercise within any period during which the transfer books for shares of the aggregate Exercise Price, Common Stock of the Holder may elect to receive, without Company or other securities purchasable upon the payment of any additional consideration, Shares equal to the value exercise of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereuponare closed for any purpose, the Company shall issue not be required to make delivery of certificates for the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 securities purchasable upon such cashless exercise election. Y = until the number date of Shares covered by this Warrant in respect the reopening of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesaid transfer books.

Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole New York, New York or at the office of the Company’s stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit “B” hereto, duly completed and signed, and upon payment to the Company at of the Warrant AgencyPrice (as determined in accordance with the provisions of Sections 7 and 8 hereof), (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify for the number of Shares with respect to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless Soliciting Dealer Warrant is then being exercised together with all taxes applicable upon such exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment Payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = Price for the number of Shares with respect to which the Soliciting Dealer Warrant is being exercised shall be made in cash or by certified check or cashier’s check, payable to the order of the Company. A Soliciting Dealer Warrant may not be exercised if the Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a prospectus relating to the Holder pursuant Offering (the “Prospectus”) required under the laws of such state cannot be delivered to this Section 1.01 upon the buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to the extent such cashless exercise election. Y = will cause them to exceed the number of Shares covered by this Warrant ownership limits set forth in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one ShareCompany’s Charter, as at amended (the time “Articles”). If any Soliciting Dealer Warrant has not been exercised by the cashless exercise election is made. B = end of the Exercise Price in effect under this Warrant at Period, it will terminate and the time the cashless exercise election is madeWarrantholder will have no further rights thereunder.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant AgencyAgent, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretohereto as Exhibit A, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchasedpurchased (in lots of not less than 1,000 shares), the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) payment of the aggregate Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder, by cash, certified or bank cashier's check or wire transfer. In addition to and at the time of payment of the Exercise Price, the Holder chooses shall pay to the "cashless Company the full amount of all federal and state withholding and other employment taxes applicable to the taxable income of such Holder resulting from such exercise" option provided in the third paragraph of this Section 1.01). The Company shall, shall as promptly as practicable and in any event within seventy-two hours thereafterfive (5) Business Days after receipt of the Subscription Notice, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said noticeshares of Common Stock to which the Holder is entitled. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, in denominations of 1,000 shares each, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, This Option shall be exercisable by written notice which shall state the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this WarrantOption, which notice shall specify the number of Shares in respect to which this Option is being exercised and such other representations and agreements as to the Optionee's investment intent with respect to such Shares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such written notice shall be signed by the - 1 - Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the exercise price. The exercise price may be paid: (i) in cash; (ii) by check; (iii) by delivering certificates of other share of Common Stock of the Company; (iv) by transferring shares of Common Stock of the Company to the Company's transfer agent for delivery to the Company provided that the written notice of exercise is accompanied by a written acknowledgment by the Optionee that the Optionee has instructed his/her broker dealer to transfer such shares and such transfer is confirmed by a letter from such broker dealer acknowledging that the Optionee has directed such broker dealer to transfer such shares; (v) by Optionee simultaneously exercising this Option and selling the Shares thereby acquired pursuant to a brokerage or similar arrangement approved in advance by the Board (which approval shall not be unreasonably withheld) and to use the proceeds from such sale to pay the exercise price and any federal, state and local taxes required to be purchasedwithheld as a result of such exercise; or (vi) by any other method of payment approved by the Company's Board of Directors. For purposes of clauses (iii) and (iv), the denominations value of the shares of Common Stock of the Company delivered, or to be delivered, as payment of the exercise price shall be the closing price per share of the Company's Common Stock on the last business day prior to the date the written notice is actually received and acknowledged as received by the Company. Upon receipt of payment, the Company shall deliver to Optionee or the person exercising this Option for Optionee, an appropriate certificate or certificates desired for fully paid nonassessable Shares. For purposes of clause (iv), should any Optionee fail to have the number of shares required to pay the exercise price delivered to the Company's transfer agent within 90 days, this Option, with respect to the number of shares stated in the written notice, will terminate and the name or names in which such certificates are be deemed to be registered and (c) forfeited by the aggregate Exercise Price Optionee. The certificate or certificates for the Shares purchased (unless as to which the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered Option shall be in such denominations as determined by the Company, or as may be specified in such notice, and exercised shall be issued registered in the name of the Holder or such other name or names as Optionee and shall be designated legended as set forth in such noticethe Plan and/or as required under applicable law. Such certificate or certificates shall This Option may not be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed exercised for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt fraction of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeshare.

Method of Exercise. To The Warrants initially are exercisable at an aggregate initial exercise this price (subject to adjustment as provided in SECTION 8 hereof) per share of Common Stock and per Redeemable Warrant as set forth in SECTION 6 hereof payable by certified or official bank check in New York Clearing House funds, subject to adjustment as provided in SECTION 8 hereof. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price (as hereinafter defined) for the shares of Common Stock and/or Redeemable Warrants so purchased at the Company's principal executive offices (presently located at 6466 Indian School Road, N.E., Albuquerque, New Mexico 87110) the registered holder of a Warrant Certificate ("Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased and a certificate or certificates for the Redeemable Warrants so purchased. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in partpart (but not as to fractional shares of the Common Stock and Redeemable Warrants underlying the Warrants). In the event the Company redeems all of the outstanding Redeemable Warrants, the Holder shall deliver to Redeemable Warrants underlying the Company at Warrants may only be exercised if such exercise is simultaneous with the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form exercise of the Subscription Notice attached hereto, of such Holder's election Warrants. Warrants may be exercised to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations purchase all or part of the share certificate or certificates desired and shares of Common Stock and/or Redeemable Warrants represented thereby. In the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name case of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or purchase of less than all the shares of Common Stock and/or Redeemable Warrants purchasable under any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. ThereuponCertificate, the Company shall issue to cancel said Warrant Certificate upon the Holder, such number surrender thereof and shall execute and deliver a new Warrant Certificate of fully paid and non-assessable Shares as is computed using like tenor for the following formula: X = Y(A-B) ------ A where X = balance of the number shares of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeCommon Stock and/or Redeemable Warrants purchasable thereunder.

Method of Exercise. To Subject to the provisions of Article 3 below, to exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, Office designated pursuant to Section 2.1: (a) this Warrant, (bi) a written notice, in substantially the form of the Subscription Exercise Notice attached heretoappearing at the end of this Warrant, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchasedpurchased and the nature of payment, whether by check or by this Warrant (pursuant to Section 1.4) or by a combination thereof; (ii) a certified or official bank check payable to the denominations order of the share certificate or certificates desired Company and/or a cancellation of a number of warrants (pursuant to Section 1.4) (and/or any other form of consideration which the Company and the name or names Holder hereof may have agreed to accept in which such certificates are payment of the Current Warrant Price) in the aggregate equal to be registered the aggregate Current Warrant Price of the number of shares of Common Stock being purchased; and (ciii) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Warrant. The Company shall, shall as promptly as practicable practicable, and in any event within seventy-two hours thereafter10 days after receipt by the Company of such notice, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or denomination as may be specified in such notice, said notice and shall be issued in the name of the such Holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, issued and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a Holder of record of such Shares, shares as of the date the aforementioned notice consideration specified for such shares is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the said certificate or certificates, deliver to the such Holder a new Warrant evidencing the rights of such Holder to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the such Holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the such Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share such stock certificates and any new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share in case such stock certificates or new Warrants Warrant shall be registered in a name or names other than the name of the HolderHolder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable as a result upon the issuance of such transfer stock certificate or certificates or any new Warrant shall be paid by the Holder hereof at the time of delivering the aforementioned notice of exercise mentioned above or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesame.

Method of Exercise. To The Holder hereof may exercise this Warrant Warrant, in whole or in part, by delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election by certified or official bank check or by wire transfer to an account designated by the Issuer. Notwithstanding anything herein to the contrary, the Holder shall deliver not be required to physically surrender this Warrant to the Company at until the Holder has purchased all of the Warrant AgencyShares available hereunder and the Warrant has been exercised in full, (a) in which case, the Holder shall surrender this Warrant, (b) a written notice, in substantially or an indemnification reasonably acceptable to the form of the Subscription Notice attached hereto, of Issuer undertaking with respect to such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided Warrant in the third paragraph case of this Section 1.01). The its loss, theft or destruction, to the Company shall, as promptly as practicable and in any event for cancellation within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as three (3) Trading Days of the date the aforementioned notice final Notice of Exercise Form is received by delivered to the Company. If Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have been exercised only the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares an amount equal to the value applicable number of this Warrant or portion thereof by Shares purchased. The Holder and the surrender Company shall maintain records showing the number of Warrant Shares purchased and the date of such Warrant purchases. Subject to all rights of the Company with the "cashless exercise" election marked in the form of Subscription Notice. ThereuponHolder herein, the Company shall issue deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice and such objection shall contain the Holderreason for such objection along with documentation supporting the Company’s reason for objecting. In the event of any dispute or discrepancy, such number the records of fully paid the Company shall be controlling and non-assessable Shares as is computed using determinative in the following formula: X = Y(A-B) ------ A where X = the number absence of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is mademanifest error.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant AgencyCompany, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's ’s election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired desired, and the name or names in which such certificates are to be registered registered, and (c) payment of the aggregate Exercise Price for with respect to such shares. Notwithstanding the Shares purchased (unless foregoing, this Warrant shall be exercisable only to the extent and at the time or times that the Holder chooses could legally take possession and title of such shares. Payment made pursuant to clause (c) above may be made, at the "cashless exercise" option provided in of the third paragraph of this Section 1.01)Holder by cash, money order, certified or bank cashier’s check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours three Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number and type of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice, subject to Section 1.4. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a the name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this This Warrant is exercisable by the Holder in whole or in part, at any time, or from time to time, during the term hereof as described in Section 1 above, by the surrender of this Warrant and the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form address of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify Holder appearing on the number of Shares to be purchased, the denominations books of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) Company), upon payment of the aggregate Exercise Price for the Shares purchased number of shares for which this Warrant is being exercised either (unless i) by cash or check, or (ii) by net exercise pursuant to Section 3(b) below. Promptly after such exercise, the Company shall issue and deliver to the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified shares of Common Stock issuable upon such exercise. Upon issuances by the Company in said notice. The Share certificate or certificates so delivered accordance with the terms of this Warrant, all such shares of Common Stock shall be in such denominations as determined by the Companyvalidly issued, or as may be specified in such noticefully paid and non-assessable, and shall be issued in free from all taxes, liens and encumbrances with respect to the name of issuance thereof (except for any restrictions on sale imposed pursuant to federal or applicable state securities laws). To the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates extent permitted by applicable law, this Warrant shall be deemed to have been issuedexercised immediately prior to the close of business on the date of its surrender for exercise as provided herein, even if the Company's stock transfer books are at that time closed, and such the Holder or any other person so designated to be named therein shall be deemed treated for all purposes to have become holders as the holder of record of the Warrant Shares to be issued upon such Shares, exercise as of the date the aforementioned notice is received by the Companyclose of business on such date. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of Upon any exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such for fewer than all Warrant Shares purchasable pursuant to the Company with the "cashless exercise" election marked in the form terms of Subscription Notice. Thereuponthis Warrant, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by cancel this Warrant and execute and deliver a new Warrant or Warrants in respect of which substantially identical form for the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this remaining Warrant at the time the cashless exercise election is madeShares.

Method of Exercise. To exercise this Warrant in whole or in part, the The Holder shall deliver exercise the Option by delivery to the Company Corporation at the Warrant Agencyits principal place of business, of (a) this Warrant, (bi) a written notice, in substantially notice of exercise signed by the form of person or persons exercising the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify Option specifying the number of Shares Options being exercised; and (ii) a certified or cashier's check in payment of the Option purchase price; or (iii) full payment in shares of Corporation's $.001 par value common stock held for the requisite period necessary to avoid a change to Corporation's reported earnings and valued at fair market value as determined pursuant to Section 3.5 of the Corporation's Stock Option Plan; or (iv) if a cashless exercise program has been implemented by the Corporation's Board of Directors, full payment may be made through a sale and remittance procedure pursuant to which the Holder (A) shall provide irrevocable written instructions to a designated brokerage firm to effect the immediate sale of the optioned shares to be purchasedpurchased and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the optioned shares to be purchased and (B) shall concurrently provide written directives to the Corporation to deliver the certificates for the optioned shares to be purchased directly to such brokerage firm in order to complete the sales transaction. The Corporation shall have the right to demand from the person or persons exercising the Option appropriate documentation evidencing such person or persons right to exercise such Option. Promptly upon receipt of such notice of exercise and the appropriate consideration, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and Corporation will deliver or cause to be executed and delivered, delivered to Holder stock certificate(s) representing the number of shares of the Corporation's $.001 par value common stock purchased in accordance with such noticethe provisions of this Agreement and during Holder's lifetime, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued duly registered in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shalland, at the time of delivery of the certificate Holder's election, his or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeher spouse.

Method of Exercise. To Subject to the provisions of Article 2 below, to exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, Company: (a) this Warrant, (bi) a written notice, in substantially the form of the Subscription Notice attached heretoappearing at the end of this Warrant, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, ; (ii) a certified or official bank check payable to the denominations order of the share certificate or certificates desired and Company in the name or names in which such certificates are aggregate amount equal to be registered the Current Warrant Price multiplied by the total number of shares of Common Stock being purchased; and (ciii) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Warrant. The Company shall, shall as promptly as practicable practicable, and in any event within seventy-two hours thereafter10 days after receipt by the Company of such notice, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or denomination as may be specified in such notice, said notice and shall be issued in the name of the Holder such holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, issued and such Holder holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, shares as of the date the aforementioned notice consideration specified for such shares is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the said certificate or certificates, deliver to the Holder such holder a new Warrant evidencing the rights of such holder to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holdersuch holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the Holdersuch holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share such stock certificates and any new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share in case such stock certificates or new Warrants Warrant shall be registered in a name or names other than the name of the Holderholder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable as a result upon the issuance of such transfer stock certificate or certificates or any new Warrant shall be paid by the Holder holder hereof at the time of delivering the aforementioned notice of exercise mentioned above or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesame.

Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole Oak Brook, Illinois or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit "B" hereto, duly completed and signed, and upon payment to the Company at of the Warrant AgencyPrice (as determined in accordance with the provisions of Sections 7 and 8 hereof), (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify for the number of Shares with respect to be purchased, the denominations which such Soliciting Dealer Warrant is then exercised together with all taxes applicable upon such exercise. Payment of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Warrant Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be made in such denominations as determined cash or by certified check or cashier's check, payable to the Company, or as may be specified in such notice, and shall be issued in the name order of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this A Soliciting Dealer Warrant shall have been may not be exercised only in part, if the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a Prospectus required under the laws of such state cannot be delivered to the Holder pursuant buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to this Section 1.01 upon the extent such cashless exercise election. Y = will cause them to exceed the number ownership limits set forth in the Company's Second Articles of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one ShareAmendment and Restatement, as at amended. If any Soliciting Dealer Warrant has not been exercised by the time the cashless exercise election is made. B = end of the Exercise Price in effect under this Warrant at Period, it will terminate and the time the cashless exercise election is madeWarrantholder will have no further rights thereunder.

Method of Exercise. The Vested Warrant Shares pursuant to this Warrant may be exercised by the Registered Holder as a whole or in part at any time and from time to time subsequent to the date hereof and until the Expiration Date at which time this Warrant shall expire and be of no further force or effect; provided, however, that the minimum number of Warrant Shares that may be purchased on a single exercise shall be 1,000 or the entire number of shares remaining available for exercise hereunder, whichever is less. To exercise this Warrant in whole or in partWarrant, the Registered Holder shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1(a), (a) this Warrant, (b) a written notice, notice in substantially the form of the Subscription Notice Purchase Form attached as Exhibit A hereto, stating therein the election of such Holder's election the Registered Holder to exercise this WarrantWarrant in the manner provided in the Purchase Form, which notice along with payment in full of the Exercise Price (in the manner described below) for all Vested Warrant Shares purchased hereunder. Subject to compliance with Section 3.1(a)(vi), this Warrant shall specify be deemed to be exercised on the number date of receipt by the Company of the Purchase Form, accompanied by payment for the Vested Warrant Shares to be purchasedpurchased and surrender of this Warrant, as aforesaid, and such date is referred to herein as the “Exercise Date.” Upon such exercise (subject as aforesaid), the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and Company shall promptly (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute three Business Days (as defined in the Merger Agreement) following the Exercise Date) issue and deliver or cause to be executed and delivered, in accordance with such notice, the Registered Holder a certificate or certificates representing statement evidencing ownership in book-entry form for the aggregate full number of the Vested Warrant Shares specified purchasable by the Registered Holder hereunder, against the receipt by the Company of the total Exercise Price payable hereunder for all such Vested Warrant Shares, (a) in said noticecash or by certified or cashier’s check or (b) pursuant to the Net Exercise provisions of Section 1.2. The Share certificate person or certificates so delivered shall be entity in such denominations as determined by whose name the Company, certificate(s) or as may be specified in such notice, and shall book-entry statements for Common Stock is to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such SharesCommon Stock on the Exercise Date. If the Company fails to deliver such certificate or statement during the time period specified above, as then the Registered Holder will have the right to rescind such exercise; provided, that nothing herein shall limit a Registered Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of the date the aforementioned notice is received by specific performance or injunctive relief with respect to the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the ’s failure to deliver such certificate or certificates, deliver to statement in accordance with the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by terms of this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, after the date on which Shareholder Approval is obtained, the Holder shall deliver to the Company at the Warrant Agency, : (a) this Warrant, ; (b) a written notice, substantially in substantially the form of the subscription notice attached hereto as Annex 1 (the “Subscription Notice attached heretoNotice”), of such Holder's ’s election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired and the name or names of the Eligible Holder(s) in which such certificates are to be registered registered; and (c) payment of the aggregate Exercise Price for with respect to such shares of Common Stock. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, by cash, money order, certified or bank cashier’s check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours five (5) Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such subscription notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice (or, if such notice shall not specify denominations, one certificate shall be issued) and shall be issued in the name of the Holder or such other name or names of Eligible Holder(s) as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, expenses payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 2.6 below (other than transfer, income transfer or similar taxes in connection with the transfer of securities), except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment If this Warrant shall be surrendered for exercise within any period during which the transfer books for shares of the aggregate Exercise Price, Common Stock of the Holder may elect to receive, without Company or other securities purchasable upon the payment of any additional consideration, Shares equal to the value exercise of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereuponare closed for any purpose, the Company shall issue not be required to make delivery of certificates for the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 securities purchasable upon such cashless exercise election. Y = until the number date of Shares covered by this Warrant in respect the reopening of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesaid transfer books.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant AgencyCompany, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired and desired, the name or names in which such certificates are to be registered registered, and (c) payment of the Exercise Price with respect to such shares. Notwithstanding the foregoing, this Warrant shall be exercisable only, to the extent and at the time or times, that the Holder could legally take possession and title of such shares. Payment made pursuant to clause (c) above may be made, at the option of the Holder: (x) by cash, money order, certified or bank cashier's check or wire transfer, (y) the surrender to the Company of securities of the Company having a Fair Market Value equal to the aggregate Exercise Price for Price, or (z) the Shares purchased (unless delivery of a notice to the Company that the Holder chooses is exercising this Warrant by authorizing the "cashless exercise" option provided in Company to reduce the third paragraph number of shares of Common Stock subject to this Section 1.01)Warrant by the number of shares having an aggregate Fair Market Value equal to the aggregate Exercise Price. The Company shall, as promptly as practicable and in any event within seventy-two hours five Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number and type of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice, subject to Section 1.4. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securitiesHolder's legal and accounting fees and disbursements), except that, if Share share certificates or new Warrants shall be registered in a the name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or of promptly upon receipt of or a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in partthe Investment Incentive Warrant, the Holder shall deliver to the Company Company, at the Warrant Agencyprincipal office of Company, (a) this WarrantWarrant Certificate, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this the Investment Incentive Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) payment of the aggregate Exercise Price for with respect to such shares, and (d) the Shares purchased (unless representation required by Section 2.3 hereof. Payment of the Holder chooses Exercise Price may be made, at the "cashless exercise" option provided in of the third paragraph of this Section 1.01)Holder, by cash, certified or bank cashier's check or wire transfer. The Company shall, as As promptly as practicable and in any event within seventy-two hours thereafterafter receipt of the items referred to above, Company shall execute and deliver or cause to be executed and deliveredthe Holder, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by shares of fully paid and non-assessable Common Stock the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such noticeInvestment Incentive Warrant is exercisable for pursuant to Section 1.2. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice Subscription Notice and payment in full of the Exercise Price is received by the Company. If this Warrant shall have In the event of an overpayment with respect to the Exercise Price, Company will promptly reimburse Holder for any amount representing an overpayment. In the event of an underpayment with respect to the Exercise Price, Company will issue a certificate or certificates representing the aggregate number of shares for which payment has been exercised only received in part, the full and Company shall, at the time of delivery will advise Holder of the certificate or certificatesamount underpaid and, deliver to upon payment of the Holder a new Warrant evidencing the rights to purchase balance due, issue the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical shares. In the event of an underpayment Holder will have no rights as a shareholder with this Warrant, or, at the request respect to any of the Holder, appropriate notation may shares issuable upon exercise for which the Exercise Price has not been paid in full until such payment has been received by Company at which time Holder shall be made on this Warrant which shall then be returned deemed for all purposes to the Holderhave become a holder of record of such shares. The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeshare certificates.

Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office (currently located in whole Dallas, Texas) or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit B hereto, duly completed and signed, and upon payment to the Company at of the Warrant AgencyPrice (as determined in accordance with the provisions of Sections 7 and 8 hereof), (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify for the number of Shares with respect to be purchased, the denominations which such Soliciting Dealer Warrant is then exercised together with all taxes applicable upon such exercise. Payment of the share certificate aggregate Warrant Price shall be made in (i) cash or certificates desired and by certified check or cashier's check, payable to the name or names order of the Company, (ii) surrender of the portion of the Soliciting Dealer Warrant having an aggregate value based on the current market price (as defined in which such certificates are Section 9 hereof) as of the date of exercise, net of the Exercise Price relating thereto, equal to be registered and (c) the aggregate Exercise Price for of the Shares Common Stock being purchased (unless the Holder chooses the "cashless exercise" option provided in Conversion Right"), or (iii) any combination of the third paragraph of this Section 1.01)foregoing. The Company shall, A Soliciting Dealer Warrant may not be exercised unless and until such filings with the Commission (as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and deliveredhereinafter defined) have been made by the Company, in accordance with such noticeSection 11 herein, a certificate or certificates representing necessary for the aggregate number of registration statement pursuant to which the Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by are registered to meet the Company, or as may be specified in such notice, and shall be issued in the name current prospectus requirements of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders Securities Act of record of such Shares1933, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below amended (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in Securities Act"). A Soliciting Dealer Warrant may not be exercised if the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or are exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a Prospectus (as such term is defined under the Securities Act required under the laws of such state cannot be delivered to the Holder pursuant buyer on behalf of the Company. In addition, a holder of Soliciting Dealer Warrants may not exercise any Soliciting Dealer Warrants to this Section 1.01 upon the extent such cashless exercise election. Y = will cause such holder to exceed the number ownership limits set forth in the Company's Articles of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one ShareIncorporation, as at amended. If any Soliciting Dealer Warrant has not been exercised by the time the cashless exercise election is made. B = end of the Exercise Price in effect under this Warrant at Period, it will terminate and the time the cashless exercise election is madeWarrantholder will have no further rights thereunder.

Method of Exercise. To The Warrant Holder may exercise this his rights with respect to all or any whole number of Warrants evidenced by a Warrant Certificate, provided that (except as provided in Section 4.04), Warrants shall not be exercisable for other than a whole or number of shares of Common Stock. Exercise shall be effected by surrender of the Warrant Certificate, with the exercise form thereon duly executed, to the Warrant Agent at its offices as designated in partSection 6.07 hereof, together with the Exercise Price for each share of Common Stock to be purchased. Payment of the Exercise Price shall be made in lawful money of the United States of America by certified check, payable to the order of the Warrant Agent. Upon receipt of a Warrant Certificate with the exercise form duly executed and accompanied by full and proper payment of the Exercise Price for the shares of Common Stock purchased thereby, the Holder Warrant Agent (after requisitioning any certificates for shares of Common Stock from the Company's transfer agent, if necessary) shall deliver to the Company at Warrant Holder certificates for the total number of whole shares of Common Stock for which the Warrants evidenced by such Warrant Certificate are being exercised in such names and denominations as the Warrant AgencyHolder has directed; provided, (a) this Warranthowever, (b) a written noticethat if, in substantially on the form date of surrender of such Warrant Certificate and payment of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchasedExercise Price, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price transfer books for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered Common Stock shall be in such denominations as determined by closed, the Company, or as may be specified in such notice, and certificate for the shares of Common Stock shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, issuable as of the date on which such books shall next be open (whether before, on, or after the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, Expiration Date) at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price and upon the other conditions in effect under this Warrant at on the time the cashless exercise election is madedate of such surrender.

Method of Exercise. To The Holder hereof may exercise this Warrant Warrant, in whole or in part, by delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, but only when a registration statement under the Securities Act providing for the resale of the Warrant Stock and the Common Stock underlying the convertible debentures issued pursuant to the Purchase Agreement is not then in effect as required under the Registration Rights Agreement, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant Notwithstanding anything herein to the contrary, the Holder shall deliver not be required to physically surrender this Warrant to the Company at until the Holder has purchased all of the Warrant AgencyShares available hereunder and the Warrant has been exercised in full, (a) in which case, the Holder shall surrender this Warrant, (b) a written notice, in substantially or an indemnification reasonably acceptable to the form of the Subscription Notice attached hereto, of Issuer undertaking with respect to such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided Warrant in the third paragraph case of this Section 1.01). The its loss, theft or destruction, to the Company shall, as promptly as practicable and in any event for cancellation within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as three (3) Trading Days of the date the aforementioned notice final Notice of Exercise Form is received by delivered to the Company. If Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have been exercised only the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares an amount equal to the value applicable number of this Warrant or portion thereof by Shares purchased. The Holder and the surrender Company shall maintain records showing the number of Warrant Shares purchased and the date of such Warrant purchases. Subject to all rights of the Company with the "cashless exercise" election marked in the form of Subscription Notice. ThereuponHolder herein, the Company shall issue deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice and such objection shall contain the Holderreason for such objection along with documentation supporting the Company’s reason for objecting. In the event of any dispute or discrepancy, such number the records of fully paid the Company shall be controlling and non-assessable Shares as is computed using determinative in the following formula: X = Y(A-B) ------ A where X = the number absence of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is mademanifest error.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretohereto as Annex A, of such Holder's election to exercise this Warrant, which notice shall specify (i) whether the Holder is exercising an A Warrant and/or a B Warrant, (ii) the number of Shares shares of Common Stock to be purchasedpurchased under an A Warrant and/or a B Warrant, as applicable, (iii) the denominations of the share certificate or certificates desired desired, and (iv) the name or names in which such certificates are to be registered and the registered, (c) if the aggregate Common Stock to be received upon the exercise of this Warrant has not been registered under the Securities Act, a written certification in substantially the form of the Certification attached hereto as Annex B, and (d) payment of the Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, by cash, money order, certified or bank cashier's check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours five Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share share certificates or new Warrants Warrant shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To A Registered Holder may exercise this a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the applicable Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in whole or in partthe case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant (the “Shares”), properly completed and executed by the Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds; provided, however, that solely with respect to the Private Warrants and Co-Investment Warrants so long as such Warrants are held by their original purchaser or its permitted transferees the holder thereof may, in lieu of payment of the Warrant Price, surrender its Private Warrants or Co-Investment Warrants, as the case may be, for that number of Shares equal to the quotient obtained by dividing (x) the product of the number of Shares underlying the surrendered Private Warrants or Co-Investment Warrants, as the case may be, multiplied by the difference between the Fair Market Value (defined below) and the Warrant Price by (y) the Fair Market Value. For avoidance of doubt, in no event may a Registered Holder expect or compel the Company to deliver any consideration under a Warrant other than Shares as described immediately above. “Fair Market Value” shall deliver mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the Election to Purchase by a holder of Private Warrants or Co-Investment Warrants, as the case may be, is sent to the Warrant Agent. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Registered Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Registered Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant AgencyAgent shall promptly confirm such telephonic advice to the Company in writing. The Warrant Agent shall, by 11:00 A.M. Eastern Time on the Business Day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (a) the Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this WarrantAgreement, (b) a written noticethe instructions of each Registered Holder or Participant, in substantially as the form case may be, with respect to delivery of the Subscription Notice attached heretoShares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such Holder's election to exercise this Warrantexercise, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) in case of a Book-Entry Warrant Certificate, the aggregate Exercise Price notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the Shares purchased balance, if any, of the Warrants remaining after such exercise and (unless d) such other information as the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Company or such transfer agent and registrar shall reasonably require. The Company shall, as promptly as practicable by 5:00 P.M., New York time, on the third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in any event within seventy-two hours thereafterpayment of the Warrant Price, execute execute, issue and deliver to the Warrant Agent, the Shares to which such Registered Holder or cause to be executed and deliveredParticipant, as the case may be, is entitled, in accordance with fully registered form, registered in such noticename or names as may be directed by such Registered Holder or the Participant, a certificate as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such Shares to or upon the order of the Registered Holder or Participant, as the case may be. In lieu of delivering physical certificates representing the aggregate number Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares issuable upon exercise to the Registered Holder or the Participant by crediting the account of the Registered Holder’s prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of any of the Warrants unless a registration statement under the Act with respect to the Common Stock issuable upon exercise of the Public Warrants is effective and the prospectus contained therein is available for use by the holders of the Public Warrants. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise would be unlawful. The exercise of the Warrants may only be settled by delivery of Shares specified and the Registered Holders shall not be entitled to payment of cash in said noticelieu of Shares (net cash settlement) upon exercise of the Warrants pursuant to the terms of this Agreement or the Warrants regardless of whether the Common Stock underlying the Warrants is registered pursuant to an effective registration statement and a prospectus relating to those Shares is available for use by the holders of the Public Warrants. The Share certificate or certificates so delivered accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Shares. From and after the issuance of such Shares, the former holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former holder’s right to receive payments of dividends and any other amounts payable in respect of the Shares shall be in such denominations as determined by the Company, or as may be specified in such noticegoverned by, and shall be issued in subject to, the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed terms and provisions generally applicable to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been Warrants may be exercised only in part, whole numbers of Shares. No fractional Shares are to be issued upon the Company shall, at the time of delivery exercise of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = but rather the number of Shares to be issued shall be rounded up to the Holder pursuant to this Section 1.01 upon such cashless exercise electionnearest whole number. Y = If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of Shares covered unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 of this Agreement, and delivered to the holder of this Warrant in respect Certificate at the address specified on the books of which the cashless exercise election is madeWarrant Agent or as otherwise specified by such Registered Holder. A = If fewer than all the Fair Market Value (as defined in Article V hereof) of one ShareWarrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as at appropriate, evidencing the time balance of the cashless Warrants remaining after such exercise. The Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the issue of the Shares upon the exercise election of Warrants; and in the event that any such transfer is made. B = involved, the Exercise Price in effect under this Warrant at Company shall not be required to issue or deliver any Shares until such tax or other charge shall have been paid or it has been established to the time the cashless exercise election Company’s satisfaction that no such tax or other charge is madedue.

Method of Exercise. To exercise this (a) This Warrant may be exercised in whole or in partpart by the Holder hereof at any time, and from time to time, before 5:00 p.m., Irvine, California time, on the Expiration Date. To exercise this Warrant, the Holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated herein, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as Exhibit A hereto, stating therein the election of such Holder's election Holder to exercise this Warrant, which notice shall specify Warrant in the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option manner provided in the third paragraph Subscription Notice, (ii) payment in full of the Exercise Price as provided in Section 2.1(b), and (iii) this Warrant. This Warrant shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Section 1.01). The Warrant, and such date is referred to herein as the “Exercise Date.” If the Holder exercises this Warrant as set forth herein, then the Company shall, as promptly as practicable and in any event within seventy-two hours thereafter10 business days after the Exercise Date, execute issue and deliver deliver, or cause to be executed issued and delivered, in accordance with to such notice, Holder a certificate or certificates representing for the aggregate full number of Warrant Shares specified set forth in said noticethe Subscription Notice. The Share certificate or As permitted by applicable law, the Person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Shares are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Shares on the Exercise Date and shall be entitled to all of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result benefits of such transfer shall be paid by holder on the Holder at Exercise Date, including the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company right to receive dividends and other distributions for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at the time the cashless Date and to exercise election is madevoting rights.

Method of Exercise. To exercise this This Warrant may be exercised in whole or in part at any time or from time to time on or after the date hereof and prior to Maturity on any date that is a Business Day; provided, however, that the minimum number of shares of Common Stock for which this Warrant may be exercised in part is 3,000 shares, which number is subject to adjustment in accordance with Article III hereof. To exercise this Warrant, in whole or part, the Holder holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1, (a) this Warrant, (b) a written notice, notice in substantially the form of the Subscription Notice attached as Exhibit A hereto, stating therein the election of such Holder's election holder to exercise this WarrantWarrant in the manner provided in the Subscription Notice, which notice shall specify the number of Shares to be purchased, the denominations (b) payment in full of the share certificate or certificates desired and Exercise Price (in the name or names in which such certificates are to be registered manner described below) for all Warrant Shares purchased hereunder, and (c) this Warrant. This Warrant shall be deemed to be exercised on the aggregate date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, as aforesaid, and such date is referred to herein as the "Exercise Date". Upon such exercise, the Company shall within three Business Days issue and deliver to such holder a certificate for the full number of the Warrant Shares or Other Securities purchased by such holder hereunder, against the receipt by the Company of the total Exercise Price payable for all the Warrant Shares so purchased. Payment of the Exercise Price shall be made by either (i) certified or official bank check, (ii) cancellation of any debt owed by the Company to the holder hereof, or (iii) surrendering of Warrant Shares or other shares of Common Stock valued at the current Fair Market Value. If the holder surrenders a combination of cash, cancellation of any debt, or Warrant Shares or other shares of Common Stock, the holder shall specify the respective number of Warrant Shares to be purchased (unless with each form of consideration, and the Holder chooses foregoing provisions shall be applied to each form of consideration with the "cashless exercise" option provided in the third paragraph same effect as if this Warrant were being separately exercised with respect to each form of this Section 1.01)consideration. The Company shall, as promptly as practicable and Person in any event within seventy-two hours thereafter, execute and deliver or cause whose name the certificate(s) for Common Stock is to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as of Common Stock on the date the aforementioned notice is received by the CompanyExercise Date. If this Warrant shall have has been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, shall deliver to the Holder holder a new Warrant evidencing the rights of such holder to purchase the remaining a number of Warrant Shares called for by with respect to which this WarrantWarrant has not been exercised, which new Warrant shall shall, in all other respects respects, be identical with this Warrant, or, at the request option of the HolderCompany, appropriate notation may be made on this Warrant which shall then be and this Warrant returned to the Holdersuch holder. The Company issuance of any Common Stock or Other Securities upon the exercise of the Warrant shall pay all expensesbe made without charge to any holder for any tax, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transferincome taxes assessed on such holder, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesuch issuance.

Method of Exercise. (a) To exercise this Warrant Option in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Option Agency, (ai) this WarrantOption, (bii) a written notice, in substantially the form of the Subscription Notice attached heretohereto as Annex A, of such Holder's election to exercise this WarrantOption, which notice shall specify (A) the number of Option Shares to be purchased, (B) the denominations of the share certificate or certificates desired desired, and (C) the name or names in which such certificates are to the registered, (iii) if the Common Stock to be received upon the exercise of this Option has not been registered under the Securities Act, a written certification in substantially the form of the Certification attached hereto as Annex B, and (civ) payment of the aggregate Exercise Price for with respect to such Option Shares. Such payment may be made, at the Shares purchased (unless option of the Holder, by cash, money order, certified or bank cashier's check or wire transfer; provided, however, that if this Option is exercised after the occurrence of a Change in Control that is also a Capital Reorganization in which cash is received by the stockholders of the Company, then the Holder chooses may elect to offset the "cashless exercise" option provided in amount of cash due to the third paragraph Holder from such Capital Reorganization against the Exercise Price payable upon exercise of this Section 1.01)Option. The Company shall, as promptly as practicable and in any event within seventy-two hours five Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Option Shares specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of Option Shares for which the Option is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a Holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant Option shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant Option evidencing the rights right to purchase the remaining Option Shares called for by this WarrantOption, which new Warrant Option shall in all other respects be identical with this WarrantOption, or, at the request of the Holder, appropriate notation may be made on this Warrant Option which shall then be returned to the Holder. The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and a new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Option, except that, if Share share certificates or a new Warrants Option shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To Subject to and upon all of the terms and conditions set forth in this Warrant, the Holder may exercise this Warrant Warrant, in whole or in partpart with respect to any Warrant Shares, at any time and from time to time during the Holder shall deliver period commencing on the date that this Warrant vests in accordance with the second paragraph of this Section 2.1 and ending at 5:00 p.m., Boston, Massachusetts time, on the Expiration Date, by presentation and surrender of this Warrant to the Company Corporation at the Warrant Agencyits principal office, together with (a) this Warrant, (b) a written noticeproperly completed and duly executed subscription form, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice subscription form shall specify the number of Warrant Shares to be purchasedfor which this Warrant is then being exercised, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (cb) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, Price payable hereunder in respect of the Holder may elect to receive, without the payment number of any additional consideration, Warrant Shares equal to the value being purchased upon exercise of this Warrant or portion thereof by the surrender Warrant. Payment of such Warrant to aggregate Exercise Price shall be made (i) in cash or by money order, certified or bank cashier's check or wire transfer (in each case in lawful currency of the Company with United States of America), (ii) by cancellation of indebtedness owing from the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue Corporation to the Holder, (iii) if the Common Stock is then traded on the Nasdaq National Market or a national securities exchange, by cancellation of a portion of this Warrant exercisable for such number of fully paid and non-assessable Warrant Shares as is computed using determined by dividing (A) the following formula: X = Y(A-B) ------ A where X = total Exercise Price payable in respect of the number of Warrant Shares to be issued to the Holder pursuant to this Section 1.01 being purchased upon such cashless exercise election. Y = by (B) the number excess of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value per share of Common Stock as of the Exercise Date (as defined in Article V hereofbelow) of one Share, as at the time the cashless exercise election is made. B = over the Exercise Price in effect under per share; if the Holder wishes to exercise this Warrant pursuant to this clause (iii) with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchased shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date, or (iv) any combination of the methods described in the foregoing clauses (i), (ii) or (iii). This Warrant will become exercisable ("vest") based on the Product Revenue ("Product Revenue") achieved under the Marketing Agreement (the "Marketing Agreement") dated the date hereof between the Company and Xxxxxxxx Consulting LLP ("Xxxxxxxx") that is attributable to joint marketing efforts of the Company and Xxxxxxxx pursuant to Section 2.3 of such Marketing Agreement, as follows: Product Revenue Warrants Becoming Exercisable ----------------- ----------------------------- First $25 million 14,000 for each $1 million of sales revenue Next $25 million 6,000 for each $1 million of sales revenue Product Revenue shall be determined in accordance with the procedures set forth in Sections 4.3 and 4.4 of the Marketing Agreement. Once this Warrant becomes exercisable with respect to Warrant Shares in accordance with the foregoing provisions, this Warrant shall not cease to be exercisable with respect to such Warrant Shares as a result of the Product Revenue decreasing below the amount that resulted in this Warrant (or any portion hereof) becoming exercisable. In no event shall this Warrant become exercisable for more than 500,000 shares of Common Stock. Notwithstanding anything to the contrary contained herein, upon termination of the Marketing Agreement at the time election of the cashless exercise election is madeCompany as a result of a breach by Xxxxxxxx pursuant to Section 10.2(a) thereof, no further vesting of this Warrant shall occur, but the Warrant shall remain exercisable during its term to the extent then vested.

Method of Exercise. To Holder may at any time and from time to time exercise this Warrant Warrant, in whole or in part, the Holder shall deliver by delivering to the Company at the original of this Warrant Agency, (a) this Warrant, (b) together with a written notice, duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Subscription Notice attached heretoCompany), or other form of such Holder's election payment acceptable to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) Company for the aggregate Exercise Price for the Shares purchased (unless the being purchased. Notwithstanding any contrary provision herein, if this Warrant was originally executed and/or delivered electronically, in no event shall Holder chooses the "cashless exercise" option provided in the third paragraph be required to surrender or deliver an ink-signed paper copy of this Section 1.01)Warrant in connection with its exercise hereof or of any rights hereunder, nor shall Holder be required to surrender or deliver a paper or other physical copy of this Warrant in connection with any exercise hereof. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or shall cause the shares underlying the Warrant (the “Warrant Shares”) purchased hereunder to be executed transmitted by the Transfer Agent to the Holder by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise and delivered, in accordance with such notice, a certificate or certificates representing (ii) the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by Trading Days comprising the Company, or as may be specified in such notice, and shall be issued in Standard Settlement Period after the name delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become holders the holder of record of such Sharesthe Warrant Shares with respect to which this Warrant has been exercised, as irrespective of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificatesWarrant Shares, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary provided that payment of the aggregate Exercise Price, Price (other than in the Holder may elect to receive, without the payment case of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "a cashless exercise" election marked in ) is received within the form earlier of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid (i) two (2) Trading Days and non-assessable Shares as is computed using the following formula: X = Y(A-B(ii) ------ A where X = the number of Shares Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails to be issued cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to this Section 1.01 upon section by the Warrant Share Delivery Date, then the Holder will have the right to rescind such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeexercise.

Method of Exercise. To The Option shall be exercisable by the giving of written notice of exercise to the Company, in either of the manners set forth below in this Warrant in whole or in partparagraph 2, specifying the Holder shall deliver number of shares to be purchased and accompanying such notice with (a) payment by cash and/or check payable to the Company at of the Warrant Agency, (a) this Warrant, full purchase price therefor or (b) a written notice, in substantially the form discretion of the Subscription Notice attached hereto, Company's Board of such Holder's election to exercise this Warrant, which notice shall specify Directors (the number of Shares to be purchased, "Board") at the denominations time of the share exercise of the Option regarding whether to permit payment in either of the following manners (i) payment by a stock certificate or certificates desired and the name or names in which such certificates are certificates, duly endorsed for transfer to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name representing shares of Common Stock of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates Company owned by the Optionee which shall be deemed to have been issueda fair market value on the date of exercise equal to the closing sale price of the Company's Common Stock as reported by NASDAQ on the day prior to the date of exercise or (ii) cash and/or a check payable to the Company and a stock certificate or certificates representing shares of the Common Stock of the Company owned by the Optionee, which, when added to the amount of the cash and/or check, have a fair market value on the date of exercise, as defined in (i) above, equal to the option price and (c) if required by the Company, the written representations and agreements referred to in paragraph 7 hereof. Shares of stock delivered to the Company in payment of tax withholdings are allowed only to the extent that such Holder or any other person so designated delivery does not result in a charge to be named therein the earnings of the Company. If sent by mail such written notice shall be deemed for all purposes to have become holders of record of such Shares, as of be given and the Option exercised on the second business day following the date the aforementioned notice same is received by deposited in the United States mail, properly addressed to the Secretary of the Company, with postage thereon prepaid. If this Warrant personally delivered, such written notice shall have been be deemed for all purposes to be given and the Option exercised only in part, on the Company shall, at date the time of delivery of the certificate or certificates, deliver same is personally delivered to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request Secretary of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder (or such other officer as may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof be designated by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madewriting).

Method of Exercise. To This option shall be exercisable by written notice signed by you and delivered to the Company at its principal executive offices, attention of the Chairman of the Board of the Company, signifying your election to exercise this Warrant the option, and accompanied by payment in whole or full of the purchase price of the shares being purchased. Payment may be made in part, cash; a certified check to the Holder shall order of the Company; delivery to the Company of shares of Common Stock having a fair market value equal to the purchase price; irrevocable instructions to a broker to sell shares of Common Stock to be issued upon exercise of the option and to deliver to the Company at the Warrant Agencyamount of sales proceeds necessary to pay such purchase price and to deliver to the Company the amount of sales proceeds necessary to pay such purchase price and to deliver the remaining cash proceeds, (a) this Warrantless commissions and brokerage fees, (b) a written notice, in substantially to the form of the Subscription Notice attached hereto, optionee; any combination of such Holder's election to exercise this Warrant, which notice shall specify the number methods of Shares to be purchased, the denominations of the share certificate payment; or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations other means as determined by the CompanyBoard of Directors (or Committee, or as may be specified in such notice, and shall be issued defined in the name Plan), in its sole discretion on the date of exercise, to be consistent with the purpose of the Holder or such other name or names Plan. The notice must state the number of shares of Common Stock as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issuedwhich your option is being exercised and must contain, and such Holder or any other person so designated unless indicated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received contrary by the Company, a representation and acknowledgment by you (in a form acceptable to the Company) that, among other things and to the extent required, such shares are being acquired by you for investment and not with a view to their distribution or resale, that the shares are not registered under the Securities Act of 1933, as amended (the "Act"), that the Company is not obligated to register the shares, that the shares may have to be held indefinitely unless registered for resale under the Act or an exemption from the registration requirements is available and that the Company may place a legend on the certificate evidencing the shares reflecting the fact that they were acquired for investment and cannot be sold or transferred unless registered under the Act or unless counsel to the Company is satisfied that the circumstances of the proposed transfer do not require such registration. If notice of the exercise of this Warrant shall have been exercised only in partoption is given by a person or persons other than you, the Company shallmay require, at as a condition to the time of delivery exercise of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Priceoption, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant submission to the Company with of appropriate proof of the "cashless exercise" election marked in right of such person or persons to exercise the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeoption.

Method of Exercise. To exercise Subject to the terms and conditions hereof, this Warrant may be exercised by Holder, in whole or in part, at any time on any Business Day (as hereinafter defined) on or after the Holder shall deliver opening of business on the date hereof and prior to 11:59 P.M. New York Time on the Company at the Warrant Agency, Expiration Date by (ai) this Warrant, (b) delivery of a written notice, in substantially the form of the Subscription Notice subscription form attached heretoas Exhibit A hereto (the "EXERCISE NOTICE"), of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, (ii) (A) payment to the denominations Company of an amount equal to the Warrant Exercise Price multiplied by the number of Shares as to which this Warrant is being exercised (the "AGGREGATE EXERCISE PRICE") by wire transfer of immediately available funds (or by check if the Company has not provided Holder with wire transfer instructions for such payment) or (B) by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as hereinafter defined), and (iii) unless Holder has previously delivered this Warrant to the Company and it or a new replacement Warrant has not yet been delivered to Holder, the surrender to a common carrier for overnight delivery to the Company as soon as practicable following such date, this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction). In the event of any exercise of the share certificate rights represented by this Warrant in compliance with this Section 4(a), the Company shall on the second (2nd) Business Day (the "WARRANT SHARE DELIVERY DATE") following the date of its receipt of the Exercise Notice, the Aggregate Exercise Price (or certificates desired and the name or names in which such certificates are to be registered notice of Cashless Exercise) and (cunless Holder has previously delivered this Warrant to the Company and it or a new replacement Warrant has not yet been delivered to Holder), this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option EXERCISE DELIVERY DOCUMENTS"), (A) provided that the transfer agent is participating in the third paragraph of this Section 1.01). The Depository Trust Company shall("DTC") Fast Automated Securities Transfer Program and provided that Holder is eligible to receive shares through DTC, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with credit such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock to which Holder shall be entitled to Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) issue and deliver to the address specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the CompanyExercise Notice, or as may be specified in such noticea certificate, and shall be issued registered in the name of Holder or its designee, for the number of shares of Common Stock to which the Holder or such other name or names as shall be designated entitled. Upon (x) delivery of the Exercise Notice and (y) the Aggregate Exercise Price referred to in such notice. Such certificate clause (ii)(A) above or certificates shall be deemed notification to have been issuedthe Company of a Cashless Exercise, and such the Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become holders the holder of record of such Sharesthe Shares with respect to which this Warrant has been exercised, as irrespective of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to as required by clause (iii) above or the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of evidencing such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeShares.

Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole Oak Brook, Illinois or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit "B" hereto, duly completed and signed, and upon payment to the Company at of the Warrant AgencyPrice (as determined in accordance with the provisions of Sections 7 and 8 hereof), (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify for the number of Shares with respect to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless Soliciting Dealer Warrant is then being exercised together with all taxes applicable upon such exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment Payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = Price for the number of Shares with respect to which the Soliciting Dealer Warrant is being exercised shall be made in cash or by certified check or cashier's check, payable to the order of the Company. A Soliciting Dealer Warrant may not be exercised if the Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a Prospectus required under the laws of such state cannot be delivered to the Holder pursuant buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to this Section 1.01 upon the extent such cashless exercise electionwill cause them to exceed the ownership limits set forth in the Company's Articles. Y = If any Soliciting Dealer Warrant has not been exercised by the number end of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at Period, it will terminate and the time the cashless exercise election is madeWarrantholder will have no further rights thereunder.

Method of Exercise. To A Registered Holder may exercise this a Warrant by delivering, not later than 5:00 P.M., New York City time, on any business day during the applicable Exercise Period (the "Exercise Date") to the Warrant Agent at its corporate trust department (i) the Warrant Certificate or, in whole or in partthe case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the "Book-Entry Warrants") free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) a subscription form ("Subscription Form"), properly completed and executed by the Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository's procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds (or, for a Registered Holder exercising the Conversion Right, the documents required pursuant to Section 3.5). If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Subscription Form, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Registered Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall deliver have any obligation to inform a Registered Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant AgencyAgent shall promptly confirm such telephonic advice to the Company in writing. The Warrant Agent shall, by 11:00 A.M., New York City time, on the business day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (a) the shares of Common Stock issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this WarrantAgreement, (b) a written noticethe instructions of each Registered Holder or Participant, in substantially as the form case may be, with respect to delivery of the Subscription Notice attached heretoshares of Common Stock issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such Holder's election to exercise this Warrantexercise, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) in case of a Book-Entry Warrant Certificate, the aggregate Exercise Price notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the Shares purchased balance, if any, of the Warrants remaining after such exercise and (unless d) such other information as the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Company or such transfer agent and registrar shall reasonably require. The Company shall, as promptly as practicable by 5:00 P.M., New York City time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in any event within seventy-two hours thereafterpayment of the Warrant Price, execute execute, issue and deliver to the Warrant Agent, the shares of Common Stock to which such Registered Holder or cause to be executed and deliveredParticipant, as the case may be, is entitled, in accordance with fully registered form, registered in such noticename or names as may be directed by such Registered Holder or the Participant, a certificate as the case may be. Upon receipt of such shares of Common Stock, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth business day next succeeding such Exercise Date, transmit such shares of Common Stock to or upon the order of the Registered Holder or Participant, as the case may be. In lieu of delivering physical certificates representing the aggregate number shares of Shares specified Common Stock issuable upon exercise, provided the Company's transfer agent is participating in said noticethe Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the shares of Common Stock issuable upon exercise to the Registered Holder or the Participant by crediting the account of the Registered Holder's prime broker with the Depository or of the Participant through its Deposit/Withdrawal At Custodian system. The Share certificate or certificates so delivered time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. The accrual of dividends, if any, on the shares of Common Stock issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the shares of Common Stock. From and after the issuance of such shares of Common Stock, the former holder of the Warrants exercised will be entitled to the benefits generally available to other holders of shares of Common Stock and such former holder's right to receive payments of dividends and any other amounts payable in respect of the shares of Common Stock shall be in such denominations as determined by the Company, or as may be specified in such noticegoverned by, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in partsubject to, the Company shall, at the time terms and provisions generally applicable to such shares of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the HolderCommon Stock. The Company shall not be required to pay all expenses, payable any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name issue of the Holder, funds sufficient to pay all transfer taxes payable as a result shares of Common Stock upon the exercise of Warrants; and in the event that any such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereuponis involved, the Company shall not be required to issue or deliver any shares of Common Stock until such tax or other charge shall have been paid or it has been established to the Holder, Company's satisfaction that no such number of fully paid and non-assessable Shares as tax or other charge is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madedue.

Method of Exercise. To exercise this Warrant in whole This Option shall be exercisable by execution and delivery of the Exercise Agreement attached hereto as Exhibit A or in part, the Holder shall deliver to of any other form of written notice approved for such purpose by the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's which shall state Optionee’s election to exercise this WarrantOption, which notice shall specify the number of Shares in respect of which this Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be purchased, required by the denominations Company pursuant to the provisions of the share certificate or certificates desired Plan. Such written notice shall be signed by Optionee and shall be delivered to the name or names Company by such means as are determined by the Company in which such certificates are its discretion to constitute adequate delivery. The written notice shall be registered and (c) accompanied by payment of the aggregate Exercise Price for the Shares purchased (unless Shares. As a condition to the Holder chooses the "cashless exercise" option provided in the third paragraph grant, vesting and exercise of this Option and as further set forth in Section 1.019 of the Plan, Optionee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any Subsidiary or Affiliate for) any applicable taxes or tax withholdings, social contributions, required deductions, or other payments, if any (“Tax-Related Items”). The Company shall, as promptly as practicable and which arise upon the grant, vesting or exercise of this Option, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in any event within seventy-two hours thereafterconnection with this Option or the Shares, execute and deliver whether by withholding, direct payment to the Company, or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations otherwise as determined by the Company in its sole discretion. Regardless of any action the Company or any Subsidiary or Affiliate takes with respect to any or all applicable Tax-Related Items, Optionee acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and may exceed any amount actually withheld by the Company or any Subsidiary or Affiliate. Optionee further acknowledges and agrees that Optionee is solely responsible for filing all relevant documentation that may be required in relation to this Option or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or exercise of this Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Optionee further acknowledges that the Company makes no representations or undertakings regarding the treatment of any Tax-Related Items and does not commit to and is under no obligation to structure the terms or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Optionee also understands that Applicable Laws may require varying Share or option valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Optionee under Applicable Laws. Further, if Optionee has become subject to Tax-Related Items in more than one jurisdiction, Optionee acknowledges that the Company or any Subsidiary or Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of this Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. Furthermore, Optionee understands that the Applicable Laws of the country in which Optionee is residing or working at the time of grant, vesting, and/or exercise of this Option (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of this Option. This Option may not be exercised until such time as the Plan has been approved by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any Applicable Laws, including any applicable U.S. federal or state securities laws or any other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be specified in required by the Applicable Laws. Assuming such noticecompliance, and for income tax purposes the Shares shall be issued in considered transferred to Optionee on the name of the Holder or date on which this Option is exercised with respect to such other name or names as shall be designated in such noticeShares, subject to Applicable Laws. Such certificate or certificates Subject to compliance with Applicable Laws, this Option shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as exercised upon receipt by the Company of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned written notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof accompanied by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price and the satisfaction of any applicable obligations described in effect under this Warrant at the time the cashless exercise election is madeSection below.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company at the Warrant Agency, Agency (a) this Warrant, (b) a written notice, in substantially the form notice of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Non-Voting Common Stock to be purchasedpurchased (which shall be a whole number of shares if for less than all the shares then issuable hereunder), the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered registered, and (c) payment of the aggregate Exercise Price for with respect to such shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier's check or wire transfer in an amount equal to the product of (i) the Exercise Price times (ii) the number of Warrant Shares purchased as to which this Warrant is being exercised or (unless b) by receiving from the Holder chooses Company the "cashless number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value, based on the Fair Market Value of the Company per share of Common Stock on the Business Day immediately prior to the date of such exercise" option provided in , equal to the third paragraph product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Section 1.01)Warrant is being exercised. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterseven days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Non-Voting Common Stock specified in said noticenotice together with cash in lieu of any fractions of a share as provided in Section 1.3. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the such certificate or certificates, deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Shares shares of Non-Voting Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering delivery of the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's ’s election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "“cashless exercise" ” option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "“cashless exercise" ” election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = Where X= the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = Y= the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = A= the Fair Market Value (as defined in Article V IV hereof) of one Share, as at the time the cashless exercise election is made. B = B= the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the Holder hereof, in whole or in part, at any time and from time to time on or after the date hereof until 5:00 p.m., Houston, Texas time, on August 12, 2004 (the "Exercise Date"). To exercise the Warrants, the Holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1 hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or immediately available funds for all Warrant Shares purchased hereunder, or (B) if the Company and the Holder mutually elect, through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the Holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the Holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result benefits of such transfer shall be paid by holder on the Holder at Exercise Date, including without limitation the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company right to receive dividends and other distributions for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at the time the cashless Date and to exercise election is madevoting rights.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company Company, at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, notice of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Non-Voting Common Stock to be purchasedpurchased (which shall be a whole number of shares if for less than all the shares then issuable hereunder), the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered registered, and (c) payment of the aggregate Exercise Price for with respect to such shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier's check or wire transfer in an amount equal to the product of (i) the Exercise Price times (ii) the number of Warrant Shares purchased as to which this Warrant is being exercised or (unless b) by receiving from the Holder chooses Company the "cashless number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having a value, based on the Closing Price on the trading day immediately prior to the date of such exercise" option provided in , equal to the third paragraph product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Section 1.01)Warrant is being exercised. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterseven days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Non-Voting Common Stock specified in said noticenotice together with cash in lieu of any fractions of a share as provided in Section 1.3. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the such certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares shares of Non-Voting Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering delivery of the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the Holder date hereof until 5:00 p.m., Houston, Texas time, on ____________, 200__. To exercise the Warrants, the holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1 hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, or (B) through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the Person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date benefits of such holder on the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in partExercise Date, including without limitation, the Company shall, at the time of delivery of the certificate or certificates, deliver right to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called receive dividends and other distributions for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at Date and the time the cashless right to exercise election is madevoting rights.

Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole Orlando, Florida or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit "B" hereto, duly completed and signed, and upon payment to the Company at of the Warrant AgencyPrice (as determined in accordance with the provisions of Sections 7 and 8 hereof), (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify for the number of Shares with respect to be purchased, the denominations which such Soliciting Dealer Warrant is then exercised together with all taxes applicable upon such exercise. Payment of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Warrant Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be made in such denominations as determined cash or by certified check or cashier's check, payable to the Company, or as may be specified in such notice, and shall be issued in the name order of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this A Soliciting Dealer Warrant shall have been may not be exercised only in part, if the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a Prospectus required under the laws of such state cannot be delivered to the Holder pursuant buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to this Section 1.01 upon the extent such cashless exercise electionwill cause them to exceed the ownership limits set forth in the Company's Articles of Incorporation. Y = If any Soliciting Dealer Warrant has not been exercised by the number end of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at Period, it will terminate and the time the cashless exercise election is madeWarrantholder will have no further rights thereunder.

Method of Exercise. This Warrant may be exercised by the -------------------- Registered Holder as a whole or in part from time to time until June 30, 2006, at which time this Warrant shall expire and be of no further force or effect; provided, however, that the minimum number of Warrant Shares that may be -------- ------- purchased on a single exercise shall be 10,000 or the entire number of shares remaining available for exercise hereunder, whichever is less. To exercise this Warrant in whole or in partWarrant, the Registered Holder or permitted assignees of all rights of the Registered Holder shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1(a), (a) a written notice in the form of the Purchase Form attached as Exhibit A hereto, stating therein the election of the Registered Holder or such permitted assignees of the Registered Holder to exercise this WarrantWarrant in the manner provided in the Purchase Form, (b) a written notice, payment in substantially the form full of the Subscription Notice attached heretoExercise Price (in the manner described below) for all Warrant Shares purchased hereunder, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) this Warrant. Subject to compliance with Section 3.1(a)(vi), this Warrant shall be deemed to be exercised on the aggregate date of receipt by the Company of the Purchase Form, accompanied by payment for the Warrant Shares to be purchased and surrender of this Warrant, as aforesaid, and such date is referred to herein as the "Exercise Date." Upon such exercise (subject as aforesaid), the Company -------------- shall issue and deliver to the Registered Holder a certificate for the full number of the Warrant Shares purchasable by the Registered Holder hereunder, against the receipt by the Company of the total Exercise Price payable hereunder for the all such Warrant Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)cash or by certified or cashier's check. The Company shall, as promptly as practicable and Person in any event within seventy-two hours thereafter, execute and deliver or cause whose name the certificate(s) for Common Stock is to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made Common Stock on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeDate.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company at the Warrant Agency, its principal place of business (a) this Warrant, (b) a written notice, notice in substantially the form of the Subscription Notice attached hereto, of such the Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchasedpurchased (which shall be a whole number of shares if for less than all the shares then issuable hereunder), the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) payment of the aggregate Exercise Price for with respect to such shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier's check or wire transfer in an amount equal to the product of (i) the Exercise Price times (ii) the number of Warrant Shares purchased as to which this Warrant is being exercised or (unless the Holder chooses the b) by a "cashless exercise" option provided in the third paragraph of this Section 1.01Warrant, in which event the Holder shall receive from the Company the number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value (determined by reference to the Fair Market Value of a share of Common Stock on the Business Day immediately prior to the date of such exercise), equal to the product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Warrant is being exercised. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterseven days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said noticenotice together with cash in lieu of any fractions of a share as provided in Section 1.3. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the such certificate or certificates, deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall shall, in all other respects respects, be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeProvision.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the Holder hereof, in whole or in part, at any time and from time to time on or after the date hereof until 5:00 p.m., Houston, Texas time, on May 7, 2002 (the "Exercise Date"). To exercise the Warrants, the Holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1 hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, or (B) if the Company and the Holder mutually elect, through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the Holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such Holder hereunder, and shall, unless the Warrants have expired, deliver to the Holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result benefits of such transfer shall be paid by holder on the Holder at Exercise Date, including without limitation the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company right to receive dividends and other distributions for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at the time the cashless Date and to exercise election is madevoting rights.

Method of Exercise. To exercise Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Warrant in whole or in part, the Holder shall deliver Option may be exercised from time to time by notice acceptable to the Company at stating the Warrant Agency, number of shares with respect to which this Option is being exercised and accompanied by either (a) this Warrantpayment in full of the Xxxxx Xxxxx for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a written notice, in substantially the form description of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the a "cashless exercise" option provided in the third paragraph of this Section 1.01)procedure and such other documents and undertakings as are necessary to satisfy that procedure. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or the Committee, may from time to time designate one or more forms or methods of providing notice of the exercise of an Option and in that event the Optionee agrees to utilize such form or method. As soon as may be specified in practicable after its receipt of such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option with respect to such shares not paid for may be terminated by the Company. The Committee may, in its discretion at the time of delivery exercise of the certificate or certificatesOption, deliver grant to the Holder Optionee a new Warrant evidencing option (a "Reload Option") to permit the rights Optionee to purchase that number of shares of Stock delivered by the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned Optionee to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income full or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary partial payment of the aggregate Exercise PriceXxxxx Xxxxx, the Holder may elect to receive, without the or in full or partial payment of any additional considerationthe tax withholding obligations incurred on account of the exercise of the Option, Shares equal on such terms and conditions as the Committee may determine under the terms of the Plan. The Xxxxx Xxxxx for shares subject to the value a Reload Option shall be not less than one hundred percent (100%) of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Sharethe shares on the date of grant of the Reload Option, as at and the time duration of a Reload Option shall be equal to the cashless exercise election is made. B = unexpired term of the Exercise Price in effect under this Warrant at exercised Option on the time the cashless exercise election is madedate of exercise.

Method of Exercise. To exercise this Each Warrant in whole or in part, may be exercised by the Holder shall deliver thereof at any time but not after the Warrant Expiration Date, upon the terms and subject to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired conditions set forth herein and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)applicable Warrant Certificate. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates A Warrant shall be deemed to have been issued, exercised immediately prior to the close of business on the date of exercise (the "Exercise Date") and the person entitled to receive the securities deliverable upon such Holder or any other person so designated to be named therein exercise shall be deemed treated for all purposes to have become holders of record of as the Holder upon such Shares, exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the cash or check received from the exercise of a Warrant in an account for the benefit of the Company and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five (5) days after the date of such notice from the aforementioned notice is received Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Company. If this Warrant shall have been exercised only in part, Transfer Agent to the Company shall, at person or persons entitled to receive the time of delivery of the same a certificate or certificates, deliver to certificates for the Holder securities deliverable upon such exercise (plus a new Warrant evidencing the rights to purchase the Certificate for any remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request unexercised Warrants of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share provided that the Warrant Agent shall refrain from causing such issuance of certificates or new Warrants shall be registered pending clearance of checks received in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise PricePrice pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Holder may elect to receive, without Warrant Agent shall promptly remit the payment of any additional consideration, Shares equal to received for the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with or as the "cashless exercise" election marked Company may direct in writing. The purchase rights represented by each Warrant Certificate are exercisable at the form option of Subscription Noticethe Holders thereof, in whole or part (but not as to fractional shares of the Common Stock). ThereuponIn the case of the purchase of less than all Warrant Securities purchasable under any Warrant Certificate, the Company shall issue to cancel said Warrant Certificate upon the Holder, such number surrender thereof and shall execute and deliver a new Warrant Certificate of fully paid and non-assessable Shares as is computed using like tenor for the following formula: X = Y(A-B) ------ A where X = balance of the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeSecurities purchasable thereunder.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the Holder date hereof until 5:00 p.m., Houston, Texas time, on June 30, 2005. To exercise the Warrants, the holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, or (B) through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the Person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date benefits of such holder on the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in partExercise Date, including without limitation, the Company shall, at the time of delivery of the certificate or certificates, deliver right to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called receive dividends and other distributions for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at Date and the time the cashless right to exercise election is madevoting rights.

Method of Exercise. To exercise Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise form annexed hereto (the “Notice of Exercise”). Within three (3) trading days after the date of exercise as aforesaid, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (Warrant Securities specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the Holder chooses the "cashless exercise" option provided exercise procedure specified in Section 2(c) below is available and specified in the third paragraph applicable Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Section 1.01). The Warrant to the Company shall, as promptly as practicable until the Holder has purchased all of the Warrant Securities available hereunder and the Warrant has been exercised in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and deliveredfull, in accordance with such noticewhich case, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed surrender this Warrant to have been issued, and such Holder or any other person so designated to be named therein shall be deemed the Company for all purposes to have become holders of record of such Shares, as cancellation within three (3) trading days of the date the aforementioned notice final Notice of Exercise is received by delivered to the Company. If Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Securities available hereunder shall have been exercised only the effect of lowering the outstanding number of Warrant Securities purchasable hereunder in part, an amount equal to the applicable number of Warrant Securities purchased. The Holder and the Company shall, at shall maintain records showing the time number of delivery Warrant Securities purchased and the date of such purchases; provided that the records of the certificate or certificatesCompany, deliver absent manifest error, will be conclusive with respect to the Holder a new number of Warrant evidencing the rights Shares purchasable from time to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holdertime hereunder. The Company shall pay all expensesdeliver any objection to any Notice of Exercise within two (2) business days after receipt of such notice. The Holder and any assignee, payable in connection with the preparationby acceptance of this Warrant, issuance acknowledge and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except agree that, if Share certificates or new Warrants shall by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Securities hereunder, the number of Warrant Securities available for purchase hereunder at any given time may be registered in a name or names other less than the name amount stated on the face hereof. 1 The number of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of units issuable upon exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by shall be equal to 1.25% of the surrender of such Warrant to the Company with the "cashless exercise" election marked total securities sold in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeOffering.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) X = ------ A where X = X= the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = Y= the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = A= the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = B= the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this The Soliciting Dealer Warrant shall be exercised by surrender to the Company, at its principal office in whole Orlando, Florida or at the office of the Company's stock transfer agent, if any, or at such other address as the Company may designate by notice in partwriting to the Warrantholder at the address of the Warrantholder appearing on the books of the Company, of the Holder shall deliver certificate evidencing the Soliciting Dealer Warrant to be exercised, together with the form of Election to Purchase, included as Exhibit B hereto, duly completed and signed, and upon payment to the Company at of the Warrant AgencyPrice (as determined in accordance with the provisions of Sections 7 and 8 hereof), (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify for the number of Shares with respect to be purchased, the denominations which such Soliciting Dealer Warrant is then exercised together with all taxes applicable upon such exercise. Payment of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Warrant Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be made in such denominations as determined cash or by certified check or cashier's check, payable to the Company, or as may be specified in such notice, and shall be issued in the name order of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this A Soliciting Dealer Warrant shall have been may not be exercised only in part, if the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued upon the exercise of the Soliciting Dealer Warrant have not been registered (or be exempt from registration) in the state of residence of the holder of the Soliciting Dealer Warrant or if a Prospectus required under the laws of such state cannot be delivered to the Holder pursuant buyer on behalf of the Company. In addition, holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to this Section 1.01 upon the extent such cashless exercise electionwill cause them to exceed the ownership limits set forth in the Company's Articles of Incorporation. Y = If any Soliciting Dealer Warrant has not been exercised by the number end of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at Period, it will terminate and the time the cashless exercise election is madeWarrantholder will have no further rights thereunder.

Method of Exercise. To the extent that the right to purchase Shares has accrued hereunder, the Non-Qualified Option may be exercised from time to time by written notice to the Company stating the number of Shares with respect to which the Non-Qualified Option is being exercised, together with payment in full, in cash or by certified or cashier's check payable to the order of the Company, of the purchase price for the number of Shares being purchased. If requested by the Committee, prior to the delivery of any Shares, the Optionee, or any other person entitled to exercise this Warrant the Non-Qualified Option, shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations. As a condition to the exercise of the Non-Qualified Option, in whole or in part, the Holder shall Committee may, in its sole discretion, require the Optionee to pay, in addition to the purchase price for the Shares being purchased upon exercise of this Non-Qualified Option, an amount equal to any federal, state or local withholding or employment taxes that the Committee has determined are required to be paid in connection with the exercise of this Non-Qualified Option in order to enable the Company to claim a deduction in connection with such exercise, or otherwise. As soon after the notice of exercise as the Company is reasonably able to comply, the Company shall, without payment of any transfer or issue tax by the Optionee or any other person entitled to exercise the Non-Qualified Option, deliver to the Company Optionee or any such other person, at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form main office of the Subscription Notice attached heretoCompany or such other place as shall be mutually acceptable, a certificate or certificates for the Shares being purchased upon exercise of such Holderthe Non-Qualified Option. In the Committee's election to exercise this Warrantsole discretion, which notice shall specify payment of the purchase price for the number of Shares to be purchaseddelivered, but not of the amount of any withholding taxes, may be made in whole or in part with shares of Common Stock. If payment is made with shares of Common Stock, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shallOptionee, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated entitled to be named therein exercise the Non-Qualified Option, shall be deemed deliver to the Company with the notice of exercise certificates representing the number of shares of Common Stock tendered in payment for all purposes to have become holders of record of such the Shares, as of the date the aforementioned notice is received by duly endorsed for transfer to the Company. If this Warrant requested by the Committee, prior to the acceptance of such certificates in payment for the Shares, the Optionee, or any other person enti tled to exercise the Non-Qualified Option, shall have been exercised only supply the Committee with a written representation and warranty that he has good and marketable title to the shares represented by the certificates, free and clear of liens and encumbrances. The value of the shares of Common Stock tendered in partpayment for the Shares being purchased shall be their fair market value per share on the date of the Optionee's notice of exercise. Notwithstanding the foregoing, the Company shall, at shall have the right to postpone the time of delivery of the certificate Shares for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange or certificatesassociation or any federal, deliver to state or local law. The Optionee may exercise the Holder Non-Qualified Option for less than the total number of Shares for which the Non-Qualified Option is then exercisable, provided that a new Warrant evidencing the rights to purchase partial exercise may not be for less than 100 Shares, unless the remaining Shares called exercisable under the Non-Qualified Option is for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holderless than 100 Shares. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall Non-Qualified Option may only be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company exercisable for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madewhole Shares.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver on any Business Day to the Company at the Warrant Agency, (a) its principal place of business this Warrant, (b) a written notice, notice in substantially the form Form of Subscription attached hereto as Exhibit A, of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchasedpurchased (which shall be a whole number of shares if for less than all the Warrant Shares then issuable hereunder), the denominations and payment of the share certificate Exercise Price (as defined below) with respect to such Warrant Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or certificates desired and bank cashier's check or wire transfer in an amount equal to the name product of the Purchase Price times the number of Warrant Shares (the “Exercise Price”) as to which this Warrant is being exercised or names (b) by a “cashless exercise” of this Warrant, in which such certificates are event the Holder shall receive from the Company the number of Warrant Shares equal to be registered and (ci) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value determined by reference to the Closing Price (as defined below) on the Business Day immediately prior to the date of such exercise, equal to the product of (x) the Exercise Price for times (y) the number of Warrant Shares purchased (unless as to which this Warrant is being exercised. The term “Closing Price” shall mean the Holder chooses last sale price at which a share of the "cashless exercise" option provided in Company’s Common Stock was sold as of the third paragraph end of this Section 1.01)a Business Day as published on the OTC Bulletin Board or such other exchange or automatic quotation system on which the Company’s Common Stock is then listed. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterseven (7) days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Warrant Shares specified in said noticeso acquired. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Warrant Shares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the such certificate or certificates, deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Shares called for by shares of Common Stock issuable under this Warrant, which new Warrant shall shall, in all other respects respects, be identical with to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeprovision.

Method of Exercise. To The Holder hereof may exercise this Warrant Warrant, in whole or in part, by delivery to the Company (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuers) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (“Notice of Exercise Form”); and, within three (3) Trading Days of the date said Notice of Exercise Form is delivered to the Company, the Company shall have received payment of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of subsection (c) of this Section 2, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. Notwithstanding anything herein to the contrary, the Holder shall deliver not be required to physically surrender this Warrant to the Company at until the Holder has purchased all of the Warrant AgencyShares available hereunder and the Warrant has been exercised in full, (a) in which case, the Holder shall surrender this Warrant, (b) a written notice, in substantially or an indemnification reasonably acceptable to the form of the Subscription Notice attached hereto, of Issuer undertaking with respect to such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided Warrant in the third paragraph case of this Section 1.01). The its loss, theft or destruction, to the Company shall, as promptly as practicable and in any event for cancellation within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as three (3) Trading Days of the date the aforementioned notice final Notice of Exercise Form is received by delivered to the Company. If Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have been exercised only the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in part, an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall, at shall maintain records showing the time number of delivery Warrant Shares purchased and the date of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holdersuch purchases. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery deliver any objection to any Notice of Share certificates and new Warrants as contemplated by Section 2.07 below Exercise Form within one (other than transfer, income or similar taxes in connection with the transfer 1) Business Day of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result receipt of such transfer shall be paid by notice. In the Holder at event of any dispute or discrepancy, the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request records of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked shall be controlling and determinative in the form absence of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is mademanifest error.

Method of Exercise. To This Option is exercisable by delivery of an exercise this Warrant in whole or in part, the Holder shall deliver notice to the Company at the Warrant Agency, (a) this Warrant, (b) a written noticeCompany, in substantially the form of attached as Exhibit A (the Subscription Notice attached hereto"Exercise Notice"), of such Holder's which shall state the election to exercise this Warrantthe Option, which notice shall specify the number of Shares in respect of which the Option is being exercised (the "Exercised Shares"), by delivery of a subscription agreement to the Subsidiary, in the form attached as Exhibit B (the "Subscription Agreement") and such other representations and agreements as may be purchased, required by the denominations Company or the Subsidiary pursuant to the provisions of the share Plan. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or certificates desired and of a duly authorized transfer agent of the name Company), no right to vote or names in which such certificates are receive dividends or any other rights as a shareholder shall exist with respect to be registered and (c) the aggregate Exercise Price for Optioned Stock, notwithstanding the Shares purchased (unless exercise of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Option. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver shall issue to the Optionee (or cause to be executed and deliveredissued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in accordance with such notice, a certificate or certificates representing Section 12 of the aggregate number of Shares specified in said noticePlan. The Share certificate or certificates so delivered Exercise Notice and Subscription Agreement shall be in such denominations as determined signed by the Company, or as may be specified in such notice, Optionee and shall be issued delivered in person or by certified mail to the name Secretary of the Holder or such other name or names as Subsidiary. The Exercise Notice and Subscription Agreement shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received accompanied by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Subsidiary of such fully executed Exercise Notice and Subscription Agreement accompanied by such aggregate Exercise Price, . No Shares shall be issued pursuant to the Holder may elect to receive, without exercise of this Option unless such issuance and exercise complies with all relevant provisions of law and the payment requirements of any additional considerationstock exchange upon which the Shares are then listed. Assuming such compliance, for income tax purposes the Exercised Shares equal shall be considered transferred to the value of this Warrant or portion thereof by Optionee on the surrender of date the Option is exercised with respect to such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeExercised Shares.

Method of Exercise. This Warrant may be exercised by the Registered Holder as a whole or in part from time to time subsequent to December 9, 2004, until November 9, 2009, at which time this Warrant shall expire and be of no further force or effect; PROVIDED, HOWEVER, that the minimum number of Warrant Shares that may be purchased on a single exercise shall be 10,000 or the entire number of shares remaining available for exercise hereunder, whichever is less. To exercise this Warrant in whole or in partWarrant, the Registered Holder or permitted assignees of all rights of the Registered Holder shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1(a), a written notice in the form of the Purchase Form attached as Exhibit A hereto, stating therein the election of the Registered Holder or such permitted assignees of the Registered Holder to exercise this Warrant in the manner provided in the Purchase Form, (b) payment in full of the Exercise Price (in the manner described below) for all Warrant Shares purchased hereunder, and (c) this Warrant. Subject to compliance with Section 3.1(a)(vi), this Warrant shall be deemed to be exercised on the date of receipt by the Company of the Purchase Form, accompanied by payment for the Warrant Shares to be purchased and surrender of this Warrant, as aforesaid, and such date is referred to herein as the "EXERCISE DATE." Upon such exercise (subject as aforesaid), the Company shall issue and deliver to the Registered Holder a certificate for the full number of the Warrant Shares purchasable by the Registered Holder hereunder, against the receipt by the Company of the total Exercise Price payable hereunder for all such Warrant Shares, (a) this Warrant, in cash or by certified or cashier's check or (b) by surrendering Warrant Shares having a written notice, in substantially Current Market Price equal to the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for all the Warrant Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)so purchased. The Company shall, as promptly as practicable and Person in any event within seventy-two hours thereafter, execute and deliver or cause whose name the certificate(s) for Common Stock is to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made Common Stock on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeDate.

Method of Exercise. To exercise PAYMENT; ISSUANCE OF NEW WARRANT. Subject to SECTION 1 hereof, the purchase right represented by this Warrant may be exercised by the holder or holder's assignee hereof, in whole or in partpart and from time to time, by the Holder shall deliver surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A duly executed) at the principal office of the Company and by the payment to the Company at the Warrant AgencyCompany, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretoby check, of such Holder's election an amount equal to exercise this Warrant, which notice shall specify the then applicable Warrant Price multiplied by the number of Shares to then being purchased. The person or persons in whose name(s) any certificate(s) representing Shares shall be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph issuable upon exercise of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered Warrant shall be in such denominations as determined by deemed to have become the Company, or as may be specified in such noticeholder(s) of record of, and shall be issued in treated for all purposes as the name of record holder(s) of, the Holder or shares represented thereby (and such other name or names as shall be designated in such notice. Such certificate or certificates shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. This Warrant may be subsequently assigned by the holder. If so assigned, and such Holder or any other person so designated to be named therein the assignee shall be deemed for the subsequent holder and all purposes to have become holders provisions contained herein shall apply as if the assignee was the original holder. In the event of record of such Shares, as any exercise of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for represented by this Warrant, which certificates for the shares of stock so purchased shall be delivered to the holder hereof as soon as possible and in any event within thirty days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant shall in all other respects be identical with this Warrant, or, at representing the request portion of the HolderShares, appropriate notation may be made on if any, with respect to which this Warrant which shall not then be returned to the Holder. The Company have been exercised shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to also be issued to the Holder pursuant to this Section 1.01 upon holder hereof as soon as possible and in any event within such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madethirty day period.

Method of Exercise. To exercise this Warrant in whole or in part, This Option shall be exercisable by written notice which shall state the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this WarrantOption, which notice shall specify the number of Shares in respect to which this Option is being exercised, and such other representations and agreements as to the Optionee's investment intent with respect to such Shares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the exercise price. The exercise price may be paid: (i) in cash; (ii) by check; (iii) by delivering certificates of other shares of Common Stock of the Company; (iv) by transferring shares of Common Stock of the Company to the Company's transfer agent for delivery to the Company provided that the written notice of exercise is accompanied by a written acknowledgment by the Optionee that the Optionee has instructed his broker dealer to transfer such shares and such transfer is confirmed by a letter from such broker dealer acknowledging that the Optionee has directed such broker dealer to transfer such shares; (v) by Optionee simultaneously exercising this Option and selling the Shares thereby acquired pursuant to a brokerage or similar arrangement approved in advance by the Board (which approval shall not be unreasonably withheld) and to use the proceeds from such sale to pay the exercise price and any federal, state and local taxes required to be purchasedwithheld as a result of such exercise; or (vi) by any other method of payment approved by the Company's Board of Directors. For purposes of clauses (iii) and (iv), the denominations value of the shares of Common Stock of the Company delivered, or to be delivered, as payment of the exercise price shall be the closing price per share of the Company's Common Stock on the last business day prior to the date the written notice is actually received and acknowledged as received by the Company. Upon receipt of payment, the Company shall deliver to Optionee or the person exercising this Option for Optionee, an appropriate certificate or certificates desired for fully paid nonassessable Shares. For purposes of clause (iv), should any Optionee fail to have the number of shares required to pay the exercise price delivered to the Company's transfer agent within 90 days, this Option, with respect to the number of shares stated in the written notice, will terminate and the name or names in which such certificates are be deemed to be registered and (c) forfeited by the aggregate Exercise Price Optionee. The certificate or certificates for the Shares purchased (unless as to which the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered Option shall be in such denominations as determined by the Company, or as may be specified in such notice, and exercised shall be issued registered in the name of the Holder or such other name or names as Optionee and shall be designated legended as set forth in such noticethe Plan and/or as required under applicable law. Such certificate or certificates shall This Option may not be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed exercised for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt fraction of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeshare.

Method of Exercise. To The Holder hereof may exercise this Warrant Warrant, in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, by (ai) this Warrant, (b) delivery of a written noticenotice via facsimile, in substantially the form attached hereto as Exhibit A (the “Exercise Notice”), of the Subscription Notice attached hereto, of such Holder's ’s election to exercise this Warrant, which notice shall specify Warrant and (ii) by the payment to the Issuer of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of Shares shares of Warrant Stock with respect to be purchasedwhich this Warrant is then being exercised, payable at such Holder’s election (i) by certified or official bank check or by wire transfer to an account designated by the denominations Issuer, (ii) by “cashless exercise” in accordance with the provisions of the share certificate or certificates desired and the name or names in which such certificates are to be registered and subsection (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)2, or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Warrant. The Company shall, Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the shares of Warrant Stock shall have the same effect as promptly cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of shares of Warrant Stock. Execution and delivery of an Exercise Notice for all of the shares of Warrant Stock shall have the same effect as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, cancellation of the original Warrant after delivery of the shares of Warrant Stock in accordance with such notice, a certificate or certificates representing the terms hereof. Upon delivery of the Exercise Notice to the Issuer as provided above and the payment of the aggregate number Warrant Price payable (or notification of Shares specified in said notice. The Share certificate or certificates so delivered shall be in cashless exercise) with respect to such denominations as determined by the CompanyExercise Notice, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all corporate purposes to have become holders the holder of record of such Sharesthe shares of Warrant Stock with respect to which this Warrant has been exercised, as irrespective of the date such shares of Warrant Stock are credited to the aforementioned notice is received by Holder’s DTC account or the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time date of delivery of the certificate or certificates, deliver to the Holder a new certificates evidencing such shares of Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value Stock (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madecase may be).

Method of Exercise. To Subject to and upon all of the terms and conditions ------------------ set forth in this Warrant, the Holder may exercise this Warrant Warrant, in whole or in partpart with respect to any Warrant Shares, at any time and from time to time during the Holder shall deliver period commencing on the date that this Warrant vests in accordance with the second paragraph of this Section 2.1 and ending at 5:00 p.m., Boston, Massachusetts time, on the Expiration Date, by presentation and surrender of this Warrant to the Company Corporation at the Warrant Agencyits principal office, together with (a) this Warrant, (b) a written noticeproperly completed and duly executed subscription form, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice subscription form shall specify the number of Warrant Shares to be purchasedfor which this Warrant is then being exercised, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (cb) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, Price payable hereunder in respect of the Holder may elect to receive, without the payment number of any additional consideration, Warrant Shares equal to the value being purchased upon exercise of this Warrant or portion thereof by the surrender Warrant. Payment of such Warrant to aggregate Exercise Price shall be made (i) in cash or by money order, certified or bank cashier's check or wire transfer (in each case in lawful currency of the Company with United States of America), or (ii) by cancellation of indebtedness owing from the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue Corporation to the Holder, (iii) if the Common Stock is then traded on the Nasdaq National Market or a national securities exchange, by cancellation of a portion of this Warrant exercisable for such number of fully paid and non-assessable Warrant Shares as is computed using determined by dividing (A) the following formula: X = Y(A-B) ------ A where X = total Exercise Price payable in respect of the number of Warrant Shares to be issued to the Holder pursuant to this Section 1.01 being purchased upon such cashless exercise election. Y = by (B) the number excess of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value per share of Common Stock as of the Exercise Date (as defined in Article V hereofbelow) of one Share, as at the time the cashless exercise election is made. B = over the Exercise Price in effect under per share; if the Holder wishes to exercise this Warrant at pursuant to this clause (iii) with respect to the time maximum number of Warrant Shares purchasable pursuant to this method, then the cashless exercise election is madenumber of Warrant Shares so purchased shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date, or (iv) any combination of the methods described in the foregoing clauses (i), (ii) or (iii). This Warrant will become exercisable ("vest") in full automatically and without further action upon the earlier to occur of September 9, 2000 [9- months after the Issue Date] and (ii) a Liquidity Event. The term "Liquidity --------- Event" shall mean (y) the sale of all or substantially all of the property and ----- assets of the Corporation in one transaction or a series of one or more related transactions, or (z) the acquisition of the Company by another person or entity by means of stock purchase (whether by transfer or outstanding shares or through new issuances), merger, consolidation or otherwise which would result in the exchange of shares of capital stock of the Company for cash, securities or other consideration paid by the acquiring person or entity, or any similar transaction.

Method of Exercise. To Subject to the provisions of Article 3 below, to exercise this Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency, Office designated pursuant to Section 2.1: (a) this Warrant, (bi) a written notice, in substantially the form of the Subscription Notice attached heretoappearing at the end of this Warrant, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, ; (ii) a certified or official bank check payable to the denominations order of the share certificate or certificates desired and Company in an amount equal to the name or names in which such certificates are to be registered aggregate Current Warrant Price of the number of shares of Common Stock being purchased; and (ciii) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Warrant. The Company shall, shall as promptly as practicable practicable, and in any event within seventy-two hours thereafter10 days after receipt by the Company of such notice, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or denomination as may be specified in such notice, said notice and shall be issued in the name of the Holder such holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, issued and such Holder holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, shares as of the date the aforementioned notice consideration specified for such shares is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the said certificate or certificates, deliver to the Holder such holder a new Warrant evidencing the rights of such holder to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holdersuch holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the Holdersuch holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share such stock certificates and any new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share in case such stock certificates or new Warrants Warrant shall be registered in a name or names other than the name of the Holderholder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable as a result upon the issuance of such transfer stock certificate or certificates or any new Warrant shall be paid by the Holder holder hereof at the time of delivering the aforementioned notice of exercise mentioned above or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesame.

Method of Exercise. To exercise this Warrant in whole or in partWarrant, the Holder shall deliver ------------------ to the Company at the Warrant Agency, Office designated pursuant to Section 3.1 (a) this Warrant, (b) a written notice, Notice of Exercise substantially in substantially the form of attached hereto as Exhibit A duly ------- - executed by the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify Holder specifying the number of Warrant Shares to be purchased, the denominations ; (b) payment of the share certificate or certificates desired and the name or names in which such certificates are an amount equal to be registered and (c) the aggregate Exercise Price for all such Warrant Shares, which shall be made (i) in cash or by certified or bank cashier's check payable to the order of the Company, or (ii) by delivery to the Company of that number of shares of Preferred Stock having a value computed based upon the then current fair value determined in good faith by the Company's Board of Directors, equal to the then applicable Exercise Price multiplied by the number of Warrant Shares purchased then being purchased, and (unless c) this Warrant. In the alternative, this Warrant may be exercised on a net basis, such that, without the exchange of any funds, the Holder chooses receives that number of Warrant Shares subscribed to less that number of Warrant Shares having an aggregate value computed based upon the "cashless exercise" option provided in fair value at the third paragraph time of this Section 1.01)exercise equal to the aggregate Exercise Price that would otherwise have been paid by such Holder for the number of Warrant Shares subscribed to. The Company shall, as promptly as practicable practicable, and in any event within seventy-two hours five (5) days thereafter, execute and deliver or cause to be executed issued and delivered, delivered to the Holder (or its nominee) or the transferee designated in accordance with such notice, the Notice of Exercise a certificate or certificates representing the aggregate number of Warrant Shares specified in said noticethe Notice of Exercise. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or of shares as may be specified in such notice, said notice and shall be issued in the name of the Holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at At the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may shall be made on the Warrant Shares Purchase Schedule attached to this Warrant which designating the number of shares purchased, and this Warrant shall then be returned to the HolderHolder if this Warrant has been exercised only in part. The Holder or transferee so designated in the Notice of Exercise shall be deemed to have become the Holder of record of such Warrant Shares for all purposes as of the close of business on the date on which the Notice of Exercise is delivered to the Warrant Office, provided that an amount equal to the aggregate Exercise Price and this Warrant shall have also been delivered to the Company. The Company shall pay all expenses, taxes (excluding capital gains and income taxes) and other charges payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)stock certificates, except that, if Share in case stock certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer taxes payable as a result upon the issuance of such transfer stock certificates shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madetherefor.

Method of Exercise. To exercise Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise form annexed hereto (the “Notice of Exercise”). Within three (3) trading days after the date of exercise as aforesaid, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (Warrant Securities specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the Holder chooses the "cashless exercise" option provided exercise procedure specified in Section 2(c) below is available and specified in the third paragraph applicable Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Section 1.01). The Warrant to the Company shall, as promptly as practicable until the Holder has purchased all of the Warrant Securities available hereunder and the Warrant has been exercised in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and deliveredfull, in accordance with such noticewhich case, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed surrender this Warrant to have been issued, and such Holder or any other person so designated to be named therein shall be deemed the Company for all purposes to have become holders of record of such Shares, as cancellation within three (3) trading days of the date the aforementioned notice final Notice of Exercise is received by delivered to the Company. If Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Securities available hereunder shall have been exercised only the effect of lowering the outstanding number of Warrant Securities purchasable hereunder in part, an amount equal to the applicable number of Warrant Securities purchased. The Holder and the Company shall, at shall maintain records showing the time number of delivery Warrant Securities purchased and the date of such purchases; provided that the records of the certificate or certificatesCompany, deliver absent manifest error, will be conclusive with respect to the Holder a new number of Warrant evidencing the rights Shares purchasable from time to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holdertime hereunder. The Company shall pay all expensesdeliver any objection to any Notice of Exercise within two (2) business days after receipt of such notice. The Holder and any assignee, payable in connection with the preparationby acceptance of this Warrant, issuance acknowledge and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except agree that, if Share certificates or new Warrants shall be registered in a name or names other than the name by reason of the Holderprovisions of this paragraph, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by following the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt purchase of a written request portion of the Company for payment. In lieu of a monetary payment of the aggregate Exercise PriceWarrant Securities hereunder, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to Warrant Securities available for purchase hereunder at any given time may be issued to less than the Holder pursuant to this Section 1.01 upon such cashless exercise electionamount stated on the face hereof. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made1 As applicable.

Method of Exercise. To exercise this This Warrant may be exercised in whole or in part, part by presentation of this Warrant with the Holder shall deliver Election to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form Exercise attached hereto as Exhibit A duly executed and simultaneous payment of the Subscription Notice attached hereto, of such Holder's election Exercise Price (subject to exercise this Warrant, which notice shall specify adjustment) multiplied by the number of Warrant Shares to be purchased, then being purchased at the denominations principal office of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may (b) exercise of the net issuance right provided for in Section 3 hereof. The person or persons in whose name(s) any certificate(s) representing the Warrant Shares shall be specified in such noticeissuable upon exercise of this Warrant shall be deemed to have become the Holder(s) of record of, and shall be issued in treated for all purposes as the name of record Holder(s) of, the Holder or Warrant Shares represented thereby (and such other name or names as shall be designated in such notice. Such certificate or certificates Warrant Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of this Warrant, and such Holder or any other person certificates for the Warrant Shares so designated to be named therein purchased shall be deemed for all purposes delivered to have become holders the Holder hereof as soon as possible, and, in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of record of such the Warrant Shares, as of the date the aforementioned notice is received by the Company. If if any, with respect to which this Warrant shall not then have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to also be issued to the Holder pursuant to this Section 1.01 upon hereof as soon as possible and in any event within such cashless exercise electionthirty (30) day period. Y = the number Payment of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant shall be made at the time option of the cashless exercise election Holder hereof in cash or by check or as provided in Section 3 hereof. This Warrant Certificate may be exchanged either separately or in combination with other Warrant Certificates for new Warrant Certificates representing the same aggregate number of Warrants as are evidenced by the Warrant Certificate or Warrant Certificates exchanged. This Warrant Certificate is madetransferable at the principal office of the Company, in the manner and subject to the limitations set forth herein.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the Holder date hereof until 5:00 p.m., Houston, Texas time, on February 12, 2001. To exercise the Warrants, the holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1 hereof, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, or (B) if the Company and the holder mutually elect, through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the holder shall exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable hereunder by a fraction, the numerator of which shall be the difference between (x) the Market Price and (y) the Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this Warrant. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, which notice shall specify as aforesaid, and such date is referred to herein as the number of Shares to be purchased"Exercise Date". Upon such exercise, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to this Warrant. The Share certificate or As permitted by applicable law, the Person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result benefits of such transfer shall be paid by holder on the Holder at Exercise Date, including without limitation the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company right to receive dividends and other distributions for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at the time the cashless Date and to exercise election is madevoting rights.

Method of Exercise. To exercise Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise form annexed hereto (the “Notice of Exercise”). Within three (3) trading days after the date of exercise as aforesaid, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Warrant Shares specified in said notice. The Share certificate the applicable Notice of Exercise by wire transfer or certificates so delivered shall be in such denominations as determined by cashier’s check drawn on a United States bank unless the Company, or as may be cashless exercise procedure specified in such notice, Section 2(c) below is available and shall be issued specified in the name applicable Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed surrender this Warrant to have been issued, and such Holder or any other person so designated to be named therein shall be deemed the Company for all purposes to have become holders of record of such Shares, as cancellation within three (3) trading days of the date the aforementioned notice final Notice of Exercise is received by delivered to the Company. If Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have been exercised only the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in part, an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall, at shall maintain records showing the time number of delivery Warrant Shares purchased and the date of such purchases; provided that the records of the certificate or certificatesCompany, deliver absent manifest error, will be conclusive with respect to the Holder a new number of Warrant evidencing the rights Shares purchasable from time to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holdertime hereunder. The Company shall pay all expensesdeliver any objection to any Notice of Exercise within two (2) business days after receipt of such notice. The Holder and any assignee, payable in connection with the preparationby acceptance of this Warrant, issuance acknowledge and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except agree that, if Share certificates or new Warrants shall be registered in a name or names other than the name by reason of the Holderprovisions of this paragraph, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by following the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt purchase of a written request portion of the Company for payment. In lieu of a monetary payment of the aggregate Exercise PriceWarrant Shares hereunder, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Warrant Shares to available for purchase hereunder at any given time may be issued to less than the Holder pursuant to this Section 1.01 upon such cashless exercise electionamount stated on the face hereof. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made1 As applicable.

Method of Exercise. To exercise this Warrant with respect to any shares of Common Stock as to which this Warrant is then exercisable in whole or in part, the Holder shall deliver on any Business Day to the Company at the Warrant Agency, Agency (a) this Warrant, (b) a written notice, in substantially the form notice of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchasedpurchased (which shall be a whole number of shares if for less than all the shares then issuable hereunder), the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered registered, and (c) payment of the aggregate Exercise Price for with respect to such shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier's check or wire transfer in an amount equal to the product of (i) the Exercise Price times (ii) the number of Warrant Shares purchased as to which this Warrant is being exercised or (unless b) by receiving from the Holder chooses Company the "cashless number of Warrant Shares equal to (i) the number of Warrant Shares as to which this Warrant is being exercised minus (ii) the number of Warrant Shares having an aggregate value (determined by reference to the average Closing Price of the Common Stock on the ten trading days immediately prior to the date of such exercise" option provided in ), equal to the third paragraph product of (x) the Exercise Price times (y) the number of Warrant Shares as to which this Section 1.01)Warrant is being exercised. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterseven days after receipt of such notice and payment, (i) forward a copy of such notice to all other Warrantholders, and (ii) execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said noticenotice together with cash in lieu of any fractions of a share as provided in Section 1.3. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice and payment is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the such certificate or certificates, deliver to the Holder a new Warrant evidencing the rights right to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, stamp, documentary and similar taxes and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering delivery of the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agencyprincipal executive offices of the Company, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached hereto, of such Holder's ’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, which shall be at least Three Hundred Seventy Five Thousand (375,000) shares or, if fewer, the denominations remaining number of Warrant Shares then subject to the share certificate or certificates desired and the name or names in which Warrant (such certificates are number to be registered and subject to adjustment pursuant to Article III) (the “Minimum Warrant Shares”), (c) an investment agreement containing customary representations and warranties with respect to the aggregate Shares issuable under this Warrant in form and substance reasonably satisfactory to the Company, including, without limitation, any representations and warranties deemed necessary or appropriate by the Company to comply with applicable state and federal securities laws, and (d) payment of the Exercise Price with respect to the Warrant Shares for which the Shares purchased Warrant is being exercised, either in cash or by bank cashier’s check or by wire transfer to an account designated by the Company, as directed by the Company (unless collectively, the “Exercise Requirements”). If the Holder chooses receives notice of or otherwise becomes aware of a planned Initial Public Offering, Spin-Off, or transaction that would result in a Change of Control (a “Liquidity Event”), the "cashless exercise" option provided Holder may exercise the Warrant on a contingent basis by (a) complying with the Exercise Requirements and (b) concurrently giving the Company written notice (a “Contingent Exercise Notice”) that it wishes its exercise of the Warrant to be effective immediately prior to the closing of the Liquidity Event (a “Contingent Exercise”). If the closing of the Liquidity Event occurs within one hundred eighty (180) days after the date of the Contingent Exercise Notice, then the Company shall treat the Warrant as having been effectively exercised immediately prior to such closing. If the closing of the Liquidity Event does not occur within one hundred eighty (180) days after the date of the Contingent Exercise Notice, then the Company shall treat the Contingent Exercise as having been revoked and promptly return the tendered Exercise Price to the Holder. Not later than thirty (30) days after receipt by the Company of the Exercise Requirements (or at, as soon as practicable after, the closing of the Liquidity Event in the third paragraph case of this Section 1.01a Contingent Exercise). The , the Company shall, as promptly as practicable and in any event within seventy-two hours thereafter, shall execute and deliver or cause to be executed and delivered, in accordance with such noticethe Subscription Notice, a certificate or certificates representing the aggregate number of Warrant Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued Notice in the name of the Holder or such other name or names as shall be designated in such noticeHolder. Such certificate or certificates shall be deemed to have been issued, and such the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Warrant Shares, as of the date the aforementioned notice is received of receipt by the CompanyCompany of all the Exercise Requirements. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, the Company shall deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes (if any), and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and any new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeWarrants.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder holder hereof shall deliver to the Company Company, at any time or from time to time following the date hereof and prior to 5:00 p.m. (New York City time) on the Expiration Date at the Warrant AgencyOffice, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached as Schedule A hereto, of such Holderholder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, (b) a bank or certified check in an amount equal to the denominations payment of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for the Shares number of shares of Common Stock being purchased and (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of c) this Section 1.01)Warrant. The Company shall, as promptly as practicable and in any event within seventy-two hours 14 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, said notice and shall be issued in the name of the Holder such holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, and such Holder holder or holders or any other person so designated to be named therein shall be deemed for all purposes to have become holders the holder of record of such Sharesshares of Common Stock, as of the date the aforementioned notice said notice, payment and Warrant is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, upon surrender of this Warrant, at the time of delivery of the said certificate or certificates, deliver to the Holder such holder a new Warrant evidencing the rights of such holder to purchase the remaining Shares called for by shares of Common Stock subject to this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holdersuch holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the Holdersuch holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share such stock certificates or new Warrants Warrants, except that the holder hereof shall (i) pay and satisfy (or deliver funds to the Company in an amount sufficient to pay and satisfy) all stock transfer taxes which shall be payable upon the issuance of such stock certificate or certificates, if such stock certificates shall be registered in a name or names other than the name of the Holderholder hereof, and (ii) pay and satisfy (or deliver funds to the Company in an amount sufficient to pay all transfer and satisfy) any federal, state or local withholding taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company in connection with the "cashless exercise" election marked in the form issuance of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number shares of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeCommon Stock hereunder.

Method of Exercise. To exercise this Warrant in whole or in part, the Holder shall deliver to the Company Company, at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretohereto as Annex A, of such Holder's election to exercise this Warrant, which notice shall specify (i) whether the Holder is exercising an A Warrant and/or a B Warrant, (ii) the number of Shares shares of Common Stock to be purchasedpurchased under an A Warrant and/or a B Warrant, as applicable, (iii) the denominations of the share certificate or certificates desired and desired, (iv) the name or names in which such certificate or certificates are to be registered the registered, and (v) with respect to the exercise of a B Warrant, that Holder requests the Board of Directors to determine whether a Triggering Event has occurred, (c) if the aggregate Common Stock to be received upon the exercise of this Warrant has not been registered under the Securities Act, a written certification in substantially the form of the Certification attached hereto as Annex B, and (d) payment of the Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder, by cash, money order, certified or bank cashier's check or wire transfer. If the Holder chooses delivers to the "cashless exercise" option provided Company a written notice of exercise of any vested portion of the B Warrant as contemplated in the third first paragraph of this Section 1.01)1.1, the Company's Board of Directors (the "Board") shall, within thirty (30) days of the date such notice of exercise is received by the Company, deliver to Holder a written notice stating whether a Triggering Event had occurred as of the date the written exercise notice is received by the Company. The If Holder disagrees with such determination, Holder and the Board shall proceed diligently and in good faith to agree on whether a Triggering Event had occurred as of the date the written exercise notice was received by the Company. If such an agreement has not been reached within fifteen (15) days from the date the written notice of determination was delivered by the Board to the Executive, the determination of whether a Triggering Event had occurred as of the date the written exercise notice was received by the Company shall be made by a "Big Six" accounting firm selected by the Company, and reasonably acceptable to Holder, within forty-five (45) days from the date written notice was delivered by the Board to the Executive that no Triggering Event had occurred. If such Big Six accounting firm determines that a Triggering Event had occurred as of the date the exercise notice was received, the fees and expenses of such accounting firm incurred in making such determination shall be paid by the Company. If such Big Six accounting firm determines that a Triggering Event had not occurred as of the date the exercise notice was received, the fees and expenses of such accounting firm shall With respect to the exercise of the A Warrant, the Company shall, as promptly as practicable and in any event within seventy-two hours thereafterfive Business Days after receipt of such written notice of exercise, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. With respect to the exercise of the B Warrant, the Company shall, as promptly as practicable, and in any event within five Business Days after the final determination that a Triggering Event had occurred as contemplated in the second paragraph of this Section 1.1, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, shall be in the amount of the number of shares of Common Stock for which the Warrant is being exercised, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Sharesshares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this shares of Common Stock which may be purchased under the A Warrant and/or the B Warrant, as applicable, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, taxes (if any) and other charges payable in connection with the preparation, issuance and delivery of Share share certificates and a new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrant, except that, if Share share certificates or a new Warrants Warrant shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering delivery of the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is made.

Method of Exercise. This Warrant may be exercised by the Registered Holder as a whole or in part from time to time until January 12, 2006, at which time this Warrant shall expire and be of no further force or effect, provided, that at such time as the Company no longer is listed on the TSX-V (as defined in this Warrant) as a Tier 2 Issuer, this Warrant shall be automatically extended and shall expire at 5:00 pm, Houston time, on January 12, 2009; provided further, that the minimum number of Warrant Shares that may be purchased on a single exercise shall be 50,000 or the entire number of shares remaining available for exercise hereunder, whichever is less. To exercise this Warrant in whole or in partWarrant, the Registered Holder or permitted assignees of all rights of the Registered Holder shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1(a), a written notice in the form of the Purchase Form attached as Exhibit A hereto, stating therein the election of the Registered Holder or such permitted assignees of the Registered Holder to exercise this Warrant in the manner provided in the Purchase Form, (b) payment in full of the Exercise Price (in the manner described below) for all Warrant Shares purchased hereunder, and (c) this Warrant. Subject to compliance with Section 3.1(a)(vi), this Warrant shall be deemed to be exercised on the date of receipt by the Company of the Purchase Form, accompanied by payment for the Warrant Shares to be purchased and surrender of this Warrant, as aforesaid, and such date is referred to herein as the "Exercise Date." Upon such exercise (subject as aforesaid), the Company shall issue and deliver to the Registered Holder a certificate for the full number of the Warrant Shares purchasable by the Registered Holder hereunder, against the receipt by the Company of the total Exercise Price payable hereunder for all such Warrant Shares, (a) this Warrant, in cash or by certified or cashier's check or (b) if the Common Stock is registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by surrendering Warrant Shares having a written notice, in substantially Current Market Price equal to the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for all the Warrant Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)so purchased. The Company shall, as promptly as practicable and Person in any event within seventy-two hours thereafter, execute and deliver or cause whose name the certificate(s) for Common Stock is to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made Common Stock on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeDate.

Method of Exercise. To Subject to the provisions of Section 3 of ------------------ this Warrant, to exercise this Warrant in whole or in part, the Holder holder hereof shall deliver to the Company at the Warrant Agency, Office designated pursuant to (a) this Warrant, S)2.1: (bi) a written notice, in substantially the form of the Subscription Notice attached heretoappearing at the end of this Warrant, of such Holderholder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchasedpurchased and the nature of payment, whether by check or by Warrants (pursuant to (S)1.4) or by a combination thereof, (ii) a certified or official bank check or corporate check payable to the denominations order of the share certificate or certificates desired Company and/or a cancellation of a number of Warrants (pursuant to (S)1.4) and/or any other form of consideration which the Company and the name or names holder hereof may have agreed to accept in which such certificates are payment of the Current Warrant Price in the aggregate equal to be registered the aggregate Current Warrant Price of the number of shares of Common Stock being purchased and (ciii) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Warrant. The Company shall, shall as promptly as practicable practicable, and in any event within seventy-two hours thereafter7 days after receipt by the Company of such notice, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or denomination as may be specified in such notice, said notice and shall be issued in the name of the Holder such holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, issued and such Holder holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, shares as of the date the aforementioned said notice is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the said certificate or certificates, deliver to the Holder such holder a new Warrant evidencing the rights of such holder to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holdersuch holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the Holdersuch holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share such stock certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share in case such stock certificates or new Warrants shall be registered in a name or names other than the name of the Holderholder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable as a result upon the issuance of such transfer stock certificate or certificates or new Warrants shall be paid by the Holder holder hereof at the time of delivering the aforementioned notice of exercise mentioned above or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesame.

Method of Exercise. To exercise this Warrant in whole or ------------------ in part, the Holder shall deliver to the Company at the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially the form of the Subscription Notice attached heretohereto (the "Exercise Notice"), of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered registered, and (c) payment of the aggregate Exercise Price for with respect to such shares. Such payment may be made, at the Shares purchased (unless option of the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Holder, by cash, certified or bank cashier's check or wire transfer. The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterten (10) days after receipt of the Exercise Notice, execute and deliver or cause to be executed and delivered, in accordance with such noticethe Exercise Notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such noticenotice or, if such notice shall not specify denominations, in denominations of 1,000 shares each, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person Person so designated to be named therein therein, shall be deemed for all purposes to have become holders a holder of record of such Shares, shares as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant warrant evidencing the rights to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation as it may from time to time be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeamended.

Method of Exercise. To Subject to the provisions of Article 3 below, to exercise this Warrant in whole or in part, the Holder holder hereof shall deliver to the Company at the Warrant Agency, Office designated pursuant to Section 2.1: (a) this Warrant, (bi) a written notice, in substantially the form of the Subscription Notice attached heretoappearing at the end of this Warrant, of such Holderholder's election to exercise this Warrant, which notice shall specify the number of Shares shares of Common Stock to be purchasedpurchased and the nature of payment, whether by check or by this Warrant (pursuant to Section 1.4) or by a combination thereof; (ii) a certified or official bank check or attorneys' check payable to the denominations order of the share certificate or certificates desired Company and/or a cancellation of a number of warrants (pursuant to Section 1.4) (and/or any other form of consideration which the Company and the name or names holder hereof may have agreed to accept in which such certificates are payment of the Current Warrant Price) in the aggregate equal to be registered the aggregate Current Warrant Price of the number of shares of Common Stock being purchased; and (ciii) the aggregate Exercise Price for the Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)Warrant. The Company shall, shall as promptly as practicable practicable, and in any event within seventy-two hours thereafter7 days after receipt by the Company of such notice, execute and deliver or cause to be executed and delivered, in accordance with such said notice, a certificate or certificates representing the aggregate number of Shares shares of Common Stock specified in said notice. The Share stock certificate or certificates so delivered shall be in such denominations as determined by the Company, or denomination as may be specified in such notice, said notice and shall be issued in the name of the Holder such holder or such other name or names as shall be designated in such said notice. Such certificate or certificates shall be deemed to have been issued, issued and such Holder holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, shares as of the date the aforementioned notice consideration specified for such shares is received by the CompanyCompany as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the said certificate or certificates, deliver to the Holder such holder a new Warrant evidencing the rights of such holder to purchase the remaining Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holdersuch holder, appropriate notation may be made on this Warrant which shall then be and the same returned to the Holdersuch holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of Share such stock certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities)Warrants, except that, if Share in case such stock certificates or new Warrants shall be registered in a name or names other than the name of the Holderholder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable as a result upon the issuance of such transfer stock certificate or certificates or new Warrants shall be paid by the Holder holder hereof at the time of delivering the aforementioned notice of exercise mentioned above or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madesame.

Method of Exercise. This Warrant shall vest and become exercisable in equal monthly installments of 20,833 shares beginning on November 30, 2007, and on the last day of each month thereafter through October 31, 2008, except that on October 31, 2008, 20,837 shares shall vest and become exercisable. Vested shares may be exercised by the Registered Holder as a whole or in part from time to time until October 1, 2012, at which time this Warrant shall expire and be of no further force or effect; PROVIDED, HOWEVER, that the minimum number of Warrant Shares that may be purchased on a single exercise shall be 10,000 or the entire number of vested shares remaining available for exercise hereunder, whichever is less. To exercise this Warrant in whole or in partWarrant, the Registered Holder or permitted assignees of all rights of the Registered Holder shall deliver to the Company Company, at the Warrant AgencyOffice designated in SECTION 2.1(a), a written notice in the form of the Purchase Form attached as EXHIBIT A hereto, stating therein the election of the Registered Holder or such permitted assignees of the Registered Holder to exercise this Warrant in the manner provided in the Purchase Form, (b) payment in full of the Exercise Price (in the manner described below) for all Warrant Shares purchased hereunder, and (c) this Warrant. Subject to compliance with SECTION 3.1(a)(vi), this Warrant shall be deemed to be exercised on the date of receipt by the Company of the Purchase Form, accompanied by payment for the Warrant Shares to be purchased and surrender of this Warrant, as aforesaid, and such date is referred to herein as the "EXERCISE DATE." Upon such exercise (subject as aforesaid), the Company shall issue and deliver to the Registered Holder a certificate for the full number of the Warrant Shares purchasable by the Registered Holder hereunder, against the receipt by the Company of the total Exercise Price payable hereunder for all such Warrant Shares, (a) this Warrant, in cash or by certified or cashier's check or (b) if the Common Stock is registered under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), by surrendering Warrant Shares having a written notice, in substantially Current Market Price equal to the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for all the Warrant Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)so purchased. The Company shall, as promptly as practicable and Person in any event within seventy-two hours thereafter, execute and deliver or cause whose name the certificate(s) for Common Stock is to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made Common Stock on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeDate.

Method of Exercise. To exercise this Warrant The Warrants represented hereby may be exercised by the Holder hereof, in whole or in part, at any time and from time to time on or after the date hereof until 5:00 p.m., Houston, Texas time, on the Expiration Date. To exercise the Warrants, the Holder hereof shall deliver to the Company Company, at the Warrant AgencyOffice designated herein, (a) this Warrant, (bi) a written notice, notice in substantially the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such Holder's election Holder to exercise this Warrantthe Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash or by bank check for all Warrant Shares purchased hereunder, which notice or (B) through a "cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise"); the Holder shall specify exchange each Warrant subject to a Cashless Exercise for that number of Warrant Shares determined by multiplying the number of Warrant Shares to be purchasedissuable hereunder by a fraction, the denominations numerator of which shall be the share certificate or certificates desired and difference between (x) the name or names in which such certificates are to be registered Market Price and (cy) the aggregate Exercise Price for each such Warrant, and the denominator of which shall be the Market Price; the Subscription Notice shall set forth the calculation upon which the Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii) these Warrants. The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares purchased (unless the Holder chooses and surrender of these Warrants, as aforesaid, and such date is referred to herein as the "cashless Exercise Date". Upon such exercise" option provided in , the third paragraph of this Section 1.01). The Company shall, as promptly as practicable and in any event within seventy-two hours thereafterfive business days, execute issue and deliver or cause to be executed and delivered, in accordance with such notice, Holder a certificate or certificates for the full number of the Warrant Shares purchased by such Holder hereunder, and shall, unless the Warrants have expired, deliver to the Holder hereof a new Warrant representing the aggregate number of Shares specified Warrants, if any, that shall not have been exercised, in said noticeall other respects identical to these Warrants. The Share certificate or As permitted by applicable law, the person in whose name the certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall for Common Stock are to be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such become a Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such Shares, as Common Stock on the Exercise Date and shall be entitled to all of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result benefits of such transfer shall be paid by Holder on the Holder at Exercise Date, including without limitation the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company right to receive dividends and other distributions for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = record date falls on or after the Exercise Price in effect under this Warrant at the time the cashless Date and to exercise election is madevoting rights.

Method of Exercise. This Warrant may be exercised by the Registered Holder as a whole or in part from time to time subsequent to the date hereof and until June 24, 2016, at which time this Warrant shall expire and be of no further force or effect; provided, however, that the minimum number of Warrant Shares that may be purchased on a single exercise shall be 10,000 or the entire number of shares remaining available for exercise hereunder, whichever is less. To exercise this Warrant in whole or in partWarrant, the Registered Holder or permitted assignees of all rights of the Registered Holder shall deliver to the Company Company, at the Warrant AgencyOffice designated in Section 2.1(a), a written notice in the form of the Purchase Form attached as Exhibit A hereto, stating therein the election of the Registered Holder or such permitted assignees of the Registered Holder to exercise this Warrant in the manner provided in the Purchase Form, (b) payment in full of the Exercise Price (in the manner described below) for all Warrant Shares purchased hereunder, and (c) this Warrant. Subject to compliance with Section 3.1(a)(vi), this Warrant shall be deemed to be exercised on the date of receipt by the Company of the Purchase Form, accompanied by payment for the Warrant Shares to be purchased and surrender of this Warrant, as aforesaid, and such date is referred to herein as the “Exercise Date.” Upon such exercise (subject as aforesaid), the Company shall issue and deliver to the Registered Holder a certificate for the full number of the Warrant Shares purchasable by the Registered Holder hereunder, against the receipt by the Company of the total Exercise Price payable hereunder for all such Warrant Shares, (a) this Warrant, in cash or by certified or cashier’s check or (b) if the Common Stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by surrendering Warrant Shares having a written notice, in substantially Current Market Price equal to the form of the Subscription Notice attached hereto, of such Holder's election to exercise this Warrant, which notice shall specify the number of Shares to be purchased, the denominations of the share certificate or certificates desired and the name or names in which such certificates are to be registered and (c) the aggregate Exercise Price for all the Warrant Shares purchased (unless the Holder chooses the "cashless exercise" option provided in the third paragraph of this Section 1.01)so purchased. The Company shall, as promptly as practicable and Person in any event within seventy-two hours thereafter, execute and deliver or cause whose name the certificate(s) for Common Stock is to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of Shares specified in said notice. The Share certificate or certificates so delivered shall be in such denominations as determined by the Company, or as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders a holder of record of such Shares, as of the date the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made Common Stock on this Warrant which shall then be returned to the Holder. The Company shall pay all expenses, payable in connection with the preparation, issuance and delivery of Share certificates and new Warrants as contemplated by Section 2.07 below (other than transfer, income or similar taxes in connection with the transfer of securities), except that, if Share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for payment. In lieu of a monetary payment of the aggregate Exercise Price, the Holder may elect to receive, without the payment of any additional consideration, Shares equal to the value of this Warrant or portion thereof by the surrender of such Warrant to the Company with the "cashless exercise" election marked in the form of Subscription Notice. Thereupon, the Company shall issue to the Holder, such number of fully paid and non-assessable Shares as is computed using the following formula: X = Y(A-B) ------ A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.01 upon such cashless exercise election. Y = the number of Shares covered by this Warrant in respect of which the cashless exercise election is made. A = the Fair Market Value (as defined in Article V hereof) of one Share, as at the time the cashless exercise election is made. B = the Exercise Price in effect under this Warrant at the time the cashless exercise election is madeDate.