Common use of Protection Against Dilution Clause in Contracts

Protection Against Dilution. (a) In the event at any time or from time to time, all holders of Common Stock (or any other shares of stock or other securities at that time receivable upon exercise of this Warrant) shall have received, other or additional or less Common Stock without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution"), then, and in each such case, Holder upon the exercise of this Warrant and payment of the Exercise Price provided above, shall be entitled to receive, in addition to the shares called for under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the provisions of this Warrant shall be applicable to the shares of stock or other securities thereafter deliverable upon the exercise of this Warrant. In the case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore, shall be proportionately reduced.

Protection Against Dilution. (a) In the event If, at any time or from time to timetime after the Effective Date, all the Company shall distribute to the holders of the Common Stock (or any i) securities, other than shares of stock Common Stock, or other securities at that time receivable upon exercise of this Warrant(ii) shall have receivedproperty, other or additional or less Common Stock excluding cash, without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporationtherefore, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution")with respect to the Common Stock, then, and in each such case, Holder the Holder, upon the exercise of this Warrant and payment of the Exercise Price provided aboveWarrant, shall be entitled to receive, in addition to receive the shares called for under this Warrant, securities and properties which the shares or other securities to which Holder would have been entitled in held on the Distribution if date of such exercise if, on the Effective Date the Holder had exercised this Warrant immediately prior thereto. In case been the holder of the partial exercise record of this Warrant under such circumstances, the number of shares of stock or other Common Stock subscribed for upon such exercise and, during the period from the Effective Date to and including the date of such exercise, had retained such shares and securities which would have been and properties receivable upon by the full exercise Holder during such period. Notice of this Warrant, and the Exercise Price payable therefore computed as provided above, each such distribution shall be proportionately reducedforthwith mailed by the Company to the Holder. (b) In case the Company shall subsequent to the Effective Date (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any reorganization shares of capital stock of the Company, or any other corporation the stock or securities of which are at the time deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, in effect immediately prior to such action shall be adjusted so that the Holder of any Warrant surrendered for exercise immediately thereafter would be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the provisions of this Warrant shall be applicable to the shares of stock or other securities thereafter deliverable upon the exercise of this Warrant. In the case of the partial exercise of this Warrant under such circumstances, receive the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this subparagraph 3 (b) shall become effective immediately after the record date in the case of any such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reconstruction or reclassification. If, as a result of an adjustment made pursuant to this subparagraph 3 (b), the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination, providing the same is applied equally to all holders of Common Stock, shall be conclusive and shall be described in a written notice to the Holders of the Warrants promptly after such adjustment) shall determine the allocation between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. (c) In case the Company shall subsequent to the Effective Date issue or sell any rights, options, warrants or securities which would have been receivable upon convertible into Common Stock entitling the full exercise holders thereof to purchase Common Stock or to convert such securities into Common Stock at a price per share (the "Price", as defined) less than the then current Exercise Price in effect on the date of this Warrantsuch issuance or sale, and the Exercise Price payable therefore, shall be proportionately reducedadjusted as of the date of such issuance or sale so that the same shall equal to the Price (subject to further adjustment as herein provided). For purposes of this subparagraph 3(c), the term "Price" shall be and mean the amount determined by dividing (i) the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such rights, options, warrants or convertible securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "Total Consideration"), by (ii) the number of additional shares of Common Stock issuable upon exercise or conversion of such securities. Any property (other than cash) received in consideration for, or exercise of, any such rights, options, warrants or convertible securities shall be valued at fair market value on the date of receipt by the Company, as determined by the Board of Directors.

Protection Against Dilution. (a) In case the event at any time Company shall hereafter (i) pay a dividend or from time to timemake a distribution on its capital stock in shares of Common Stock, all holders (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company (each of (i) through (iv) an "Action"), the Per Share Exercise Price shall be adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Exercise Price and the denominator of which shall be the number of shares of Common Stock or other capital stock of the Company that the Holder would have held (solely as a result of the exercise of this Warrant and the operation of such Action) immediately following such Action if this Warrant had been exercised immediately prior to such Action. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (b) In the event of any capital reorganization or reclassification not otherwise covered in this Section 3, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities at that time receivable upon exercise of this Warrant) shall have received, other or additional or less Common Stock without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution"), then, and in each such case, Holder upon the exercise of this Warrant and payment of the Exercise Price provided above, shall be entitled to receive, in addition to the shares called for under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time property thereafter deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the . The above provisions of this Warrant Subsection 3(b) shall be applicable similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. (c) Whenever the shares of stock or other securities thereafter deliverable Per Share Exercise Price payable upon the exercise of this Warrant. In the case of the partial exercise of this Warrant under such circumstancesis adjusted pursuant to this Section 3, the number of shares of stock or other securities which would have been receivable upon Common Stock underlying this Warrant shall simultaneously be adjusted to equal the full number obtained by dividing the Aggregate Exercise Price (as the same shall be reduced to the extent of any partial exercise of this Warrant) by the adjusted Per Share Exercise Price. (d) If, as a result of an adjustment made pursuant to this Section 3, the Holder shall become entitled to receive, upon exercise of the Warrant, shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Per Share Exercise Price payable therefore, shall be proportionately reducedbetween or among shares or such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. (a) In the event 3.1 Except as otherwise provided in this Section 3, if, at any time or from time to timetime after the date of this Warrant, all the Company shall distribute to one or more of the holders of an aggregate of more than 10% of its outstanding Common Stock, (i) securities (other than of Common Stock or stock options, warrants or rights to purchase Common Stock or securities convertible into Common Stock granted or sold in accordance with Section 3.8), without payment therefor, or (or any other shares of stock or other securities at that time receivable upon exercise of this Warrantii) shall have receivedproperty, other or additional or less Common Stock than cash, without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution")therefor, then, and in each such case, Holder the Holder, upon the exercise of this Warrant and payment of the Exercise Price provided aboveWarrant, shall be entitled to receivereceive the securities and property which the Holder would hold on the date of such exercise if, in addition on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be forthwith mailed to the Holder. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (i) pay a dividend or make a distribution on its Common Stock in shares called for of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the Holder shall be entitled to purchase under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstanceswithout additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other securities class of capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger of the Company in which would the Company is not the surviving entity, or in case of any sale or conveyance by the Company to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder shall have been receivable the right thereafter, upon the full exercise of this Warrant, to receive the kind and amount of securities, cash or other property which the Exercise Price payable therefore computed Holder would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this Warrant been exercised in full immediately prior to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 3 with respect to the rights and interests of the Holder to the end that the provisions of this Section 3 thereafter shall be correspondingly applicable, as provided abovenearly as may reasonably be, to such securities and other property. The provisions of this subsection 3.3 shall similarly apply to successive consolidations, mergers, sales or conveyances. Notice of any such consolidation, merger, sale or conveyance, and of said provisions so proposed to be made, shall be proportionately reduced. mailed to the Holder not less than twenty (b20) In case days prior to such event. A sale of any reorganization of Company, or any other corporation the stock or securities of which are at the time deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. 3.4 Except as provided in subsection 3.8 hereof, if at any time or from time to another corporationtime after the date of this Warrant, or liquidatethe Company shall sell any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to such sale, Holderthe Warrant Price shall be adjusted as of the date of such sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of Common Stock outstanding immediately prior to such sale multiplied by the Warrant Price plus (B) the consideration received by the Company upon such sale, upon by (ii) the total number of shares of Common Stock outstanding after such sale; provided, however, that in no event shall the exercise hereof and upon price be adjusted pursuant to the payment computation under this Section 3.4 to an amount in excess of the Exercise Warrant Price in effect immediately prior to such computation. 3.5 No adjustment of the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05; provided, however, that any adjustments which by reason of this subsection 3.4 are not required to be made shall be carried forward and taken into account in any subsequent adjustment, and provided abovefurther, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3.4) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the Holder. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to receivemake such reductions in the Warrant Price, in lieu addition to those required by this Section 3, as it shall deem to be advisable in its discretion in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable. 3.6 Whenever the Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of the Holder in accordance with this Section 3, the Chief Financial Officer of the Company promptly shall certify the Warrant Price and the number of Warrant Shares after such adjustment or modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same, and shall cause such certificate to be mailed to the Holder. 3.7 For purposes of this Section 3, in case any shares called of Common Stock, options or securities entitling the holders thereof to purchase Common Stock or any securities entitling the holders thereof to convert such into Common Stock ("Convertible Securities") shall be or are to be sold or issued by the Company for cash, the net proceeds received by the Company shall be deemed to be the consideration received by the Company therefor. If any shares of Common Stock, options or securities entitling the holders thereof to purchase Common Stock or to convert such securities into Common Stock shall be or are to be sold or issued for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined in good-faith by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. 3.8 Notwithstanding anything herein to the contrary, no adjustment to the Warrant Shares or the Warrant Price shall be required under this WarrantSection 3 as a result of (i) the issuance or sale of Common Stock or Convertible Securities by the Company as a result of the exercise of any options presently outstanding under the Company's 1991 Performance Equity Plan, as amended (the stock "1991 Plan"), 1992 Outside Directors Stock Option Plan, as amended (the "1992 Plan"), and 1993 Nonqualified Stock Option Plan, as amended (the "1993 Plan") (the 1991 Plan, 1992 Plan, and the 1993 Plan are referred to collectively as the "Plans"); or (ii) the issuance of any options which may hereafter be granted by the Company under any of the Plans or under any other employee benefit plan of the Company provided such options are issued with a conversion or exercise price equal to the fair market value of the Common Stock at the date of grant or any Common Stock or Convertible Securities hereafter issued or sold by the Company as a result of the exercise of any options hereafter granted by the Company under any Plans or under any other employee benefit plan of the Company; or (iii) the issuance or sale by the Company of any Common Stock, Convertible Securities, warrants or rights in connection with or arising out of or relating to the private placement described in the Revised Confidential Term Sheet, dated June 6, 1994, as supplemented from time to time (the "Private Placement"), whether such is now or hereafter issued or sold; or (iv) the issuance or sale of Common Stock or Convertible Securities after the date hereof upon the exercise of any rights or warrants outstanding as of the date hereof or the issuance or sale of Common Stock or Convertible Secur- ities after the date hereof upon the exercise of any rights or warrants issued by the Company in connection with or arising out of or relating to the Private Placement; or (v) the sale of any shares of Common Stock, Convertible Securities or warrants in a firm commitment underwritten public offering or the issuance of any shares of Common Stock or Convertible Securities upon the exercise or conversion of such warrants or Convertible Securities issued in such firm commitment underwritten public offering; or (vi) the issuance by the Company of Common Stock or any other securities to Quadrex Corporation or Quadrex Environmental Company, or their successors or assigns, under or in connection with or as a result of that certain Stock Purchase Agreement, dated March 23, 1994, as amended, between the Company and Quadrex Corporation and that certain Purchase Agreement, dated March 23, 1994, as amended, between the Company, Perma-Fix of Florida, Inc., Quadrex Corporation and Quadrex Environmental Company. 3.9 As used in this Section 3, the term "Common Stock" shall mean and include the Company's Common Stock authorized on the date of the original issue of the Warrants and shall also include any capital stock of any class of the Company thereafter authorized which Holder would have been entitled shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the consummation voluntary liquidation, dissolution or winding up of the Company; provided, however, that the shares issuable upon exercise of this Warrant shall include only shares of such reorganizationclass designated in the Company's Certificate of Incorporation as Common Stock on the date of the original issue of the Warrants or (i), in the case of any reclassification, change, consolidation, merger, conveyancesale or conveyance of the character referred to in Subsection 3.3 hereof, the stock, securities or liquidation if Holder had purchased the shares called property provided for hereby immediately prior thereto; and in such casesection or (ii), the provisions of this Warrant shall be applicable to the shares of stock or other securities thereafter deliverable upon the exercise of this Warrant. In in the case of any reclassification or change in the partial outstanding shares of Common Stock issuable upon exercise of this Warrant under the Warrants as a result of a subdivision or combination or consisting of a change in par value, or from par value to no par value, or from no par value to par value, such circumstances, the number of shares of stock Common Stock as so reclassified or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore, shall be proportionately reducedchanged.

Protection Against Dilution. (a) In the event at any time or from time to time, all holders of Common Stock (or any other shares of stock or other securities at that time receivable upon exercise of this Warrant) shall have received, other or additional or less Common Stock without payment therefore therefor (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-offspinoff, split-off, reclassification, combination of shares or otherwise) (a "Distribution"), then, and in each such case, Holder upon the exercise of this Warrant and payment of the Exercise Price provided above, shall be entitled to receive, in addition to the shares called for under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore therefor computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the provisions of this Warrant shall be applicable to the shares of stock or other securities thereafter deliverable upon the exercise of this Warrant. In the case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable thereforetherefor, shall be proportionately reduced.

Protection Against Dilution. (a) In the event 3.1 If, at any time or from time to timetime after the date of this Warrant, the Company shall distribute pro rata to all of the holders of its then outstanding shares of Common Stock (or any a) securities, other than shares of Common Stock or stock options, or other securities at that time receivable upon exercise of this Warrant(b) shall have receivedproperty, other or additional or less Common Stock than cash, without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution")therefor, then, and in each such case, Holder the Holder, upon the exercise of this Warrant and payment of the Exercise Price provided aboveWarrant, shall be entitled to receivereceive the securities and property which the Holder would hold on the date of such exercise if, on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (a) pay a dividend on its Common Stock in addition shares of Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine its outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the shares called for Holder shall be entitled to purchase under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstanceswithout additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other securities class of capital stock of the company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to all holders of the Warrants promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger to which would the Company is a party, other than a merger or consolidation in which the Company is the continuing or surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have been receivable the right thereafter, upon the full exercise of this Warrant, to receive the kind and the Exercise Price payable therefore computed as provided aboveamount of securities, shall be proportionately reduced. (b) In case of any reorganization of Company, cash or any other corporation the stock property which he would have owned or securities of which are at the time deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be been entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of receive immediately after such reorganization, consolidation, merger, conveyance, sale or liquidation if Holder conveyance had purchased the shares called for hereby this Warrant been exercised immediately prior thereto; to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Warrant shall be applicable to the shares of stock or other securities thereafter deliverable upon the exercise of this Warrant. In the case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore, shall be proportionately reduced.this

Protection Against Dilution. (a) In case the event at any time Company shall hereafter (i) pay a dividend or from time to timemake a distribution on its capital stock in shares of Common Stock, all holders (ii) subdivide its outstanding shares of Common Stock into a great number of shares, (or any other iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Warrant Price and the denominator of which shall be the number of shares of Common Stock or other securities at that time receivable upon capital stock of the Company which he would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (b) No adjustment in the Per Share Warrant Price shall be required in the case of the issuance by the Company of (a) Common Stock pursuant to the exercise of this any Warrant, (b) shall have received, other options or additional or less warrants to purchase Common Stock without payment therefore (whether through a dividend in stock including the exercise thereof) issued or any class sold to employees, officers or directors of stock of or consultants and advisers to the Company or any subsidiary thereof, and (c) shares of Common Stock issued or sold pursuant to stock purchase or stock option plans or other similar arrangements that are approved by the Company's Board of Directors. (c) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or through stock splitin case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, spin-off, split-off, reclassification, combination or in the case of shares or otherwise) any statutory exchange of securities with another corporation (including any exchange effected in connection with a "Distribution"merger of a third corporation into the Company), then, and in each such case, the Holder upon of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and payment amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the Exercise Price provided aboveprovisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, shall be entitled to receiveas nearly as may reasonably be, in addition relation to the shares called for under this Warrant, the any shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time property thereafter deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the . The above provisions of this Warrant Subsection shall be applicable similarly apply to the successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable upon on the exercise of this Warrant. In the case Warrant shall be responsible for all of the partial exercise agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) No adjustment in the Per Share Warranty Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, however, that any adjustments which by -------- ------- reason of this Subsection are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, -------- -------- that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Subsection) not later than such times as may be required in order to preserve the tax-free nature of a distribution to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under such circumstancesthis section 3 shall be made to the nearest cent or to the nearest 1/100th of share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the number Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (e) If the Board of Directors of the Company shall declare any dividend or other securities which would have been receivable upon distribution with respect to the full Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holders of the Warrants not less than 15 days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of this Warranttwo or more classes of capital stock or shares of Common Stock and other capital stock of the Company, and the Exercise Price payable therefore, Board of Directors (whose determination shall be proportionately reducedconclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. (a) In case the event at any time Company shall hereafter (i) pay a dividend or from time to timemake a distribution on its capital stock in shares of Common Stock, all holders (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company (each of (i) through (iv) an "Action"), the Per Share Exercise Price shall be adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Exercise Price and the denominator of which shall be the number of shares of Common Stock or other capital stock of the Company that the Holder would have held (solely as a result of the exercise of this Warrant and the operation of such Action) immediately following such Action if this Warrant had been exercised immediately prior to such Action. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (b) In the event of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities at that time receivable upon exercise of this Warrant) shall have received, other or additional or less Common Stock without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution"), then, and in each such case, Holder upon the exercise of this Warrant and payment of the Exercise Price provided above, shall be entitled to receive, in addition to the shares called for under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time property thereafter deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the . The above provisions of this Warrant Subsection 3(b) shall be applicable similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. (c) Whenever the shares of stock or other securities thereafter deliverable Per Share Exercise Price payable upon the exercise of this Warrant. In the case of the partial exercise of this Warrant under such circumstancesis adjusted pursuant to this Section 3, the number of shares of stock or other securities which would have been receivable upon Common Stock underlying this Warrant shall simultaneously be adjusted to equal the full number obtained by dividing the Aggregate Exercise Price (as the same shall be reduced to the extent of any partial exercise of this Warrant) by the adjusted Per Share Exercise Price. (d) If, as a result of an adjustment made pursuant to this Section 3, the Holder shall become entitled to receive, upon exercise of the Warrant, shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Per Share Exercise Price payable therefore, shall be proportionately reducedbetween or among shares or such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. (ai) In the event at of any time consolidation with or from time merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation) while any principal or accrued interest remains outstanding under this Note, then such successor, shall (i) execute with the Holder an agreement providing that the Holder shall have the right thereafter to time, all holders receive upon conversion of Common Stock (or any other this Note solely the kind and amount of shares of stock and other securities, property, cash or other securities at that time any combination thereof receivable upon exercise of this Warrant) shall have received, other or additional or less Common Stock without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporationsuch consolidation, or through stock split, spin-off, split-off, reclassification, combination merger by a holder of shares or otherwise) (a "Distribution"), then, and in each such case, Holder upon the exercise of this Warrant and payment of the Exercise Price provided above, shall be entitled to receive, in addition to the shares called for under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities Capital Stock for which would this Note might have been receivable converted immediately prior to such consolidation or merger, (ii) make effective provision in its Articles of Incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve, for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled upon the full exercise conversion of this Warrant, and the Exercise Price payable therefore computed as provided above, shall be proportionately reducedNote. (bii) In case the event of any reorganization reclassification or change of Companythe Capital Stock into which this Note may be converted (other than a change in par value or from no par value to a specified par value, or as a result of a subdivision or combination, but including any other corporation change in the stock shares into two or securities more classes or series of which are at the time deliverable on the exercise of this Warrantshares), or in case the event of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or such change (including a change to the right to receive cash or other corporation shall consolidate with or merge property) of the Capital Stock into another corporationwhich this Note may be converted (other than a change in par value, or convey all or substantially all of its assets from no par value to another corporationa specified par value, or liquidateas a result of a subdivision or combination, Holder, upon but including any change in the exercise hereof and upon the payment shares into two or more classes or series of the Exercise Price provided above, shall be entitled to receiveshares), in lieu of the shares called for either case while any principal or accrued interest remains outstanding under this WarrantNote, then the stock or other securities Holder shall have the right thereafter to which Holder would have been entitled receive upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the provisions conversion of this Warrant shall be applicable to Note solely the kind and amount of shares of stock and other securities, property, cash or other securities thereafter deliverable any combination thereof receivable upon the exercise such reclassification, change, consolidation or merger by a holder of this Warrant. In the case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities Capital Stock for which would this Note might have been receivable upon the full exercise converted immediately prior to such reclassification, change, consolidation or merger. The above provisions of this WarrantSection 3(e) shall similarly apply to successive reclassifications and changes of Capital Stock and to successive consolidations and mergers. Notice of such consolidation, merger, sale, distribution, reclassification or reorganization and the Exercise Price payable thereforeof such provisions so proposed to be made, shall be proportionately reducedmailed to the Holder not less than fifteen (15) days prior to such event.

Protection Against Dilution. (a) In The Exercise Price and the event at any time or from time to time, all holders of Common Stock (or any other shares of stock or other securities at that time receivable upon exercise of this Warrant) shall have received, other or additional or less Common Stock without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination number of shares or otherwise) (a "Distribution"), then, and in each such case, which can be purchased by the Holder upon the exercise of this Warrant shall be subject to adjustment in the events and payment in the manner following: (1) If and whenever the shares at any time outstanding shall be subdivided into a greater or consolidated into a lesser number of shares, the Exercise Price provided above, shall be entitled to receive, in addition to decreased or increased proportionately as the shares called for under this Warrant, the shares case may be; upon any such subdivision or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstancesconsolidation, the number of shares of stock or other securities which would have been receivable can be purchased upon the full exercise of this Warrant, and the Exercise Price payable therefore computed as provided above, warrant certificate shall be increased or decreased proportionately reducedas the case may be. (b2) In case of any capital reorganization or of Companyany reclassification of the capital of the Company or in case of the consolidation, merger or amalgamation of the Company with or into any other corporation company, this Warrant shall after such capital reorganization, reclassification of capital, consolidation, merger or amalgamation confer the stock right to purchase the number of shares or other securities of the Company or of the Company resulting from such capital reorganization, reclassification, consolidation, merger or amalgamation, as the case may be, to which are the Holder of the shares deliverable at the time of such capital reorganization, reclassification of capital, consolidation, merger or amalgamation, upon the exercise of this Warrant would have been entitled. On such capital reorganization, reclassification, consolidation, merger or amalgamation appropriate adjustments shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder of this Warrant so that the provisions set forth herein shall thereafter be applicable as nearly as may reasonably be in relation to any shares or other securities thereafter deliverable on the exercise of this Warrant. (3) The rights of the Holder evidenced hereby are to purchase shares prior to or on the date set out on the face of this Warrant. If there shall, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets prior to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of any of the Exercise Price provided aboverights evidenced hereby, shall be entitled to receive, in lieu any reorganization of the shares called for under this Warrant, authorized capital of the stock or other securities to which Holder would have been entitled upon the consummation Company by way of such reorganization, consolidation, merger, conveyancesubdivision, amalgamation or otherwise, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and payment of any stock dividends, then there shall automatically be an adjustment in such case, the provisions either or both of this Warrant shall be applicable to the shares of stock or other securities thereafter deliverable upon the exercise of this Warrant. In the case of the partial exercise of this Warrant under such circumstances, the number of shares of stock which may be purchased pursuant hereto or other securities the price at which would such shares may be purchased so that the rights evidenced hereby shall thereafter as reasonably as possible be equivalent to those originally granted hereby. The Company shall have been receivable upon the full exercise of sole and exclusive power to make such adjustments as it considers necessary and desirable. (4) The adjustments provided for herein in the subscription rights represented by this Warrant, and the Exercise Price payable therefore, shall be proportionately reducedWarrant are cumulative.

Protection Against Dilution. (a) In the event 3.1 If, at any time or from time to timetime after the date of this Warrant, the Company shall distribute pro rata to all of the holders of its then outstanding shares of Common Stock (or any a) securities, other than shares of Common Stock or stock options, or other securities at that time receivable upon exercise of this Warrant(b) shall have receivedproperty, other or additional or less Common Stock than cash, without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution")therefor, then, and in each such case, Holder the Holder, upon the exercise of this Warrant and payment of the Exercise Price provided aboveWarrant, shall be entitled to receivereceive the securities and property which the Holder would hold on the date of such exercise if, on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (a) pay a dividend on its Common Stock in addition shares of Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine its outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the shares called for Holder shall be entitled to purchase under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstanceswithout additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other securities class of capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to all holders of the Warrants promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger to which would the Company is a party, other than a merger or consolidation in which the Company is the continuing or surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have been receivable the right thereafter, upon the full exercise of this Warrant, to receive the kind and the Exercise Price payable therefore computed as provided aboveamount of securities, shall be proportionately reduced. (b) In case of any reorganization of Company, cash or any other corporation the stock property which he would have owned or securities of which are at the time deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be been entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of receive immediately after such reorganization, consolidation, merger, conveyance, sale or liquidation if Holder conveyance had purchased the shares called for hereby this Warrant been exercised immediately prior thereto; to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Warrant shall be applicable Section 3 with respect to the shares of stock or other securities thereafter deliverable upon the exercise of this Warrant. In the case rights and interests of the partial exercise Holder of this Warrant under such circumstances, to the number of shares of stock or other securities which would have been receivable upon end that the full exercise provisions of this WarrantSection 3 thereafter shall be correspondingly applicable, as nearly as may reasonably be, to such securities and other property. Notice of any such consolidation, merger, sale or conveyance, and the Exercise Price payable thereforeof said provisions so proposed to be made, shall be proportionately reducedmailed to the Holder not less than thirty (30) days prior to such event. A sale of all, or substantially all, of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.

Protection Against Dilution. (a) In the event If, at any time or from time to timetime after the date of this Warrant, all the Company shall issue or distribute to the holders of shares of the Common Stock (or any i) securities, other than shares of stock the Common Stock, or other securities at that time receivable upon exercise of this Warrant(ii) shall have receivedproperty, other or additional or less Common Stock than cash, without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporationtherefor, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution")with respect to the Common Stock, then, and in each such case, Holder the Holder, upon the exercise of this Warrant and payment of the Exercise Price provided aboveWarrant, shall be entitled to receivereceive the securities and property which the Holder would hold on the date of such exercise if, in addition to on the shares called for under date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be forthwith mailed to the Holder. (b) If, at any time or from time to time after the date of this Warrant, the Company shall (i) pay a dividend or make a distribution on its capital stock in shares of the Common Stock, (ii) subdivide its outstanding shares of the Common Stock into a greater number of shares, (iii) combine its outstanding shares of the Common Stock into a smaller number of shares or (iv) issue by reclassification of the Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted so that the Holder upon the exercise hereof shall be entitled to receive the number of shares of the Common Stock or other securities to capital stock of the Company which the Holder would have owned immediately following such action had such Warrant been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. An adjustment made pursuant to this Section 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (c) Except as provided in Section 3(e), in case the Company shall hereafter issue or sell any shares of the Common Stock for a consideration per share less than the Per Share Warrant Price in effect immediately prior to the date of such issuance or sale, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of the Common Stock outstanding immediately prior to such issuance or sale multiplied by the Per Share Warrant Price plus (B) the consideration received by the Company upon such issuance or sale by (ii) the total number of shares of the Common Stock outstanding after such issuance or sale. (d) Except as provided in Section 3(e), in case the Company shall hereafter issue or sell any rights, options, warrants or securities convertible into the Common Stock entitling the holders thereof to purchase the Common Stock or to convert such securities into the Common Stock at a price per share (determined by dividing (i) the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such rights, options, warrants or convertible securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "Total Consideration") by (ii) the number of additional shares of the Common Stock issuable upon exercise or conversion of such securities) less than the then Per Share Warrant Price in effect on the date of such issuance or sale, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of the Common Stock outstanding on the date of such issuance or sale multiplied by the Per Share Warrant Price plus (B) the Total Consideration by (ii) the number of shares of the Common Stock outstanding on the date of such issuance or sale plus the maximum number of additional shares of the Common Stock issuable upon exercise or conversion of such securities. (e) No adjustment in the Per Share Warrant Price shall be required in the case of (i) the issuance of up to [ ] shares of the Common Stock upon the exercise of options outstanding on the date hereof, (ii) the issuance by the Company of the Common Stock pursuant to the exercise of any Warrant or (iii) the issuance by the Company of any shares of the Common Stock pursuant to the exercise of the over-allotment option granted in the Underwriting Agreement, dated ________, 1996, by and between the Company and Ladenburg, Thalxxxx & Xo. Inc., as representative of the several underwriters named therein. (f) In case of any consolidation or merger to which the partial Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another entity (including any exchange effected in connection with a merger of another corporation with the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant under the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such circumstancesconsolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the number effective date of such consolidation, merger, statutory exchange, sale or conveyance and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time property thereafter deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the . The above provisions of this Warrant Section 3(f) shall be applicable similarly apply to the successive consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable upon on the exercise of this Warrant. In the case Warrant shall be responsible for all of the partial exercise agreements and obligations of the Company hereunder. Notice of any such consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (g) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof, then, in each such case, the Holders of Warrants representing the right to purchase a majority of the Warrant Shares subject to all outstanding Warrants may appoint a firm of independent public accountants of recognized national standing reasonably acceptable to the Company, which shall give their opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants shall be borne by the Company. (h) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of the Common Stock; provided, however, that any adjustments which by reason of this Section 3(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Section 3(h)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the Holder of this Warrant or the Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such circumstancesreductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (i) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same, and cause copies of such certificate to be mailed to the Holders of the Warrants. In addition, within thirty (30) days after the end of the Company's fiscal year next following any such adjustment or modification, the Company shall, at its own expense, deliver to the Holder of this Warrant a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the same information as required by such principal financial officer certificate. (j) If the Board of Directors of the Company shall (i) declare any dividend or other distribution with respect to the Common Stock, other than a cash dividend payable otherwise than out of earnings or earned surplus, (ii) offer to the holders of shares of the Common Stock any additional shares of the Common Stock, any securities convertible into or exercisable for shares of the Common Stock or any rights to subscribe thereto or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall mail notice thereof to the Holders of the Warrants not less than 15 days prior to the record date fixed for determining stockholders entitled to participate in such dividend, distribution, offer or subscription right or to vote on such dissolution, liquidation or winding up. (k) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of the Common Stock and other securities which would have been receivable upon capital stock of the full exercise Company, the Board of this Warrant, and Directors of the Exercise Price payable therefore, Company (whose determination shall be proportionately reducedconclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of the Common Stock and other capital stock and any subsequent adjustments made pursuant to this Section 3 shall apply equally to each such resulting class of capital stock.

Protection Against Dilution. (a) In case the event at any time Company shall hereafter (i) pay a dividend or from time to timemake a distribution on its Common Stock in shares of Common Stock, all holders (ii) subdivide its outstanding shares of Common Stock into a greater number of shares or (iii) combine its outstanding shares of Common Stock into a smaller number of shares (each of (i) through (iii) an "Action"), the Per Share Exercise Price shall be adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Exercise Price and the denominator of which shall be the number of shares of Common Stock or other capital stock of the Company that the Holder would have held (solely as a result of the exercise of this Warrant and the operation of such Action) immediately following such Action if this Warrant had been exercised immediately prior to such Action. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (b) In the event of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities at that time receivable upon exercise of this Warrant) shall have received, other or additional or less Common Stock without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution"), then, and in each such case, Holder upon the exercise of this Warrant and payment of the Exercise Price provided above, shall be entitled to receive, in addition to the shares called for under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time property thereafter deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the . The above provisions of this Warrant Subsection 3(b) shall be applicable similarly apply to the successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable upon on the exercise of this Warrant. In the case Warrant shall be responsible for all of the partial agreements and obligations of the Company hereunder. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) Whenever the Per Share Exercise Price payable upon exercise of each Warrant is adjusted pursuant to this Warrant under such circumstancesSection 3, the number of shares of Common Stock underlying a Warrant shall simultaneously be adjusted to equal the number obtained by dividing the Aggregate Exercise Price by the adjusted Per Share Exercise Price. (d) No adjustment in the Per Share Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, however, that any adjustments which by reason of this Subsection 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Exercise Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or other securities which would have been receivable convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (e) Whenever the Per Share Exercise Price is adjusted as provided in this Section 3 and upon any modification of the full exercise rights of a Holder of Warrants in accordance with this WarrantSection 3, the Chief Financial Officer, or equivalent officer, of the Company shall promptly prepare a certificate setting forth the Per Share Exercise Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. (f) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock, the Company shall mail notice thereof to the Holder no fewer than 30 days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (g) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Exercise Price payable thereforebetween or among shares or such classes of capital stock or shares of Common Stock and other capital stock. (h) For the purpose of any computation under Section 3 above, the then Current Market Price per share (the "Current Market Price") shall be proportionately reduceddeemed to be the last sale price of the Common Stock on the trading day prior to such date or, in case no such reported sales take place on such day, the average of the last reported bid and asked prices of the Common Stock on such day, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed, or if not listed or admitted to trading on any such exchange, the representative closing bid price of the Common Stock as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ"), or other similar organization if NASDAQ is no longer reporting such information, or if not so available, the fair market value of the Common Stock as determined by the Company's Board of Directors in good faith.

Protection Against Dilution. (a) In the event 3.1 Except as otherwise provided in this Section 3, if, at any time or from time to timetime after the date of this Warrant, all the Company shall distribute to one or more of the holders of an aggregate of more than 10% of its outstanding Common Stock, (i) securities (other than of Common Stock or stock options, warrants or rights to purchase Common Stock or securities convertible into Common Stock granted or sold in accordance with Section 3.8), without payment therefor, or (or any other shares of stock or other securities at that time receivable upon exercise of this Warrantii) shall have receivedproperty, other or additional or less Common Stock than cash, without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution")therefor, then, and in each such case, Holder the Holder, upon the exercise of this Warrant and payment of the Exercise Price provided aboveWarrant, shall be entitled to receivereceive the securities and property which the Holder would hold on the date of such exercise if, in addition on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be forthwith mailed to the Holder. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (i) pay a dividend or make a distribution on its Common Stock in shares called for of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the Holder shall be entitled to purchase under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstanceswithout additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other securities class of capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger of the Company in which would the Company is not the surviving entity, or in case of any sale or conveyance by the Company to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder shall have been receivable the right thereafter, upon the full exercise of this Warrant, to receive the kind and amount of securities, cash or other property which the Exercise Price payable therefore computed Holder would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this Xxxxxxx been exercised in full immediately prior to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 3 with respect to the rights and interests of the Holder to the end that the provisions of this Section 3 thereafter shall be correspondingly applicable, as provided abovenearly as may reasonably be, to such securities and other property. The provisions of this subsection 3.3 shall similarly apply to successive consolidations, mergers, sales or conveyances. Notice of any such consolidation, merger, sale or conveyance, and of said provisions so proposed to be made, shall be proportionately reduced. mailed to the Holder not less than twenty (b20) In case days prior to such event. A sale of any reorganization of Company, or any other corporation the stock or securities of which are at the time deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. 3.4 Except as provided in subsection 3.8 hereof, if at any time or from time to another corporationtime after the date of this Warrant, or liquidatethe Company shall sell any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to such sale, Holderthe Warrant Price shall be adjusted as of the date of such sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of Common Stock outstanding immediately prior to such sale multiplied by the Warrant Price plus (B) the consideration received by the Company upon such sale, upon by (ii) the total number of shares of Common Stock outstanding after such sale; provided, however, that in no event shall the exercise hereof and upon price be adjusted pursuant to the payment computation under this Section 3.4 to an amount in excess of the Exercise Warrant Price in effect immediately prior to such computation. 3.5 No adjustment of the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05; provided, however, that any adjustments which by reason of this subsection 3.4 are not required to be made shall be carried forward and taken into account in any subsequent adjustment, and provided abovefurther, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3.4) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the Holder. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to receivemake such reductions in the Warrant Price, in lieu addition to those required by this Section 3, as it shall deem to be advisable in its discretion in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable. 3.6 Whenever the Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of the Holder in accordance with this Section 3, the Chief Financial Officer of the Company promptly shall certify the Warrant Price and the number of Warrant Shares after such adjustment or modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same, and shall cause such certificate to be mailed to the Holder. 3.7 For purposes of this Section 3, in case any shares called of Common Stock, options or securities entitling the holders thereof to purchase Common Stock or any securities entitling the holders thereof to convert such into Common Stock ("Convertible Securities") shall be or are to be sold or issued by the Company for cash, the net proceeds received by the Company shall be deemed to be the consideration received by the Company therefor. If any shares of Common Stock, options or securities entitling the holders thereof to purchase Common Stock or to convert such securities into Common Stock shall be or are to be sold or issued for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined in good-faith by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. 3.8 Notwithstanding anything herein to the contrary, no adjustment to the Warrant Shares or the Warrant Price shall be required under this WarrantSection 3 as a result of (i) the issuance or sale of Common Stock or Convertible Securities by the Company as a result of the exercise of any options presently outstanding under the Company's 1991 Performance Equity Plan, as amended (the stock "1991 Plan"), 1992 Outside Directors Stock Option Plan, as amended (the "1992 Plan"), and 1993 Nonqualified Stock Option Plan, as amended (the "1993 Plan") (the 1991 Plan, 1992 Plan, and the 1993 Plan are referred to collectively as the "Plans"); or (ii) the issuance of any options which may hereafter be granted by the Company under any of the Plans or under any other employee benefit plan of the Company provided such options are issued with a conversion or exercise price equal to the fair market value of the Common Stock at the date of grant or any Common Stock or Convertible Securities hereafter issued or sold by the Company as a result of the exercise of any options hereafter granted by the Company under any Plans or under any other employee benefit plan of the Company; or (iii) the issuance or sale by the Company of any Common Stock, Convertible Securities, warrants or rights in connection with or arising out of or relating to the private placement described in the Revised Confidential Term Sheet, dated June 6, 1994, as supplemented from time to time (the "Private Placement"), whether such is now or hereafter issued or sold; or (iv) the issuance or sale of Common Stock or Convertible Securities after the date hereof upon the exercise of any rights or warrants outstanding as of the date hereof or the issuance or sale of Common Stock or Convertible Secur- ities after the date hereof upon the exercise of any rights or warrants issued by the Company in connection with or arising out of or relating to the Private Placement; or (v) the sale of any shares of Common Stock, Convertible Securities or warrants in a firm commitment underwritten public offering or the issuance of any shares of Common Stock or Convertible Securities upon the exercise or conversion of such warrants or Convertible Securities issued in such firm commitment underwritten public offering; or (vi) the issuance by the Company of Common Stock or any other securities to Quadrex Corporation or Quadrex Environmental Company, or their successors or assigns, under or in connection with or as a result of that certain Stock Purchase Agreement, dated March 23, 1994, as amended, between the Company and Quadrex Corporation and that certain Purchase Agreement, dated March 23, 1994, as amended, between the Company, Perma-Fix of Florida, Inc., Quadrex Corporation and Quadrex Environmental Company. 3.9 As used in this Section 3, the term "Common Stock" shall mean and include the Company's Common Stock authorized on the date of the original issue of the Warrants and shall also include any capital stock of any class of the Company thereafter authorized which Holder would have been entitled shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the consummation voluntary liquidation, dissolution or winding up of the Company; provided, however, that the shares issuable upon exercise of this Warrant shall include only shares of such reorganizationclass designated in the Company's Certificate of Incorporation as Common Stock on the date of the original issue of the Warrants or (i), in the case of any reclassification, change, consolidation, merger, conveyancesale or conveyance of the character referred to in Subsection 3.3 hereof, the stock, securities or liquidation if Holder had purchased the shares called property provided for hereby immediately prior thereto; and in such casesection or (ii), the provisions of this Warrant shall be applicable to the shares of stock or other securities thereafter deliverable upon the exercise of this Warrant. In in the case of any reclassification or change in the partial outstanding shares of Common Stock issuable upon exercise of this Warrant under the Warrants as a result of a subdivision or combination or consisting of a change in par value, or from par value to no par value, or from no par value to par value, such circumstances, the number of shares of stock Common Stock as so reclassified or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore, shall be proportionately reducedchanged.

Protection Against Dilution. (a) In the event 3.1 If, at any time or from time to time, all holders of Common Stock (or any other shares of stock or other securities at that time receivable upon exercise after the date of this Warrant, the Company shall distribute to all of the holders of its outstanding Common Stock, (i) shall have receivedsecurities, or (ii) property, other or additional or less Common Stock than cash, without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution")therefor, then, and in each such case, Holder Ally, upon the exercise of this Warrant and payment of the Exercise Price provided aboveWarrant, shall be entitled to receivereceive the securities and property which Ally would hold on the date of such exercise if, on the date of this Warrant, Ally had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by Ally during such period. Notice of each such distribution shall be forthwith mailed to Ally. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (i) pay a dividend or make a distribution on its Common Stock in addition shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to the shares called for such event shall be adjusted so that, upon exercise of this Warrant, Ally shall be entitled to purchase under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstanceswithout additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and Ally become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which Ally would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares Ally is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, Ally shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other securities class of capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to Ally promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger of the Company in which would the Company is not the surviving entity, or in case of any sale or conveyance by the Company to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, Ally shall have been receivable the right thereafter, upon the full exercise of this Warrant, to receive the kind and amount of securities, cash or other property which Ally would have owned or been entitled to receive immedi- ately after such consolidation, merger, sale or conveyance had this Warrant been exercised in full immediately prior to the Exercise Price payable therefore computed effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 3 with respect to the rights and interests of Ally to the end that the provisions of this Section 3 thereafter shall be correspondingly applicable, as provided abovenearly as may reasonably be, to such securities and other property. The provisions of this subsection 3.3 shall similarly apply to successive consolidations, mergers, sales or conveyances. Notice of any such consolidation, merger, sale or conveyance, and of said provisions so proposed to be made, shall be proportionately reduced. mailed to Ally not less than twenty (b20) In case days prior to such event. A sale of any reorganization of Company, or any other corporation the stock or securities of which are at the time deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its the assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. 3.4 No adjustment of the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.10; provided, however, that any adjustments which by reason of this subsection 3.4 are not required to be made shall be carried forward and taken into account in any subsequent adjustment, and provided abovefurther, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3.4) not later than such time as may be required in order to preserve the tax-free nature of a distribution to Ally. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to receivemake such reductions in the Warrant Price, in lieu addition to those required by this Section 3, as it shall deem to be advisable in its discretion in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable. 3.5 Whenever the Warrant Price is adjusted as provided in this Section 3 and upon any modification of the shares called for under rights of Ally in accordance with this WarrantSection 3, the stock Chief Financial Officer of the Company promptly shall certify the Warrant Price and the number of Warrant Shares after such adjustment or modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same, and shall cause such certificate to be mailed to Ally. 3.6 For purposes of this Section 3, in case any shares of Common Stock, options or securities entitling the holders thereof to purchase Common Stock shall be or are to be sold or issued by the Company for cash, the net proceeds received by the Company shall be deemed to be the consideration received by the Company therefor. If any shares of Common Stock, options or securities entitling the holders thereof to purchase Common Stock or to convert such securities into Common Stock shall be or are to be sold or issued for a consideration other securities than cash, the amount of the consideration other than cash received by the Company shall be deemed to which Holder would have been entitled be the fair value of such consideration as determined in good-faith by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. 3.7 No adjustment to the Warrant Price shall be required, however (i) upon the consummation exercise of any of the options presently outstanding under the Company's 1991 Per- formance Equity Plan (the "1991 Plan"), 1992 Outside Directors Stock Option Plan (the "1992 Plan"), and 1993 Nonqualified Stock Option Plan (the "1993 Plan") (the 1991 Plan, 1992 Plan, and the 1993 Plan are referred to collectively as the "Plans"); or (ii) upon the issuance or exercise of any options or securities which may hereafter be granted or exercised under the Plans or under any other employee benefit plan of the Company provided such securities are issued with a conversion or exercise price equal to not less than eighty-five percent (85%) of the fair market value of the Common Stock pursuant to the terms of the employee benefit plan; or (iii) upon the exercise of outstanding warrants to purchase shares of the Common Stock; or (iv) upon the sale of any shares of Common Stock or convertible securities in a private placement or in a firm commitment underwritten public offering for value received or to be received by the Company; or (v) upon the issuance or sale of Common Stock or convertible securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities, whether or not such rights, warrants or options were outstanding on the date of the original sale of the Warrants or were thereafter issued or sold; or (vi) upon the issuance by the Company of Common Stock to Quadrex Corporation or Quadrex Environmental Company. 3.8 As used in this Section 3, the term "Common Stock" shall mean and include the Company's Common Stock authorized on the date of the original issue of the Warrants and shall also include any capital stock of any class of the Company thereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of the Company; provided, however, that the shares issuable upon exercise of this Warrant shall include only shares of such reorganizationclass designated in the Company's Certificate of Incorporation as Common Stock on the date of the original issue of the Warrants or (i), in the case of any reclassification, change, consolidation, merger, conveyancesale or conveyance of the character referred to in Subsection 3.3 hereof, the stock, securities or liquidation if Holder had purchased the shares called property provided for hereby immediately prior thereto; and in such casesection or (ii), the provisions of this Warrant shall be applicable to the shares of stock or other securities thereafter deliverable upon the exercise of this Warrant. In in the case of any reclassification or change in the partial outstanding shares of Common Stock issuable upon exercise of this Warrant under the Warrants as a result of a subdivision or combination or consisting of a change in par value, or from par value to no par value, or from no par value to par value, such circumstances, the number of shares of stock Common Stock as so reclassified or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore, shall be proportionately reducedchanged.

Protection Against Dilution. (a) In the event If, at any time or from time to time, all holders of Common Stock (or any other shares of stock or other securities at that time receivable upon exercise after the date of this Warrant, the Company shall distribute to the holders of its outstanding Common Stock; (i) shall have receivedsecurities, other than shares of Common Stock, or additional or less Common Stock (ii) property, other than cash out of earned surplus, without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution")therefor, then, and in each such case, Holder the Holder, upon the exercise of this Warrant and payment of the Exercise Price provided above, shall be entitled to receive, in addition to the shares called for under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receivereceive the securities and property which the Holder would hold on the date of such exercise if, in lieu on the date of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased been the shares called for hereby immediately prior thereto; and in such case, the provisions holder of this Warrant shall be applicable to the shares record of stock or other securities thereafter deliverable upon the exercise of this Warrant. In the case of the partial exercise of this Warrant under such circumstances, the number of shares of stock the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be forthwith mailed to the Holder. (b) If, at any time or other securities which would have been receivable upon from time to time after the full exercise date of this Warrant, the Company shall (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price and the Exercise Price payable therefore, Warrant Shares in effect immediately prior to such action shall be proportionately reducedadjusted so that the Holder of any Warrant thereafter exercised shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to receive at the Aggregate Warrant Price he would have paid or have been entitled to pay immediately following the happening of any of the events described above had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this (b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this (b), the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose reasonable determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares of such classes or capital stock or shares of Common Stock and other capital stock. (c) Except as provided in 3(e), in case the Company shall hereafter issue or sell any shares of Common Stock for a consideration per share less than the Average Per Share Warrant Price in effect immediately prior to such issuance or sale, the Average Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issuance or sale multiplied by the Average Per Share Warrant Price plus (B) the consideration received by the Company upon such issuance or sale by (ii) the total number of shares of Common Stock outstanding after such issuance or sale. The term "Average Per Share Warrant Price" means the aggregate exercise price for all unexercised Warrant Shares divided by the number of unexercised Warrant Shares. If an adjustment to the Average Per Share Warrant Price is to be made pursuant to this Subsection 3(c) or Subsection 3(d) below, then the aggregate price adjustment shall be applied evenly to the exercise price on a per share basis over all unexercised Warrant Shares.

Protection Against Dilution. (a) In the event If, at any time or from time to time, all holders of Common Stock (or any other shares of stock or other securities at that time receivable upon exercise after the date of this Warrant, the Company shall distribute to the holders of its outstanding Common Stock, (i) shall have receivedsecurities, other than shares of Common Stock, or additional or less Common Stock (ii) property, other than cash dividends, without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporationtherefor, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution")with respect to Common Stock, then, and in each such case, Holder the Holder, upon the exercise of this Warrant and payment of the Exercise Price provided aboveWarrant, shall be entitled to receivereceive the securities and property which the Holder would have held on the date of such exercise if, in addition to on the shares called for under date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the Exercise Date, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be forthwith mailed to the Holder. (b) If, at any time or from time to time after the date of this Warrant, the Company shall (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Exercise Price in effect immediately prior to such action shall be adjusted so that the Holder of any Warrant thereafter exercised shall be entitled to receive the number of shares of Common Stock or other securities to capital stock of the Company which Holder he would have owned or been entitled in to receive immediately following the Distribution if Holder happening of any of the events described above had such Warrant been exercised this Warrant immediately prior thereto. Notwithstanding the foregoing, no adjustment shall be made for the Planned Reverse Split, which has been accounted for and is reflected in the terms of this Warrant, provided, however, that if the Planned Reverse Split is consummated at a ratio less favorable to the Holder, an adjustment shall be made pursuant to this Section 4(b) to provide Holder with economically equivalent rights. An adjustment made pursuant to this Section 4(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this Section 4(b), the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. (c) In case of any consolidation or merger to which the partial exercise Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another entity (including any exchange effectuated in connection with a merger of any other corporation with the Company), the Holder of this Warrant under shall have the right thereafter to convert such circumstancesWarrant into the kind and amount of securities, cash or other property which he would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the number effective date of such consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 4 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 4 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time property thereafter deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the provisions of this Warrant shall be applicable to the shares of stock or other securities thereafter deliverable upon the exercise of this Warrant. In the case event of a triangular merger in which the Company is the surviving corporation, the right to purchase Underlying Common Shares hereunder shall terminate on the date of such merger and thereupon this Warrant shall become null and void but only if the controlling corporation shall agree to substitute for this Warrant its warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which the holder would have owned or been entitled to receive had this Warrant been exercised immediately prior to such merger. The above provisions only apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. Notice of any such consolidation, merger, statutory exchange, sale or conveyance, and of said provisions so proposed to be made, shall be mailed to the Holder not less than 20 days prior to such event. A sale of all or substantially all of the partial exercise assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) Anything in this Section 4 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Exercise Price as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable. (e) Whenever the Exercise Price is adjusted as provided in this Section 4 and upon any modification of the rights of the Holder of this Warrant under in accordance with Section 4, the Company shall, at its own expense, within 10 days of such circumstancesadjustment or modification, deliver to the Holder of this Warrant a certificate of the Principal Financial Officer of the Company setting forth the Exercise Price and the number of shares Underlying Common Shares after such adjustment or the effect of stock such modification, a brief statement of the facts requiring or permitting such adjustment or modification and the manner of computing the same. In addition, within thirty 30 days of the end of the Company's fiscal year following any such adjustment or modification, the Company shall, at its own expense, deliver to the Holder of this Warrant a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the same information as required by such Principal Financial Officer certificate. (f) If the Board of Directors of the Company shall declare any dividend or other securities which would have been receivable upon distribution in cash with respect to the full exercise Common Stock, other than out of this Warrantearned surplus, and the Exercise Price payable therefore, Company shall be proportionately reducedmail notice thereof to the Holder not less than 10 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.

Protection Against Dilution. (a) In the event 3.1 If, at any time or from time to timetime after the date of this Warrant, the Company shall distribute pro rata to all of the holders of its then outstanding shares of (a) securities, other than shares of Common Stock or stock options, or (or any other shares of stock or other securities at that time receivable upon exercise of this Warrantb) shall have receivedproperty, other or additional or less Common Stock than cash, without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution")therefor, then, and in each such case, Holder the Holder, upon the exercise of this Warrant and payment of the Exercise Price provided aboveWarrant, shall be entitled to receivereceive the securities and property which the Holder would hold on the date of such exercise if, on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (a) pay a dividend on its Common Stock in addition shares of Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine its outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the shares called for Holder shall be entitled to purchase under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstanceswithout additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other securities class of capital stock of the company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to all holders of the Warrants promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger to which would the Company is a party, other than a merger or consolidation in which the Company is the continuing or surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have been receivable the right thereafter, upon the full exercise of this Warrant, to receive the kind and the Exercise Price payable therefore computed as provided aboveamount of securities, shall be proportionately reduced. (b) In case of any reorganization of Company, cash or any other corporation the stock property which he would have owned or securities of which are at the time deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be been entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of receive immediately after such reorganization, consolidation, merger, conveyance, sale or liquidation if Holder conveyance had purchased the shares called for hereby this Warrant been exercised immediately prior thereto; to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Warrant shall be applicable Section 3 with respect to the shares of stock or other securities thereafter deliverable upon the exercise of this Warrant. In the case rights and interests of the partial exercise Holder of this Warrant under such circumstances, to the number of shares of stock or other securities which would have been receivable upon end that the full exercise provisions of this WarrantSection 3 thereafter shall be correspondingly applicable, as nearly as may reasonably be, to such securities and other property. Notice of any such consolidation, merger, sale or conveyance, and the Exercise Price payable thereforeof said provisions so proposed to be made, shall be proportionately reducedmailed to the Holder not less than thirty (30) days prior to such event. A sale of all, or substantially all, of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.

Protection Against Dilution. (a) In the event If, at any time or from time to timetime after the date of this Warrant, all the Company shall issue or distribute to the holders of shares of the Common Stock (or any i) securities, other than shares of stock the Common Stock, or other securities at that time receivable upon exercise of this Warrant(ii) shall have receivedproperty, other or additional or less Common Stock than cash, without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporationtherefor, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution")with respect to the Common Stock, then, and in each such case, Holder the Holder, upon the exercise of this Warrant and payment of the Exercise Price provided aboveWarrant, shall be entitled to receivereceive the securities and property which the Holder would hold on the date of such exercise if, in addition to on the shares called for under date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be forthwith mailed to the Holder. (b) If, at any time or from time to time after the date of this Warrant, the Company shall (i) pay a dividend or make a distribution on its capital stock in shares of the Common Stock, (ii) subdivide its outstanding shares of the Common Stock into a greater number of shares, (iii) combine its outstanding shares of the Common Stock into a smaller number of shares or (iv) issue by reclassification of the Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted so that the Holder upon the exercise hereof shall be entitled to receive the number of shares of the Common Stock or other securities to capital stock of the Company which the Holder would have owned immediately following such action had such Warrant been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. An adjustment made pursuant to this Section 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (c) In case of any consolidation or merger to which the partial Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another entity (including any exchange effected in connection with a merger of another corporation with the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant under the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such circumstancesconsolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the number effective date of such consolidation, merger, statutory exchange, sale or conveyance and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time property thereafter deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the . The above provisions of this Warrant Section 3(c) shall be applicable similarly apply to the successive consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable upon on the exercise of this Warrant. In the case Warrant shall be responsible for all of the partial exercise agreements and obligations of the Company hereunder. Notice of any such consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of the Common Stock; PROVIDED, HOWEVER, that any adjustments which by reason of this Section 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; PROVIDED FURTHER, HOWEVER, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Section 3(d)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the Holder of this Warrant or the Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such circumstancesreductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (e) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a notice (the "Adjustment Notice"), which shall be certified by the Company's Chief Executive Officer to be true and correct. The Adjustment Notice shall set forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same, and copies of such notice shall be mailed to the Holders of the Warrants not later than thirty (30) days following the occurrence of the event giving rise to the adjustment. (f) If the Board of Directors of the Company shall (i) declare any dividend or other distribution with respect to the Common Stock, other than a cash dividend payable otherwise than out of earnings or earned surplus, (ii) offer to the holders of shares of the Common Stock any additional shares of the Common Stock, any securities convertible into or exercisable for shares of the Common Stock or any rights to subscribe thereto or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall mail notice thereof to the Holders of the Warrants not less than 15 days prior to the record date fixed for determining stockholders entitled to participate in such dividend, distribution, offer or subscription right or to vote on such dissolution, liquidation or winding up. (g) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of the Common Stock and other securities which would have been receivable upon capital stock of the full exercise Company, the Board of this Warrant, and Directors of the Exercise Price payable therefore, Company (whose determination shall be proportionately reducedconclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of the Common Stock and other capital stock and any subsequent adjustments made pursuant to this Section 3 shall apply equally to each such resulting class of capital stock.

Protection Against Dilution. (a) In the event If, at any time or from time to timetime after the date of this Warrant, all the Company shall issue or distribute to the holders of shares of the Common Stock (or any i) securities, other than shares of stock the Common Stock, or other securities at that time receivable upon exercise of this Warrant(ii) shall have receivedproperty, other or additional or less Common Stock than cash, without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporationtherefor, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution")with respect to the Common Stock, then, and in each such case, Holder the Holder, upon the exercise of this Warrant and payment of the Exercise Price provided aboveWarrant, shall be entitled to receivereceive the securities and property which the Holder would hold on the date of such exercise if, in addition to on the shares called for under date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be forthwith mailed to the Holder. (b) If, at any time or from time to time after the date of this Warrant, the Company shall (i) pay a dividend or make a distribution on its capital stock in shares of the Common Stock, (ii) subdivide its outstanding shares of the Common Stock into a greater number of shares, (iii) combine its outstanding shares of the Common Stock into a smaller number of shares or (iv) issue by reclassification of the Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted so that the Holder upon the exercise hereof shall be entitled to receive the number of shares of the Common Stock or other securities to capital stock of the Company which the Holder would have owned immediately following such action had such Warrant been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. An adjustment made pursuant to this Section 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (c) Except as provided in Section 3(e), in case the Company shall hereafter issue or sell any shares of the Common Stock for a consideration per share less than the Per Share Warrant Price in effect immediately prior to the date of such issuance or sale, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of the Common Stock outstanding immediately prior to such issuance or sale multiplied by the Per Share Warrant Price plus (B) the consideration received by the Company upon such issuance or sale by (ii) the total number of shares of the Common Stock outstanding after such issuance or sale. Except as provided in Section 3(e), in case the Company shall hereafter issue or sell any rights, options, warrants or securities convertible into the Common Stock entitling the holders thereof to purchase the Common Stock or to convert such securities into the Common Stock at a price per share (determined by dividing (i) the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such rights, options, warrants or convertible securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "Total Consideration") by (ii) the number of additional shares of the Common Stock issuable upon exercise or conversion of such securities) less than the then Per Share Warrant Price in effect on the date of such issuance or sale, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of the Common Stock outstanding on the date of such issuance or sale multiplied by the Per Share Warrant Price plus (B) the Total Consideration by (ii) the number of shares of the Common Stock outstanding on the date of such issuance or sale plus the maximum number of additional shares of the Common Stock issuable upon exercise or conversion of such securities. No adjustment in the Per Share Warrant Price shall be required in the case of (i) the issuance of up to [ ] shares of the Common Stock upon the exercise of options outstanding on the date hereof, (ii) the issuance by the Company of the Common Stock pursuant to the exercise of any Warrant or (iii) the issuance by the Company of any shares of the Common Stock pursuant to the exercise of the over-allotment option granted in the Underwriting Agreement, dated ________, 1997, by and between the Company and Ladenburg Thalxxxx & Xo. Inc. and Stifxx, Xxxxxxxx & Xompany Incorporated, as representatives of the several underwriters named therein. (d) In case of any consolidation or merger to which the partial Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another entity (including any exchange effected in connection with a merger of another corporation with the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant under the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such circumstancesconsolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the number effective date of such consolidation, merger, statutory exchange, sale or conveyance and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time property thereafter deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the . The above provisions of this Warrant Section 3(d) shall be applicable similarly apply to the successive consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable upon on the exercise of this Warrant. In the case Warrant shall be responsible for all of the partial exercise agreements and obligations of the Company hereunder. Notice of any such consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (e) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof, then, in each such case, the Holders of Warrants representing the right to purchase a majority of the Warrant Shares subject to all outstanding Warrants may appoint a firm of independent public accountants of recognized national standing reasonably acceptable to the Company, which shall give their opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants shall be borne by the Company. (f) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of the Common Stock; provided, however, that any adjustments which by reason of this Section 3(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Section 3(f)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the Holder of this Warrant or the Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such circumstancesreductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (g) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly obtain, at its expense, a certificate of a firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same, and cause copies of such certificate to be mailed to the Holders of the Warrants. In addition, within thirty (30) days after the end of the Company's fiscal year next following any such adjustment or modification, the Company shall, at its own expense, deliver to the Holder of this Warrant a certificate of a firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the same information as required by such certificate. (h) If the Board of Directors of the Company shall (i) declare any dividend or other distribution with respect to the Common Stock, other than a cash dividend payable otherwise than out of earnings or earned surplus, (ii) offer to the holders of shares of the Common Stock any additional shares of the Common Stock, any securities convertible into or exercisable for shares of the Common Stock or any rights to subscribe thereto or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall mail notice thereof to the Holders of the Warrants not less than 15 days prior to the record date fixed for determining stockholders entitled to participate in such dividend, distribution, offer or subscription right or to vote on such dissolution, liquidation or winding up. (i) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of the Common Stock and other securities which would have been receivable upon capital stock of the full exercise Company, the Board of this Warrant, and Directors of the Exercise Price payable therefore, Company (whose determination shall be proportionately reducedconclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of the Common Stock and other capital stock and any subsequent adjustments made pursuant to this Section 3 shall apply equally to each such resulting class of capital stock.

Protection Against Dilution. (a) In the event 3.1 Except as otherwise provided in this Section 3, if, at any time or from time to timetime after the date of this Warrant, all the Company shall distribute to one or more of the holders of an aggregate of more than 10% of its outstanding Common Stock, (i) securities (other than of Common Stock or stock options, warrants or rights to purchase Common Stock or securities convertible into Common Stock granted or sold in accordance with Section 3.8), without payment therefor, or (or any other shares of stock or other securities at that time receivable upon exercise of this Warrantii) shall have receivedproperty, other or additional or less Common Stock than cash, without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution")therefor, then, and in each such case, Holder the Holder, upon the exercise of this Warrant and payment of the Exercise Price provided aboveWarrant, shall be entitled to receivereceive the securities and property which the Holder would hold on the date of such exercise if, in addition on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be forthwith mailed to the Holder. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall (i) pay a dividend or make a distribution on its Common Stock in shares called for of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares of any other class of capital stock of the Company, the number of Warrant Shares and the Warrant Price in effect immediately prior to such event shall be adjusted so that, upon exercise of this Warrant, the Holder shall be entitled to purchase under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstanceswithout additional consideration therefor, the number of shares of Common Stock or other capital stock of the Company which he would have owned or been entitled to purchase immediately following the happening of any of the events described above in this subsection 3.2 had this Warrant been exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the number of Warrant Shares the Holder is entitled to receive immediately after such event. An adjustment made pursuant to this subsection 3.2 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 3.2, the Holder shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other securities which would have class of capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder promptly after such adjustment) shall determine the allocation of the adjusted Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 Xxxxxxx been receivable upon exercised in full immediately prior to the full exercise effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this WarrantSection 3 with respect to the rights and interests of the Holder to the end that the provisions of this Section 3 thereafter shall be correspondingly applicable, as nearly as may reasonably be, to such securities and other property. The provisions of this subsection 3.3 shall similarly apply to successive consolidations, mergers, sales or conveyances. Notice of any such consolidation, merger, sale or conveyance, and the Exercise Price payable therefore computed as provided aboveof said provisions so proposed to be made, shall be proportionately reduced. mailed to the Holder not less than twenty (b20) In case days prior to such event. A sale of any reorganization of Company, or any other corporation the stock or securities of which are at the time deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. 3.4 Except as provided in subsection 3.8 hereof, if at any time or from time to another corporationtime after the date of this Warrant, or liquidatethe Company shall sell any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to such sale, Holderthe Warrant Price shall be adjusted as of the date of such sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of Common Stock outstanding immediately prior to such sale multiplied by the Warrant Price plus (B) the consideration received by the Company upon such sale, upon by (ii) the total number of shares of Common Stock outstanding after such sale; provided, however, that in no event shall the exercise hereof and upon price be adjusted pursuant to the payment computation under this Section 3.4 to an amount in excess of the Exercise Warrant Price in effect immediately prior to such computation. 3.5 No adjustment of the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05; provided, however, that any adjustments which by reason of this subsection 3.4 are not required to be made shall be carried forward and taken into account in any subsequent adjustment, and provided abovefurther, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3.4) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the Holder. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to receivemake such reductions in the Warrant Price, in lieu addition to those required by this Section 3, as it shall deem to be advisable in its discretion in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable. 3.6 Whenever the Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of the Holder in accordance with this Section 3, the Chief Financial Officer of the Company promptly shall certify the Warrant Price and the number of Warrant Shares after such adjustment or modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same, and shall cause such certificate to be mailed to the Holder. 3.7 For purposes of this Section 3, in case any shares called of Common Stock, options or securities entitling the holders thereof to purchase Common Stock or any securities entitling the holders thereof to convert such into Common Stock ("Convertible Securities") shall be or are to be sold or issued by the Company for cash, the net proceeds received by the Company shall be deemed to be the consideration received by the Company therefor. If any shares of Common Stock, options or securities entitling the holders thereof to purchase Common Stock or to convert such securities into Common Stock shall be or are to be sold or issued for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined in good-faith by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. 3.8 Notwithstanding anything herein to the contrary, no adjustment to the Warrant Shares or the Warrant Price shall be required under this WarrantSection 3 as a result of (i) the issuance or sale of Common Stock or Convertible Securities by the Company as a result of the exercise of any options presently outstanding under the Company's 1991 Performance Equity Plan, as amended (the stock "1991 Plan"), 1992 Outside Directors Stock Option Plan, as amended (the "1992 Plan"), and 1993 Nonqualified Stock Option Plan, as amended (the "1993 Plan") (the 1991 Plan, 1992 Plan, and the 1993 Plan are referred to collectively as the "Plans"); or (ii) the issuance of any options which may hereafter be granted by the Company under any of the Plans or under any other employee benefit plan of the Company provided such options are issued with a conversion or exercise price equal to the fair market value of the Common Stock at the date of grant or any Common Stock or Convertible Securities hereafter issued or sold by the Company as a result of the exercise of any options hereafter granted by the Company under any Plans or under any other employee benefit plan of the Company; or (iii) the issuance or sale by the Company of any Common Stock, Convertible Securities, warrants or rights in connection with or arising out of or relating to the private placement described in the Revised Confidential Term Sheet, dated June 6, 1994, as supplemented from time to time (the "Private Placement"), whether such is now or hereafter issued or sold; or (iv) the issuance or sale of Common Stock or Convertible Securities after the date hereof upon the exercise of any rights or warrants outstanding as of the date hereof or the issuance or sale of Common Stock or Convertible Secur- ities after the date hereof upon the exercise of any rights or warrants issued by the Company in connection with or arising out of or relating to the Private Placement; or (v) the sale of any shares of Common Stock, Convertible Securities or warrants in a firm commitment underwritten public offering or the issuance of any shares of Common Stock or Convertible Securities upon the exercise or conversion of such warrants or Convertible Securities issued in such firm commitment underwritten public offering; or (vi) the issuance by the Company of Common Stock or any other securities to Quadrex Corporation or Quadrex Environmental Company, or their successors or assigns, under or in connection with or as a result of that certain Stock Purchase Agreement, dated March 23, 1994, as amended, between the Company and Quadrex Corporation and that certain Purchase Agreement, dated March 23, 1994, as amended, between the Company, Perma-Fix of Florida, Inc., Quadrex Corporation and Quadrex Environmental Company. 3.9 As used in this Section 3, the term "Common Stock" shall mean and include the Company's Common Stock authorized on the date of the original issue of the Warrants and shall also include any capital stock of any class of the Company thereafter authorized which Holder would have been entitled shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the consummation voluntary liquidation, dissolution or winding up of the Company; provided, however, that the shares issuable upon exercise of this Warrant shall include only shares of such reorganizationclass designated in the Company's Certificate of Incorporation as Common Stock on the date of the original issue of the Warrants or (i), in the case of any reclassification, change, consolidation, merger, conveyancesale or conveyance of the character referred to in Subsection 3.3 hereof, the stock, securities or liquidation if Holder had purchased the shares called property provided for hereby immediately prior thereto; and in such casesection or (ii), the provisions of this Warrant shall be applicable to the shares of stock or other securities thereafter deliverable upon the exercise of this Warrant. In in the case of any reclassification or change in the partial outstanding shares of Common Stock issuable upon exercise of this Warrant under the Warrants as a result of a subdivision or combination or consisting of a change in par value, or from par value to no par value, or from no par value to par value, such circumstances, the number of shares of stock Common Stock as so reclassified or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore, shall be proportionately reducedchanged.

Protection Against Dilution. (a) In the event at any time or from time to time, all holders of Common Stock (or any other shares of stock or other securities at that time receivable upon exercise of this Warrantany rights) shall have received, other or additional or less Common Stock without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution"), then, and in each such case, Holder Xxxxxx upon the exercise of this Warrant and payment any right of the Exercise Price provided aboveconversion and/or exercise of warrants, shall be entitled to receive, in addition to the shares called for under this the Note and/or Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant such rights immediately prior thereto. In case of the partial exercise of this the conversion of the Note or Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this the conversion rights or Warrant, and the conversion price and Exercise Price payable therefore computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time deliverable on the exercise of this the conversion of the Note or exercise of the Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, HolderXxxxxx, upon the exercise hereof and upon the payment of the Exercise Price provided abovethereof, shall be entitled to receive, in lieu of the shares called for under this conversion of the Note or under the Warrant, the stock or other securities to which Holder Xxxxxx would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder Xxxxxx had converted the Note or purchased the shares called for hereby immediately prior thereto; and in such case, the provisions of this the agreement concerning the conversion of the Note and the exercise of the Warrant shall be applicable to the shares of stock or other securities thereafter deliverable upon the exercise of this Warrantdeliverable. In the case of the partial conversion of the Note or partial exercise of this the Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this the right of conversion or exercise of the Warrant, and the Exercise Price payable therefore, shall be proportionately reduced.

Protection Against Dilution. (a) In the event If, at any time or from time to time, all holders time after the date of Common Stock (or any other shares of stock or other securities at that time receivable upon exercise of this Warrant) shall have received, other or additional or less Common Stock without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution"), then, and in each such case, Holder upon the exercise of this Warrant and payment of the Exercise Price provided above, shall be entitled to receive, in addition to the shares called for under this Warrant, the Company shall (i) subdivide its outstanding shares of Common Stock into a greater number of shares (whether by stock dividend or other securities stock split) or (ii) combine its outstanding shares of Common Stock into a smaller number of shares, the Per Share Warrant Price shall be adjusted to be equal to a fraction, the numerator of which Holder would have been entitled in shall be the Distribution if Holder had exercised this Aggregate Warrant immediately prior thereto. In case Price and the denominator of the partial exercise of this Warrant under such circumstances, which shall be the number of shares of stock Common Stock or other securities which capital stock of the Company that the Holder would have owned immediately following such action had such Warrant been receivable upon exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the full exercise record date in the case of this Warranta dividend or distribution, and shall become effective immediately after the Exercise Price payable therefore computed as provided above, shall be proportionately reducedeffective date in the case of a subdivision or combination. (b) In case of any capital reorganization of Companyor reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as a entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities of which are at the time or property thereafter deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the . The above provisions of this Warrant Section 3(b) shall be applicable similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable upon on the exercise of this Warrant. In the case Warrant to be responsible for all of the partial exercise agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. The Company may, but shall not be obligated to unless requested by a Majority of the Holders, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant under such circumstances, Price and the number of shares Warrant Shares in effect after such adjustment or the effect of stock such modification, a brief statement of the facts 39 requiring such adjustment or other securities which would have been receivable upon the full exercise of this Warrant, modification and the Exercise Price payable therefore, shall manner of computing the same and cause copies of such certificate to be proportionately reducedmailed to the Holders of the Warrants.

Protection Against Dilution. (a) In the event at any time or from time to time, all holders of Common Stock or any security convertible into Common Stock (or any other shares of stock or other securities at that time receivable upon exercise of this Warrant) shall have received, other or additional Common Stock or less other security convertible into Common Stock without payment therefore therefor or for nominal consideration (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-offspinoff, split-off, reclassification, combination of shares or otherwise) (a "Distribution"), then, and in each such case, Holder upon the exercise of this Warrant and payment of the Exercise Price provided above, shall be entitled to receive, in addition to the shares called for under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore therefor computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time deliverable on the exercise of this Warrant, or in case the Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the provisions of this Warrant shall be applicable to the shares of stock or other securities thereafter deliverable upon the exercise of this Warrant. In the case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable thereforetherefor, shall be proportionately reduced. (c) If at any time the Company shall issue or sell any additional shares of Common Stock, or other securities convertible into Common Stock, in exchange for consideration in an amount per additional share of Common Stock less than the Exercise Price at the time the additional shares of Common Stock, or other securities convertible into Common Stock, are issued, then (i) the Exercise Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price, plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Purchase Price in effect immediately prior to such issue or sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale and dividing the product thereof by the Exercise Price resulting from the adjustment made pursuant to clause (i) above. For the purpose of this Section 3(c) outstanding shall include shares of Common Stock issuable upon conversion of outstanding convertible securities of the Company and upon exercise of outstanding options, warrants and subscription rights. (d) In the event the Company shall at any time after the date hereof issue options, warrants or rights to subscribe for shares of Common Stock (including shares held in the Company's treasury) ("Exercisable Securities"), or issue any securities convertible into or exchangeable for shares of Common Stock, ("Convertible Securities") providing for an exercise price or conversion or exchange rate per share less than the Exercise Price in effect immediately prior to the issuance of such Exercisable Securities or Convertible Securities, or without consideration, then the Exercise Price in effect immediately prior to the issuance of such Exercisable Securities or Convertible Securities shall each be reduced to a price determined by making a computation in accordance with the provisions of paragraph 3(c); provided that: (i) the aggregate maximum number of shares of Common Stock deliverable under such Exercisable Securities or Convertible Securities shall be considered to have been delivered at the time such Convertible Securities or Exercisable Securities were issued, and for a consideration equal to the minimum purchase price per share of Common Stock provided for in such Convertible Securities or Exercisable Securities plus the cash consideration, if any, received by the Company for such Convertible Securities or Exercisable Securities. (ii) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or exchange for any such securities shall be considered to have been delivered at the time of issuance of such securities, and for a consideration equal to the consideration received by the Company for such securities, plus the consideration, if any, to be received by the Company upon the conversion or exercise thereof; and (iii) on the expiration of rights under the Convertible Securities or Exercisable Securities to convert or exercise such Convertible Securities or Exercisable Securities shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustments made upon the issuance of such Convertible Securities or Exercisable Securities been made upon the basis of the delivery of only the number of shares of Common Stock actually delivered upon the exercise of such rights under the Convertible Securities or Exercisable Securities. (e) In the event the Company shall at any time subdivide or combine the outstanding shares of Common Stock, the Exercise Price and shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. Any such adjustment shall become effective at the close of business on the date that such subdivision or combination shall become effective.

Protection Against Dilution. (a) In the event If, at any time or from time to time, all holders of Common Stock (or any other shares of stock or other securities at that time receivable upon exercise after the date of this Warrant, the Company shall distribute to the holders of its outstanding Common Stock: (i) shall have receivedsecurities, other or additional or less than shares of Common Stock without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporationStock, or through stock split(ii) property, spin-offother than cash without in either case payment therefor, split-off, reclassification, combination of shares or otherwise) (a "Distribution")with respect to Common Stock, then, and in each such case, Holder the Holder, upon the exercise of this Warrant and payment of the Exercise Price provided aboveWarrant, shall be entitled to receivereceive the securities and property which the Holder would hold on the date of such exercise if, in addition to on the shares called for under date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be forthwith mailed to the Holder. (b) If, at any time or from time to time after the date of this Warrant, the Company shall (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price in effect immediately prior to such action shall be adjusted so that the Holder of any Warrant thereafter exercised shall be entitled to receive the number of shares of Common Stock or other securities to capital stock of the Company which Holder he would have owned or been entitled in to receive immediately following the Distribution if Holder happening of any of the events described above had exercised this Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3 (b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this Subsection 3 (b), the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares of such classes or capital stock or shares of Common Stock and other capital stock. (c) Except as provided in Subsection 3(e), in case the Company shall hereafter issue or sell any shares of Common Stock for a consideration per share less than the Per Share Market Price of Common Stock (determined pursuant to Subsection 5(e)) as of the close of business on the business day last preceding the date on which such issuance or sale was authorized by the Company's Board of Directors, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by multiplying the then existing Per Share Warrant Price as of the close of business on the business day last preceding the date on which such issuance or sale was authorized by the Company's Board of Directors by a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issuance or sale multiplied by the Per Share Market Price as of the close of business on the business day last preceding the date on which such issuance or sale was authorized by the Company's Board of Directors plus (B) the aggregate consideration received by the Company for the issuance or sale of capital stock, rights, options or warrants to acquire capital stock, or securities convertible into capital stock of the Company (including with respect to the securities contemplated by this Subsection 3(c)) since the last previous change in the Per Share Warrant Price or, if there has been no such previous change, since the issuance of this Warrant, and the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such issuance or sale multiplied by the Per Share Market Price as of the close of business on the business day last preceding the date on which such issuance or sale was authorized by the Company's Board of Directors. (d) Except as provided in Subsection 3(e), in case the Company shall hereafter issue or sell any rights, options, warrants or securities convertible into Common Stock entitling the holders thereof to purchase Common Stock or to convert such securities into Common Stock for a consideration per share (determined by dividing (i) the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such rights, options, warrants or convertible securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "Total Consideration") by (ii) the number of additional shares of Common Stock issuable upon exercise or conversion of such securities) which is less than the then Per Share Market Price of Common Stock (determined pursuant to Subsection 5(e)) as of the close of business on the business day last preceding the date on which such issuance or sale was authorized by the Company's Board of Directors, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by multiplying the then existing Per Share Warrant Price by a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issuance or sale multiplied by the Per Share Market Price as of the close of business on the business day last preceding the date on which such issuance or sale was authorized by the Company's Board of Directors plus (3) the Total Consideration plus (C) the aggregate amount of consideration received by the Company for the issuance or sale of capital stock, rights, options or warrants to acquire capital stock, or securities convertible into capital stock of the Company (excluding with respect to securities contemplated by this Subsection (d)) since the last previous change in the Per Share Warrant Price or, if there has been no such previous change, since the issuance of the Warrant, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issuance or sale plus the maximum number of additional shares of Common Stock issuable upon exercise of the rights, options, warrants or the conversion of securities convertible into Common Stock which causes an adjustment under this Subsection 3(d) multiplied by the Per Share Market Price as of the close of business on the business day last preceding the date on which such issuance or sale was authorized by the Company's Board of Directors. No further adjustments of the Per Share Warrant Price shall be made upon the actual issuance of Common Stock upon the exercise of such rights, options, warrants or securities convertible into Common Stock. Upon the expiration of any such right, option or warrant, or termination of any right to convert any such convertible securities, without exercise, the Per Share Warrant Price then in effect shall forthwith automatically be increased to the Per Share Warrant Price that would have been in effect at the time of such expiration or termination had such right, option, warrant or convertible securities, to the extent outstanding immediately prior to such expiration or termination, never been issued, and the shares issuable thereunder shall no longer be deemed outstanding. (e) Notwithstanding any provision herein to the contrary, no adjustment to the Per Share Warrant Price (nor number of Warrant Shares subject to this Warrant) shall be made pursuant to this Section 3 upon the issuance or sale by the Company of any Common Stock upon the exercise or conversion of (i) the Warrants (and all similar Warrants originally issued to the initial Holder of the Warrants as of September 1, 1993), (ii) all options, warrants and convertible securities of the Company outstanding on September 1, 1993 (including any extensions of the expiration or termination dates or repricings thereof) and (iii) options to purchase shares of the Company's capital stock which may be granted to employees (including employees who are officers and/or directors of the Company) of the Company under any stock option plan, restricted stock, stock purchase or other similar benefit arrangement now or hereafter adopted by the Board of Directors of the Company. (f) In case of any consolidation or merger to which the partial exercise Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another entity (including any exchange effectuated in connection with a merger of any other corporation with the Company other than a merger in which the Company is the continuing corporation) the Holder of this Warrant under shall have the right thereafter to exercise such circumstancesWarrant for the kind and amount of securities, cash or other property which he would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the number effective date of such consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time property thereafter deliverable on the exercise of this Warrant. The above provisions of this Subsection 3(f) shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or in case Company conveyances of property as an entirety or substantially as an entirety. Notice of any such other corporation consolidation, merger, statutory exchange, sale or conveyance, and of said provisions so proposed to be made, shall consolidate with or merge into another corporation, or convey be mailed to the Holder not less than 20 days prior to such event. A sale of all or substantially all of its the assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (g) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, however, that any adjustments which by reason of this Subsection 3(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustments and provided abovefurther, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Subsection 3(g)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the Holder of this Warrant or Common Stock. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to receivemake such reductions in the Per Share Warrant Price, in lieu addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable. (h) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the shares called for under this Warrant, rights of the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the provisions of this Warrant shall be applicable in accordance with this Section 3, the Company shall, at its own expense, within ten (10) days of such adjustment or modification, deliver to the shares holder of stock this Warrant a certificate of the Principal Financial Officer of the Company setting forth the unaudited Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same. (i) If the Board of Directors of the Company shall declare any dividend or other securities thereafter deliverable upon distribution in cash with respect to the Common Stock, other than out of earned surplus, the Company shall mail notice thereof of the Holder not less than 10 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution. (j) In the event of the exercise of all or part of this Warrant. In Warrant after the record date for any event described in Subsection 3(a) or (b) but prior to the effective or payment date therefor, the Company may defer until the effective or payment date issuing (and, in case of any stock combination or reclassification that would result in the Holder being entitled to fewer shares of Common Stock, the Company need not issue) to the Holder any shares or property in addition to (or in excess of) that which the Holder would be entitled to own prior to such payment or effective date had the Holder exercised this Warrant (or portion thereof exercised) immediately prior to such record date. (k) If the consideration received or to be received by the Company with respect to any Common Stock, rights, options, warrants or securities convertible into Common Stock (including any future consideration which may be received): (i) is cash, the amount thereof shall be the amount of cash to be received and/or (ii) is a consideration other than cash, the amount of such other consideration shall be deemed to be the fair market value of such consideration as determined by the Board of Directors of the Company, in the case of (i) and/or (ii) without deduction therefrom of any expenses incurred or any underwriting commissions, discounts or concessions paid or allowed by the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore, shall be proportionately reducedCompany.

Protection Against Dilution. (a) In the event If, at any time or from time to timetime after the date of this Warrant, all the Company shall issue or distribute to the holders of shares of the Common Stock (or any i) securities, other than shares of stock the Common Stock, or other securities at that time receivable upon exercise of this Warrant(ii) shall have receivedproperty, other or additional or less Common Stock than cash, without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporationtherefor, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution")with respect to the Common Stock, then, and in each such case, Holder the Holder, upon the exercise of this Warrant and payment of the Exercise Price provided aboveWarrant, shall be entitled to receivereceive the securities and property which the Holder would hold on the date of such exercise if, in addition to on the shares called for under date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock subscribed for upon such exercise and, during the period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be forthwith mailed to the Holder. (b) If, at any time or from time to time after the date of this Warrant, the Company shall (i) pay a dividend or make a distribution on its capital stock in shares of the Common Stock, (ii) subdivide its outstanding shares of the Common Stock into a greater number of shares, (iii) combine its outstanding shares of the Common Stock into a smaller number of shares or (iv) issue by reclassification of the Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted so that the Holder upon the exercise hereof shall be entitled to receive the number of shares of the Common Stock or other securities to capital stock of the Company which the Holder would have owned immediately following such action had such Warrant been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. An adjustment made pursuant to this Section 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (c) Except as provided in Section 3(e), in case the Company shall hereafter issue or sell any shares of the Common Stock for a consideration per share less than the Per Share Warrant Price in effect immediately prior to the date of such issuance or sale, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of the Common Stock outstanding immediately prior to such issuance or sale multiplied by the Per Share Warrant Price plus (B) the consideration received by the Company upon such issuance or sale by (ii) the total number of shares of the Common Stock outstanding after such issuance or sale. (d) Except as provided in Section 3(e), in case the Company shall hereafter issue or sell any rights, options, warrants or securities convertible into the Common Stock entitling the holders thereof to purchase the Common Stock or to convert such securities into the Common Stock at a price per share (determined by dividing (i) the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such rights, options, warrants or convertible securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "Total Consideration") by (ii) the number of additional shares of the Common Stock issuable upon exercise or conversion of such securities) less than the then Per Share Warrant Price in effect on the date of such issuance or sale, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of the Common Stock outstanding on the date of such issuance or sale multiplied by the Per Share Warrant Price plus (B) the Total Consideration by (ii) the number of shares of the Common Stock outstanding on the date of such issuance or sale plus the maximum number of additional shares of the Common Stock issuable upon exercise or conversion of such securities. (e) No adjustment in the Per Share Warrant Price shall be required in the case of (i) the issuance of up to [ ] shares of the Common Stock upon the exercise of options outstanding on the date hereof, (ii) the issuance by the Company of the Common Stock pursuant to the exercise of any Warrant or (iii) the issuance by the Company of any shares of the Common Stock pursuant to the exercise of the over-allotment option granted in the Underwriting Agreement, dated ________, 1997, by and between the Company and Ladenburg, Thalxxxx & Xo. Inc., as representative of the several underwriters named therein. (f) In case of any consolidation or merger to which the partial Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another entity (including any exchange effected in connection with a merger of another corporation with the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant under the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such circumstancesconsolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the number effective date of such consolidation, merger, statutory exchange, sale or conveyance and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time property thereafter deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the . The above provisions of this Warrant Section 3(f) shall be applicable similarly apply to the successive consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable upon on the exercise of this Warrant. In the case Warrant shall be responsible for all of the partial exercise agreements and obligations of the Company hereunder. Notice of any such consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (g) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof, then, in each such case, the Holders of Warrants representing the right to purchase a majority of the Warrant Shares subject to all outstanding Warrants may appoint a firm of independent public accountants of recognized national standing reasonably acceptable to the Company, which shall give their opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants shall be borne by the Company. (h) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of the Common Stock; provided, however, that any adjustments which by reason of this Section 3(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Section 3(h)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the Holder of this Warrant or the Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such circumstancesreductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (i) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same, and cause copies of such certificate to be mailed to the Holders of the Warrants. In addition, within thirty (30) days after the end of the Company's fiscal year next following any such adjustment or modification, the Company shall, at its own expense, deliver to the Holder of this Warrant a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the same information as required by such principal financial officer certificate. (j) If the Board of Directors of the Company shall (i) declare any dividend or other distribution with respect to the Common Stock, other than a cash dividend payable otherwise than out of earnings or earned surplus, (ii) offer to the holders of shares of the Common Stock any additional shares of the Common Stock, any securities convertible into or exercisable for shares of the Common Stock or any rights to subscribe thereto or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall mail notice thereof to the Holders of the Warrants not less than 15 days prior to the record date fixed for determining stockholders entitled to participate in such dividend, distribution, offer or subscription right or to vote on such dissolution, liquidation or winding up. (k) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of the Common Stock and other securities which would have been receivable upon capital stock of the full exercise Company, the Board of this Warrant, and Directors of the Exercise Price payable therefore, Company (whose determination shall be proportionately reducedconclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of the Common Stock and other capital stock and any subsequent adjustments made pursuant to this Section 3 shall apply equally to each such resulting class of capital stock.

Protection Against Dilution. (a) In case the event at any time Company shall hereafter (i) pay a dividend or from time to timemake a distribution on its capital stock in shares of Common Stock, all holders (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company (each of (i) through (iv) an “Action”), the Per Share Exercise Price shall be adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Exercise Price and the denominator of which shall be the number of shares of Common Stock or other capital stock of the Company that the Holder would have held (solely as a result of the exercise of this Warrant and the operation of such Action) immediately following such Action if this Warrant had been exercised immediately prior to such Action. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (b) In the event of any capital reorganization or reclassification not otherwise covered in this Section 3, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities at that time receivable upon exercise of this Warrant) shall have received, other or additional or less Common Stock without payment therefore (whether through a dividend in stock or any class of stock of Company or any other corporation, or through stock split, spin-off, split-off, reclassification, combination of shares or otherwise) (a "Distribution"), then, and in each such case, Holder upon the exercise of this Warrant and payment of the Exercise Price provided above, shall be entitled to receive, in addition to the shares called for under this Warrant, the shares or other securities to which Holder would have been entitled in the Distribution if Holder had exercised this Warrant immediately prior thereto. In case of the partial exercise of this Warrant under such circumstances, the number of shares of stock or other securities which would have been receivable upon the full exercise of this Warrant, and the Exercise Price payable therefore computed as provided above, shall be proportionately reduced. (b) In case of any reorganization of Company, or any other corporation the stock or securities of which are at the time property thereafter deliverable on the exercise of this Warrant, or in case Company or such other corporation shall consolidate with or merge into another corporation, or convey all or substantially all of its assets to another corporation, or liquidate, Holder, upon the exercise hereof and upon the payment of the Exercise Price provided above, shall be entitled to receive, in lieu of the shares called for under this Warrant, the stock or other securities to which Holder would have been entitled upon the consummation of such reorganization, consolidation, merger, conveyance, or liquidation if Holder had purchased the shares called for hereby immediately prior thereto; and in such case, the . The above provisions of this Warrant Subsection 3(b) shall be applicable similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. (c) Whenever the shares of stock or other securities thereafter deliverable Per Share Exercise Price payable upon the exercise of this Warrant. In the case of the partial exercise of this Warrant under such circumstancesis adjusted pursuant to this Section 3, the number of shares of stock or other securities which would have been receivable upon Common Stock underlying this Warrant shall simultaneously be adjusted to equal the full number obtained by dividing the Aggregate Exercise Price (as the same shall be reduced to the extent of any partial exercise of this Warrant) by the adjusted Per Share Exercise Price. (d) If, as a result of an adjustment made pursuant to this Section 3, the Holder shall become entitled to receive, upon exercise of the Warrant, shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Per Share Exercise Price payable therefore, shall be proportionately reducedbetween or among shares or such classes of capital stock or shares of Common Stock and other capital stock.