Common use of No Rights or Liabilities as a Shareholder Clause in Contracts

No Rights or Liabilities as a Shareholder. This Warrant shall not entitle the Holders hereof to any voting rights or any other rights as a shareholder of the Company. No provision of this Warrant, in the absence of affirmative action by the Holder hereof to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. Call. The Company shall have the right, upon notice to the Holder (“Call Notice”), to “call” all or any portion of this Warrant (a “Call”) provided that (i) the Warrant Shares have been registered for resale pursuant to the Securities Act, and are freely tradable without restriction for at least the 30-day period preceding such notice, (ii) the Per Share Market Value for the Common Stock has been at least $1.50 per share (subject to adjustment to reflect stock splits, stock dividends, recapitalizations and the like) for each trading day in the 20-trading day period immediately preceding the date of the Call Notice, and (iii) the average daily trading volume for the Common Stock has been at least 75,000 shares for the 10-trading day period immediately preceding the date of the Call Notice. The Call Notice shall state what portion of the Warrant is being Called and on what date the Call shall take effect, which date shall be at least 30 calendar days after the Call Notice is sent to Holder (the “Call Date”). The Company covenants to honor all exercises of this Warrant up until 5:00pm (Eastern Time) on the Call Date, and any such exercises will be applied against the portion of the Warrant being Called. The Call Notice shall be void if on the Call Date, the Warrant Shares are no longer freely tradable without restriction. After 5:01pm (Eastern Time) on the Call Date, any unexercised portion of the Warrant being Called shall be cancelled without any consideration due to the Holder.

No Rights or Liabilities as a Shareholder. This Warrant shall not entitle ----------------------------------------- the Holders holder hereof to any voting rights or any other rights as a shareholder of the Company. No provision of this Warrant, in the absence of affirmative action by the Holder holder hereof to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the Holder holder hereof, shall give rise to any liability of such Holder holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. Call-TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT. The Company shall have the right--------------------------------------------------- -Restriction on Transfer. THIS WARRANT AND THE RIGHTS GRANTED TO THE ------------------------- HOLDER HEREOF ARE TRANSFERABLE, upon notice to the Holder IN WHOLE OR IN PART, UPON SURRENDER OF THIS WARRANT, TOGETHER WITH A PROPERLY EXECUTED ASSIGNMENT IN THE FORM ATTACHED HERETO, AT THE OFFICE OR AGENCY OF THE COMPANY REFERRED TO IN PARAGRAPH 7(E) BELOW, PRO-VIDED, HOWEVER, THAT ANY TRANSFER OR ASSIGNMENT SHALL BE SUBJECT TO THE CONDITIONS SET FORTH IN PARAGRAPH 7(F) HEREOF AND TO THE APPLICABLE PROVISIONS OF THE SECURITIES PURCHASE AGREEMENT. UNTIL DUE PRESENTMENT FOR REGISTRATION OF TRANSFER ON THE BOOKS OF THE COMPANY, THE COMPANY MAY TREAT THE REGISTERED HOLDER HEREOF AS THE OWNER AND HOLDER HEREOF FOR ALL PURPOSES, AND THE COMPANY SHALL NOT BE AFFECTED BY ANY NOTICE TO THE CON-TRARY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE REGISTRATION RIGHTS DESCRIBED IN PARAGRAPH 8 ARE ASSIGNABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 11, 2002, BY AND AMONG THE COMPANY AND THE OTHER SIGNATORIES THERETO (“Call Notice”), to “call” all or any portion of this Warrant (a “Call”) provided that (i) the Warrant Shares have been registered for resale pursuant to the Securities Act, and are freely tradable without restriction for at least the 30-day period preceding such notice, (ii) the Per Share Market Value for the Common Stock has been at least $1.50 per share (subject to adjustment to reflect stock splits, stock dividends, recapitalizations and the like) for each trading day in the 20-trading day period immediately preceding the date of the Call Notice, and (iii) the average daily trading volume for the Common Stock has been at least 75,000 shares for the 10-trading day period immediately preceding the date of the Call Notice. The Call Notice shall state what portion of the Warrant is being Called and on what date the Call shall take effect, which date shall be at least 30 calendar days after the Call Notice is sent to Holder (the “Call Date”THE "REGISTRATION RIGHTS AGREEMENT"). The Company covenants to honor all exercises -Warrant Exchangeable for Different Denomina-tions. THIS WARRANT IS ----------------------------------------------------- EXCHANGE-ABLE, UPON THE SURRENDER HEREOF BY THE HOLDER HEREOF AT THE OFFICE OR AGENCY OF THE COMPANY REFERRED TO IN PARAGRAPH 7(E) BELOW, FOR NEW WARRANTS OF LIKE TENOR REPRESENTING IN THE AGGREGATE THE RIGHT TO PURCHASE THE NUMBER OF SHARES OF COMMON STOCK WHICH MAY BE PURCHASED HEREUNDER, EACH OF SUCH NEW WARRANTS TO REPRESENT THE RIGHT TO PURCHASE SUCH NUMBER OF SHARES AS SHALL BE DESIGNATED BY THE HOLDER HEREOF AT THE TIME OF SUCH SURRENDER. -Replacement of this Warrant up until 5:00pm (Eastern Time) on the Call DateWarrant. UPON RECEIPT OF EVI-DENCE REASONABLY SATISFACTORY ---------------------- TO THE COMPANY OF THE LOSS, and any such exercises will be applied against the portion of the Warrant being Called. The Call Notice shall be void if on the Call DateTHEFT, the Warrant Shares are no longer freely tradable without restriction. After 5:01pm (Eastern Time) on the Call DateDESTRUCTION, any unexercised portion of the Warrant being Called shall be cancelled without any consideration due to the HolderOR MUTILATION OF THIS WARRANT AND, IN THE CASE OF ANY SUCH LOSS, THEFT, OR DESTRUC-TION, UPON DELIVERY OF AN INDEMNITY AGREEMENT REASON-ABLY SATISFACTORY IN FORM AND AMOUNT TO THE COMPANY, OR, IN THE CASE OF ANY SUCH MUTILATION, UPON SURRENDER AND CANCELLATION OF THIS WARRANT, THE COMPANY, AT ITS EXPENSE, WILL EXECUTE AND DELIVER, IN LIEU THEREOF, A NEW WARRANT OF LIKE TENOR.

No Rights or Liabilities as a Shareholder. This Warrant shall not entitle ----------------------------------------- the Holders holder hereof to any voting rights or any other rights as a shareholder of the Company. No provision of this Warrant, in the absence of affirmative action by the Holder holder hereof to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the Holder holder hereof, shall give rise to any liability of such Holder holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. Call-TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT. The Company shall have the right--------------------------------------------------- -Restriction on Transfer. THIS WARRANT AND THE RIGHTS GRANTED TO THE ------------------------- HOLDER HEREOF ARE TRANSFERABLE, upon notice to the Holder IN WHOLE OR IN PART, UPON SURRENDER OF THIS WARRANT, TOGETHER WITH A PROPERLY EXECUTED ASSIGNMENT IN THE FORM ATTACHED HERETO, AT THE OFFICE OR AGENCY OF THE COMPANY REFERRED TO IN PARAGRAPH 7(E) BELOW, PRO-VIDED, HOWEVER, THAT ANY TRANSFER OR ASSIGNMENT SHALL BE SUBJECT TO THE CONDITIONS SET FORTH IN PARAGRAPH 7(F) HEREOF AND TO THE APPLICABLE PROVISIONS OF THE SECURITIES PURCHASE AGREEMENT. UNTIL DUE PRESENTMENT FOR REGISTRATION OF TRANSFER ON THE BOOKS OF THE COMPANY, THE COMPANY MAY TREAT THE REGISTERED HOLDER HEREOF AS THE OWNER AND HOLDER HEREOF FOR ALL PURPOSES, AND THE COMPANY SHALL NOT BE AFFECTED BY ANY NOTICE TO THE CON-TRARY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE REGISTRATION RIGHTS DESCRIBED IN PARAGRAPH 8 ARE ASSIGNABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY __, 2002, BY AND AMONG THE COMPANY AND THE OTHER SIGNATORIES THERETO (“Call Notice”), to “call” all or any portion of this Warrant (a “Call”) provided that (i) the Warrant Shares have been registered for resale pursuant to the Securities Act, and are freely tradable without restriction for at least the 30-day period preceding such notice, (ii) the Per Share Market Value for the Common Stock has been at least $1.50 per share (subject to adjustment to reflect stock splits, stock dividends, recapitalizations and the like) for each trading day in the 20-trading day period immediately preceding the date of the Call Notice, and (iii) the average daily trading volume for the Common Stock has been at least 75,000 shares for the 10-trading day period immediately preceding the date of the Call Notice. The Call Notice shall state what portion of the Warrant is being Called and on what date the Call shall take effect, which date shall be at least 30 calendar days after the Call Notice is sent to Holder (the “Call Date”THE "REGISTRATION RIGHTS AGREEMENT"). The Company covenants to honor all exercises -Warrant Exchangeable for Different Denomina-tions. THIS WARRANT IS ----------------------------------------------------- EXCHANGE-ABLE, UPON THE SURRENDER HEREOF BY THE HOLDER HEREOF AT THE OFFICE OR AGENCY OF THE COMPANY REFERRED TO IN PARAGRAPH 7(E) BELOW, FOR NEW WARRANTS OF LIKE TENOR REPRESENTING IN THE AGGREGATE THE RIGHT TO PURCHASE THE NUMBER OF SHARES OF COMMON STOCK WHICH MAY BE PURCHASED HEREUNDER, EACH OF SUCH NEW WARRANTS TO REPRESENT THE RIGHT TO PURCHASE SUCH NUMBER OF SHARES AS SHALL BE DESIGNATED BY THE HOLDER HEREOF AT THE TIME OF SUCH SURRENDER. -Replacement of this Warrant up until 5:00pm (Eastern Time) on the Call DateWarrant. UPON RECEIPT OF EVI-DENCE REASONABLY SATISFACTORY ---------------------- TO THE COMPANY OF THE LOSS, and any such exercises will be applied against the portion of the Warrant being Called. The Call Notice shall be void if on the Call DateTHEFT, the Warrant Shares are no longer freely tradable without restriction. After 5:01pm (Eastern Time) on the Call DateDESTRUCTION, any unexercised portion of the Warrant being Called shall be cancelled without any consideration due to the HolderOR MUTILATION OF THIS WARRANT AND, IN THE CASE OF ANY SUCH LOSS, THEFT, OR DESTRUC-TION, UPON DELIVERY OF AN INDEMNITY AGREEMENT REASON-ABLY SATISFACTORY IN FORM AND AMOUNT TO THE COMPANY, OR, IN THE CASE OF ANY SUCH MUTILATION, UPON SURRENDER AND CANCELLATION OF THIS WARRANT, THE COMPANY, AT ITS EXPENSE, WILL EXECUTE AND DELIVER, IN LIEU THEREOF, A NEW WARRANT OF LIKE TENOR.