Common use of Redemption of Warrant Clause in Contracts

Redemption of Warrant. 7.1 Commencing on the date which is six months after the Effective Date, Redemption Date, the Company may, on 30 days' prior written notice, redeem all the Warrants at ten cents ($.10) per Warrant, PROVIDED, HOWEVER, that before any such call for redemption of Warrants can take place, the average closing bid price for the Common Stock as reported by the Over-the-Counter Electronic Bulletin Board maintained by the NASD, if the Common Stock is not then traded on any national securities exchange shall have equaled or exceeded $9.00 per share for any twenty (20) trading days prior to the date on which the notice contemplated by (b) and (c) below is given (subject to adjustment in the event of any stock splits or other similar events as provided in Section 9 hereof). 7.2 In case the Company shall exercise its right to redeem all of the Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to the representative of the underwriters, a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. 7.3 The notice of redemption shall specify (i) the redemption price, (ii) the Redemption Date, which shall in no event be less than thirty (30) days after the date of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, and (iv) that the right to exercise the Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.

Redemption of Warrant. 7.1 Commencing on at any time after the date on which is six months after the Effective Date, Redemption Date, the Company may, on 30 days' prior written notice, redeem all the Warrants at ten cents ($.10) per Warrant, PROVIDED, HOWEVER, that before any such call for redemption of Warrants can take place, the average Common Stock closing bid price for the Common Stock as reported by the Over-the-Counter Electronic Bulletin Board maintained by the NASD, if the Common Stock is not then traded on any national securities exchange shall have equaled or exceeded Bloomberg LP remains at an amount $9.00 0.752 per share (as adjusted for any forward or reverse stock splits, stock dividends or other similar proportionately-applied change) for at least twenty (20) trading days prior consecutive Trading Days (the “Call Condition”), the Company shall have the right, upon sixty (60) days’ notice to the Holder given not later than thirty (30) Trading Days after the date on which the notice contemplated by Call Condition is satisfied (bthe “Redemption Notice”) and (c) below is given (subject to adjustment redeem the number of Warrant Shares specified in the Redemption Notice, less any amount previously exercised, at a price of $0.01 per Warrant Share (the “Redemption Price”), on the date set forth in the Redemption Notice, but in no event earlier than sixty (60) days following the date of any stock splits or other similar the receipt by the Holder of the Redemption Notice (the “Redemption Date”). The Redemption Notice shall be provided to the Holder promptly and in all events as provided in Section 9 hereof). 7.2 In case the within five (5) Trading Days after Company shall announces its intention to exercise its right to redeem all of the Warrants, it shall give redemptions rights under this section. The Holder may exercise this Warrant at any time (in whole or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4part) trading days prior to the mailing Redemption Date. Any portion of this Warrant that is subject to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to the representative of the underwriters, a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. 7.3 The notice of redemption shall specify (i) the redemption price, (ii) the Redemption Date, Call Condition which shall in no event be less than thirty (30) days after the date of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, and (iv) that the right to exercise the Warrant shall terminate at is not exercised by 5:30 p.m. (New York Eastern time) on the business day immediately preceding Redemption Date shall no longer be exercisable and shall be returned to the date fixed for redemption. No failure to mail such notice nor any defect therein or in Company (and, if not so returned, shall automatically be deemed canceled), and the mailing thereof shall affect the validity Company, upon its receipt of the proceedings for unexercised portion of this Warrant, shall issue therefore in full and complete satisfaction of its obligations under such redemption except as called but unexercised portion of this Warrant to a holder (a) the Holder an amount equal to whom notice was not mailed or (b) whose notice was defective. An affidavit the number of the Warrant Agent or the Secretary or Assistant Secretary shares of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding Common Stock called but remaining unexercised multiplied by the Redemption DatePrice. The redemption price payable to the Registered Holders Redemption Price shall be mailed to such persons Holder at their addresses its address of record., and the Warrant shall be canceled. 2 Represents 3x the conversion price of $0.25

Redemption of Warrant. 7.1 Commencing on i. Not less than all of the date which is six months after outstanding Warrants may be redeemed, at the Effective Dateoption of the Company, Redemption Dateat any time while they are exercisable and prior to their expiration upon notice to the Holders of the Warrants, as described in Section 2(f)(iii) below, at the price of $[●] per share, a price equal to three times $[●] (as adjusted pursuant to Section 3(a) hereof for share splits, share dividends, recapitalizations and similar events); provided, however, that if and when the Company elects to redeem the Warrants, the Company may, on 30 days' prior written notice, redeem all may not exercise such redemption right if the issuance of Ordinary Shares upon exercise of the Warrants at ten cents ($.10) per Warrant, PROVIDED, HOWEVER, that before any such call for redemption of Warrants can take place, the average closing bid price for the Common Stock as reported by the Over-the-Counter Electronic Bulletin Board maintained by the NASD, if the Common Stock is not then traded on any national securities exchange shall have equaled exempt from registration or exceeded $9.00 per share for any twenty (20) trading days prior qualification under applicable state blue sky laws or the Company is unable to the date on which the notice contemplated by (b) effect such registration or qualification. ii. Date Fixed for, and (c) below is given (subject to adjustment in Notice of, Redemption. In the event of any stock splits or other similar events as provided in Section 9 hereof). 7.2 In case that the Company shall exercise its right elects to redeem all of the Warrants, it the Company shall give or cause to fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be given notice to the Registered Holders of the Warrants, mailed by mailing to such Registered Holders a notice of redemption, first classclass mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the registered Holders of the Warrants to be redeemed at their last address addresses as they shall appear on the records of the Warrant Agentregistration books. Any notice mailed in the manner herein provided here shall be conclusively presumed to have been duly given whether or not the Registered registered Holder receives received such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to the representative of the underwriters, a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. 7.3 The notice of redemption shall specify (i) the redemption price, (ii) the Redemption Date, which shall in no event be less than thirty (30) days after the date of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, and (iv) that the right to exercise the Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.

Redemption of Warrant. 7.1 Commencing If at anytime during the Exercise Period the Common Stock trades at or above $4.00 per share (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like) (the "Threshold Price") during 10 consecutive Trading Days (the "Measurement Period"), then the Company may, upon 30 days prior written notice “Redemption Notice”), call for redemption (“Call”) of all but not less than all of the Warrants then outstanding provided that the Common Stock has traded an average of 100,000 shares per day during the Measurement Period (“Threshold Volume”). If the conditions set forth below for such Call are satisfied from the period from the date of the Redemption Notice through and including the Redemption Date (as defined below), then this Warrant for which a Notice of Exercise shall not have been received by the Redemption Date will be cancelled at 5:00 p.m. (New York City time) on the date which is six months 30th day after the Effective date the Call Notice is placed in the United States mail (by first class mail) (such date, the "Redemption Date"). In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered prior to 5:00 p.m. (New York City time) on the Redemption Date. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Redemption Notice or require the cancellation of this Warrant (and any Redemption Notice will be void), unless, from the beginning of the 10th consecutive Trading Day used to determine whether the Common Stock has achieved the Threshold Price through the Redemption Date, the Company mayhas effective under the Securities Act of 1933, on 30 days' prior written noticeas amended, redeem all the Warrants at ten cents ($.10) per Warrant, PROVIDED, HOWEVER, that before any such call for redemption of Warrants can take place, the average closing bid price a registration statement providing for the Common Stock as reported by the Over-the-Counter Electronic Bulletin Board maintained by the NASD, if the Common Stock is not then traded on any national securities exchange shall have equaled or exceeded $9.00 per share for any twenty (20) trading days prior to the date on which the notice contemplated by (b) and (c) below is given (subject to adjustment in the event of any stock splits or other similar events as provided in Section 9 hereof). 7.2 In case the Company shall exercise its right to redeem all of the Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records resale of the Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to the representative of the underwriters, a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. 7.3 The notice of redemption shall specify (i) the redemption price, (ii) the Redemption Date, which shall in no event be less than thirty (30) days after the date of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered Shares and the redemption price shall be paid, and (iv) that prospectus thereunder available for use by the right to exercise Holders for the resale of all such Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated thereinShares. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.

Redemption of Warrant. 7.1 Commencing on Subject to the date which is six months after Purchase Agreement, in the Effective Date, Redemption Date, the Company may, on 30 days' prior written notice, redeem all the Warrants at ten cents ($.10) per Warrant, PROVIDED, HOWEVER, event that before any such call for redemption of Warrants can take place, the average closing bid price for of the Company's Common Stock (as reported by the OverNasdaq Stock Market) is greater than 115% of the then applicable Warrant Price hereunder for a five (5) consecutive trading day period in any calendar month (i.e., June 1 to June 30, July 1 to July 31, etc.) ("Pre-theCall Period"), the Company shall have the right, upon at least five (5) trading days' prior written notice to the Warrantholder ("Redemption Notice"), to redeem up to 200,000 shares underlying this Warrant (not previously exercised), at a redemption price equal to $.01 per Warrant Share issuable hereunder for the portion hereof being redeemed, provided that (1) the Company may not exercise such redemption right more than once in any calendar month, and (2) the Company may reduce the then applicable Warrant Price to any lower Warrant Price hereunder which was previously in effect hereunder, by delivering to the Warrantholder an irrevocable written notice ("Reduction Notice") at least five (5) days prior to any such reduction. Any such Reduction Notice shall specify a reduction date which is on or prior to the twentieth day of such calendar month (but at least 5 days after such notice) and shall specify the new reduced Warrant Price hereunder. For clarification purposes, (a) the Pre-Counter Electronic Bulletin Board maintained Call Period (or the new Pre-Call Period if there was a prior redemption during such calendar month) shall commence as of the date of such reduction, (b) the aggregate number of shares that may be redeemed in any calendar month shall not exceed 200,000 shares regardless of any such reduction, (c) any Warrant Price so reduced by the NASDCompany shall remain at such reduced Warrant Price for the remainder of such calendar month for all purposes hereunder, if the including without limitation for purchases of shares of Common Stock is hereunder by the Warrantholder upon exercise hereof, and (d) the Company may deliver a Redemption Notice following a Warrant Price reduction hereunder only after the applicable Pre-Call Period has expired with the average closing bid price of the Company's Common Stock for such Pre-Call Period exceeding 115% of the new reduced Warrant Price. Any redemption hereunder shall occur on the date specified in the Redemption Notice ("Redemption Date"), provided that such Redemption Date may not then traded on any national securities exchange shall have equaled or exceeded $9.00 per share for any twenty occur until at least five (205) trading days prior to following the date on which the notice contemplated Warrantholder received the Redemption Notice (the "Redemption Notice Date"). The Company may not deliver the Redemption Notice unless and until the average closing bid price of the Company's Common Stock (as reported by the Nasdaq Stock Market) is greater than 115% of the applicable Warrant Price (bas may be reduced hereunder) and over a five (c5) below is given (consecutive trading day period occurring in any one calendar month. The period from the Redemption Notice Date to the Redemption Date shall be referred to herein as the "Post-Call Period". The Warrantholder may exercise this Warrant, including any portion subject to adjustment in a Redemption Notice, at any time and from time to time during the event of any stock splits or other similar events as provided in Section 9 hereofperiod from the Redemption Notice Date through the date on which the redemption price for such Warrants is paid by the Company (and thereafter if such redemption price is not paid). 7.2 In case , and the Company shall exercise honor all tendered Exercise Agreements during such period. Any Redemption Notice under this Section shall be irrevocable. If the Company intends (or is only permitted) to redeem less than all of the then outstanding Warrants issued to Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. Failure by the Company to redeem this Warrant on a timely basis after delivering a Redemption Notice shall result in the Company being prohibited from exercising such right pursuant to this Section again. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to redeem this Warrant pursuant to this Section unless at all of times during the Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to the representative of the underwriters, a similar notice telephonically Pre-Call Period and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. 7.3 The notice of redemption shall specify Post-Call Period (i) all the redemption priceWarrant Shares with respect to this Warrant are covered by an effective registration statement under the Securities Act and a deliverable prospectus, (ii) the Redemption Date, which shall in no event be less than thirty (30) days after Warrant Shares with respect to this Warrant are listed and traded on the date of mailing of such noticeNasdaq Stock Market, (iii) the place where Company is not in breach of any provisions of this Warrant or the Warrant Certificate shall be delivered and the redemption price shall be paidother Agreements, and (iv) that the right to exercise the Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity average closing bid price of the proceedings for such redemption except Company's Common Stock (as to a holder (areported by the Nasdaq Stock Market) to whom notice was not mailed or (b) whose notice was defective. An affidavit is greater than 115% of the applicable Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, Price (as may be prima facie evidence of the facts stated thereinreduced hereunder). 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.

Redemption of Warrant. 7.1 Commencing on This Warrant is subject to redemption by the date which is six months after Corporation as provided in this Section 7. (a) This Warrant may be redeemed, at the Effective Dateoption of the Corporation, in whole and not in part, at a redemption price of $.0001 per Warrant (the “Redemption DatePrice”), the Company may, on 30 days' prior written notice, redeem all the Warrants at ten cents ($.10) per Warrant, PROVIDED, HOWEVER, that before any such call for redemption of Warrants can take place, provided the average closing bid price for of the Common Stock as reported quoted by Bloomberg, LP., or the Over-the-Counter Electronic Bulletin Board maintained by the NASD, if Principal Trading Market (as defined below) on which the Common Stock is not then traded on any national securities exchange included for quotation or trading, shall have equaled equal or exceeded exceed $9.00 [5.00][7.00][9.00]1 per share (taking into account all adjustments) for any twenty (20) out of thirty (30) consecutive trading days. [Notwithstanding the foregoing, the Corporation may not redeem this Warrant (a) unless it waives (if then applicable) the last sentence of Section 4 of the Warrant, (b) unless the issuance of the Warrant Shares is registered or there is an effective resale registration statement available to the Holders with respect to the Warrant Shares and (c) unless the $7.00 Warrant Condition has been achieved or the Corporation waives the $7.00 Warrant Condition concurrently with its provision of the Redemption Notice (as defined below).]2 (b) If the conditions set forth in Section 7(a) are met, and the Corporation desires to exercise its right to redeem this Warrant, it shall mail a notice (the “Redemption Notice”) to the registered holder of this Warrant by first class mail, postage prepaid, at least fourteen (14) business days prior to the date on which fixed by the notice contemplated by Corporation for redemption of the Warrants (b) and the “Redemption Date”). (c) below is given (subject to adjustment in the event of any stock splits or other similar events as provided in Section 9 hereof). 7.2 In case the Company shall exercise its right to redeem all of the Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to the representative of the underwriters, a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. 7.3 The notice of redemption Redemption Notice shall specify (i) the redemption priceRedemption Price, (ii) the Redemption Date, which shall in no event be less than thirty (30) days after the date of mailing of such notice, (iii) the place where the Warrant Certificate certificates shall be delivered and the redemption price shall be paid, and (iv) that the right to exercise the this Warrant shall terminate at 5:30 5:00 p.m. (New York time) on the business day immediately preceding the date fixed for redemptionRedemption Date. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed mailed, or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or an Assistant Secretary of the Company Corporation that notice of redemption the Redemption Notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 7.4 (d) Any right to exercise a Warrant shall terminate at 5:30 5:00 p.m. (New York time) on the business day immediately preceding the Redemption Date. On and after the Redemption Date, the holder of this Warrant shall have no further rights except to receive, upon surrender of this Warrant, the Redemption Price. (e) From and after the Redemption Date, the Corporation shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Corporation by or on behalf of the holder thereof the warrant certificates evidencing this Warrant being redeemed, deliver, or cause to be delivered to or upon the written order of such holder, a sum in cash equal to the Redemption Price of this Warrant. From and after the Redemption Date, this Warrant shall expire and become void and all rights hereunder and under the warrant certificates, except the right to receive payment of the Redemption Price, shall cease. 1 The redemption price payable to for the Registered Holders shall $3.00 Warrants is $5.00. The redemption price for the $5.00 Warrants is $7.00. The redemption price for the $7.00 Warrants is $9.00. 2 Such clause (c) will be mailed to such persons at their addresses of recordincluded only in the $7.00 Warrant.

Redemption of Warrant. 7.1 Commencing on the date which 18 months from the Initial Exercise Date in the event that (i) the Closing Bid Price or Closing Sale Price of the Common Stock is six months after at least equal to $7.00 (subject to adjustment for stock splits, stock dividends, reorganizations, and the Effective Datelike) for a thirty (30) consecutive Trading Day period prior to the Trading Day a Redemption Notice (as defined below) is sent by the Company to the Holder (“Pre-Call Period”), Redemption Dateand (ii) for each trading day during the Pre-Call Period, the Company may, on 30 days' prior written notice, redeem all the Warrants at ten cents ($.10) per Warrant, PROVIDED, HOWEVER, that before any such call for redemption of Warrants can take place, the average closing bid price trading volume for the Common Stock as reported by the Over-the-Counter Electronic Bulletin Board maintained by the NASD, if the Common Stock is not at least equal to 300,000 shares then traded on any national securities exchange Company shall have equaled the right, upon at least ten (10) Trading Days' prior written notice to the Holder (the “Redemption Notice”), to redeem all or exceeded any portion of the Warrant Shares underlying this Warrant (not previously exercised), at a redemption price equal to $9.00 7.00 per share Warrant Share issuable hereunder for any twenty the portion hereof being redeemed. However, the Company may not exercise such redemption right more than once. Any redemption hereunder shall occur on the date specified in the Redemption Notice (20“Redemption Date”), provided that such Redemption Date may not occur until at least ten (10) trading days prior to Trading Days following the date on which the notice contemplated by Holder received the Redemption Notice (b) and (c) below is given (the “Redemption Notice Date”). The period from the Redemption Notice Date to the Redemption Date shall be referred to herein as the “Post-Call Period.” The Holder may exercise this Warrant, including any portion subject to adjustment in a Redemption Notice, at any time and from time to time during the event of any stock splits or other similar events as provided in Section 9 hereof). 7.2 In case Post-Call Period, and the Company shall exercise its right honor all exercises of this Warrant by the Holder during the Post-Call Period. Any Redemption Notice under this Section shall be irrevocable. If the Company intends to redeem less than all of the Warrantsthen outstanding Warrants issued to Holders under the Purchase Agreement, it shall give or cause do so on a pro rata basis among such holders in accordance with this Section. Failure by the Company to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders redeem this Warrant on a notice of redemption, first class, postage prepaid, at their last address as timely basis after delivering a Redemption Notice shall appear on the records of the Warrant Agent. Any notice mailed result in the manner provided here shall be conclusively presumed Company being prohibited from exercising such right pursuant to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to the representative of the underwriters, a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be giventhis Section again. 7.3 The notice of redemption shall specify (i) the redemption price, (ii) the Redemption Date, which shall in no event be less than thirty (30) days after the date of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, and (iv) that the right to exercise the Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.

Redemption of Warrant. 7.1 Commencing on Subject to the date which Purchase Agreement, in the event that the Market Price is six months after greater than 125% of the Effective Date, Redemption DateWarrant Price for twenty (20) consecutive trading days ("Pre-Call Period"), the Company mayshall have the right, on 30 upon at least thirty (30) business days' prior written noticenotice to the Warrantholder ("Redemption Notice") (the period from the Redemption Notice to the redemption date being referred to as the "Post-Call Period"), to redeem all or any portion of this Warrant which has not previously been exercised, at a redemption price equal to $.01 per Warrant Share issuable hereunder for the Warrants at ten cents ($.10) per portion hereof being redeemed. The Warrantholder may exercise this Warrant, PROVIDEDincluding any portion subject to a Redemption Notice, HOWEVER, that before any during the period from the date of such call for redemption of Warrants can take place, the average closing bid price for the Common Stock as reported by the Over-the-Counter Electronic Bulletin Board maintained by the NASD, if the Common Stock is not then traded on any national securities exchange shall have equaled or exceeded $9.00 per share for any twenty (20) trading days prior to Redemption Notice through the date on which the notice contemplated redemption price for such Warrants is paid by (b) the Company, and (c) below is given the Company shall honor all tendered Exercise Agreements during such period. Any Redemption Notice under this Section shall be irrevocable and shall indicate the portion of this Warrant to be redeemed and the date (subject to adjustment in the event of any stock splits or other similar events as provided in Section 9 terms hereof). 7.2 In case ) on which such redemption is to occur. If the Company shall exercise its right intends to redeem less than all of the Warrantsthen outstanding Warrants issued to Investors under the Purchase Agreement, it shall give or cause do so on a pro rata basis among such holders in accordance with this Section. Failure by the Company to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders redeem this Warrant on a notice of redemption, first class, postage prepaid, at their last address as timely basis after delivering a Redemption Notice shall appear on the records of the Warrant Agent. Any notice mailed result in the manner provided here shall be conclusively presumed Company being prohibited from exercising such right pursuant to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to the representative of the underwriters, a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be giventhis Section again. 7.3 The notice of redemption shall specify (i) all the redemption priceWarrant Shares with respect to this Warrant are either (A) covered by an effective registration statement under the Securities Act and a deliverable prospectus or (B) freely tradeable under Rule 144(k) thereunder, and (ii) the Redemption Date, which shall in no event be less than thirty (30) days after the date of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered Shares with respect to this Warrant are listed and the redemption price shall be paid, and (iv) that the right to exercise the Warrant shall terminate at 5:30 p.m. (New York time) traded on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated thereinNasdaq Stock Market. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.

Redemption of Warrant. 7.1 Commencing on Subject to the date which Purchase Agreement, in the event that the closing bid price of the Company's Common Stock (as reported by the Nasdaq Stock Market) is six months after greater than 175% of the Effective Date, Redemption DateWarrant Price for twenty (20) consecutive trading days ("Pre-Call Period"), the Company mayshall have the right, on 30 upon at least ten (10) trading days' prior written noticenotice to the Warrantholder ("Redemption Notice"), to redeem all the Warrants or any portion of this Warrant which has not previously been exercised, at ten cents (a redemption price equal to $.10) .01 per Warrant, PROVIDED, HOWEVER, that before any such call for redemption of Warrants can take place, the average closing bid price Warrant Share issuable hereunder for the Common Stock as reported by portion hereof being redeemed. Such redemption shall occur on the Over-the-Counter Electronic Bulletin Board maintained by date specified in the NASDRedemption Notice ("Redemption Date"), if the Common Stock is provided that such Redemption Date may not then traded on any national securities exchange shall have equaled or exceeded $9.00 per share for any twenty occur until at least ten (2010) trading days prior to following the date on which the notice contemplated Warrantholder received the Redemption Notice (the "Redemption Notice Date"). The Company may not deliver the Redemption Notice unless and until the closing bid price of the Company's Common Stock (as reported by the Nasdaq Stock Market) is greater than 175% of the Warrant Price for ten (b10) and (c) below is given (consecutive trading days. The period from the Redemption Notice Date to the Redemption Date shall be referred to herein as the "Post-Call Period". The Warrantholder may exercise this Warrant, including any portion subject to adjustment in a Redemption Notice, at any time and from time to time during the event of any stock splits or other similar events as provided in Section 9 hereofperiod from the Redemption Notice Date through the date on which the redemption price for such Warrants is paid by the Company (and thereafter is such redemption price is not paid). 7.2 In case , and the Company shall exercise honor all tendered Exercise Agreements during such period. Any Redemption Notice under this Section shall be irrevocable. If the Company intends to redeem less than all of the then outstanding Warrants issued to Investors under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. Failure by the Company to redeem this Warrant on a timely basis after delivering a Redemption Notice shall result in the Company being prohibited from exercising such right pursuant to this Section again. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to redeem this Warrant pursuant to this Section unless at all of times during the Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to the representative of the underwriters, a similar notice telephonically Pre-Call Period and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. 7.3 The notice of redemption shall specify Post-Call Period (i) all the redemption priceWarrant Shares with respect to this Warrant are covered by an effective registration statement under the Securities Act and a deliverable prospectus, (ii) the Redemption Date, which shall in no event be less than thirty (30) days after Warrant Shares with respect to this Warrant are listed and traded on the date of mailing of such noticeNasdaq Stock Market, (iii) the place where Company is not in breach of any provisions of this Warrant or the Warrant Certificate shall be delivered and the redemption price shall be paidother Agreements, and (iv) that the right to exercise the Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity closing bid price of the proceedings for such redemption except Company's Common Stock (as to a holder (areported by the Nasdaq Stock Market) to whom notice was not mailed or (b) whose notice was defective. An affidavit is greater than 175% of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated thereinPrice. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.

Redemption of Warrant. 7.1 Commencing (a) Provided that the Company has not --------------------- previously elected to exercise its Early Redemption Option to retire all or any part of the Notes, at any time on or after the date which is six months 1,000 days after the Effective Date, Redemption Issuance Date, the Company mayshall have the right, but not the obligation, on 30 days' not less than forty-five (45) and not more than sixty (60) days prior written notice, to redeem all the Warrants at ten cents ($.10) per Applicable Portion of this Warrant, PROVIDED, HOWEVER, that before any such call for at a redemption price of Warrants can take place, the average closing bid price for the $0.01 per share of Common Stock as reported by (or unit of other securities deliverable hereunder) issuable upon exercise of the Over-the-Counter Electronic Bulletin Board maintained by portion of this Warrant so redeemed (the NASD"Redemption Price"), if the Average Market Price of one share of Common Stock is not then traded on any national (or unit of other securities exchange deliverable hereunder) receivable upon exercise of this Warrant shall have equaled or exceeded $9.00 per share for any exceed the Redemption Target Price. Any notice of redemption shall be given within twenty (20) trading days prior after the last Trading Day in the period of twenty (20) consecutive Trading Days which gave rise to the date on which the notice contemplated by (b) and (c) below is given (subject to adjustment in the event right of any stock splits or other similar events as provided in Section 9 hereof). 7.2 In case the Company shall exercise its right to redeem all of the Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the this Warrant. If this Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of is called for redemption, the Company shall deliver or cause to be delivered to the representative simultaneously call for redemption a portion of the underwritersOther Warrants in accordance with their terms that are similar to this Section 9. (b) If the requirements set forth in Section 9(a) are met, and the Company wishes to exercise its right so to redeem the Applicable Portion of this Warrant, the Company shall give a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be givento the Holder not later than the 45th day prior to the date fixed for redemption (the "Redemption Date"). 7.3 (c) The notice of redemption shall specify (i) the redemption priceportion of this Warrant to be redeemed, (ii) the aggregate Redemption Date, which shall in no event Price for the Applicable Portion of this Warrant to be less than thirty (30) days after the date of mailing of such noticeredeemed, (iii) the date fixed for redemption, (iv) the place where the this Warrant Certificate shall be delivered and the redemption price shall be Redemption Price paid, and (ivv) that the right to exercise the Applicable Portion of this Warrant that is being redeemed shall terminate at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Redemption Date unless otherwise agreed by the Company. (d) If the Company shall have exercised its right to redeem the Applicable Portion of this Warrant, any right to exercise such Applicable Portion of this Warrant shall terminate at 5:30 p.m. (5:00 p.m., New York City time) , on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day Trading Day immediately preceding the Redemption Date unless otherwise agreed by the Company. On and after the Redemption Date. The redemption price payable , unless otherwise agreed by the Company, the Holder shall have no further rights with respect to the Registered Holders Applicable Portion being so redeemed except to receive, upon surrender of this Warrant, the Redemption Price. (e) From and after the Redemption Date, the Company shall, at the place specified in the notice of redemption, upon presentation and surrender to the Company by or on behalf of the Holder, deliver or cause to be delivered to or upon the written order of the Holder a sum in cash equal to the aggregate Redemption Price of the Applicable Portion of this Warrant being so redeemed. From and after the Redemption Date and upon the deposit or setting aside by the Company of a sum sufficient to redeem such Applicable Portion of this Warrant, such Applicable Portion of this Warrant shall expire and become void and all rights hereunder, except the right to receive payment of the Redemption Price, shall cease. (f) If the Company shall have exercised its right to redeem a portion of this Note and, during any period of twenty (20) consecutive Trading Days during which the Average Market Price may be mailed determined pursuant to such persons at their addresses this Warrant, the Average Market Price of recordone share of Common Stock (or unit of other securities deliverable hereunder) receivable upon exercise of this Warrant shall exceed an amount equal to two hundred fifty percent (250%) of the Exercise Price, then the Company shall have the right to exercise its right of redemption on a second occasion. Such redemption shall otherwise be made in accordance with this Section 9.

Redemption of Warrant. 7.1 Commencing At any time after the date hereof, the Company shall have the option to redeem this Warrant, in whole or in part (a "Redemption"), at a price of $0.01 per Warrant Share, in accordance with and governed by the following: (a) The Company's right to exercise the Redemption shall commence after the Company's Common Stock has had a closing price as reported on a national exchange or national quotation system equal to or greater than one hundred thirty-three percent (133%) of the closing price on the date which is six months after the Effective Date, Redemption Date, the Company may, on 30 days' prior written notice, redeem all the Warrants at ten cents ($.10) per Warrant, PROVIDED, HOWEVER, that before any such call of issuance of this Warrant for redemption of Warrants can take place, the average closing bid price for the Common Stock as reported by the Over-the-Counter Electronic Bulletin Board maintained by the NASD, if the Common Stock is not then traded on any national securities exchange shall have equaled or exceeded $9.00 per share for any twenty (20) consecutive trading days. (b) The Company shall exercise a Redemption by giving to the Warrantholder a written notice (the "Redemption Notice") at least five (5) trading days prior to the date on which of Redemption and requesting the notice contemplated by (b) and surrender of such number of Warrants subject to the Redemption. Nothing herein shall restrict the Warrantholder's right to exercise the Warrant from the date of the Redemption Notice through the date of Redemption. (c) below is given (Upon receipt of the surrendered Warrants subject to adjustment in the event of any stock splits or other similar events as provided in Section 9 hereof). 7.2 In case the Company shall exercise its right to redeem all of the Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemptionRedemption Notice, the Company shall deliver or cause to be delivered make payment to the representative Warrantholder by cash, certified check or wire transfer of funds equal to the underwritersnumber of Warrant Shares underlying the surrendered Warrants multiplied by $0.01 per Warrant Share within ten (10) trading days of receipt. (d) Unless otherwise agreed to by the Warrantholder, a Redemption Notice must be given to all warrantholders who receive Series B Warrants similar notice telephonically to this Warrant (in terms of exercise price and confirmed other principal terms) issued on or about the same date as this Warrant, in writing together proportion to the amounts of Common Stock which may be purchased by the respective warrantholders in accordance with a list the respective warrants held by each. Any Redemption Notice in violation of the Registered Holders (including their respective addresses this Section 3(d) shall be null and number of Warrants beneficially owned) to whom such notice of redemption has been or will be givenvoid. 7.3 The notice of redemption shall specify (e) Notwithstanding the foregoing to the contrary, the Company may only issue a Redemption Notice and effect a Redemption under this Section 3 provided that (i) the redemption priceRegistration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of twenty (20) consecutive calendar days, (ii) trading in the Common Stock shall not be suspended by the Securities and Exchange Commission or the American Stock Exchange (or other exchange or market on which the Common Stock is trading) at the time thereof, (ii) the Redemption Date, which shall Company is in no event be less than thirty (30) days after material compliance with the date terms and conditions of mailing of such notice, (iii) the place where the this Warrant Certificate shall be delivered and the redemption price shall be paidSubscription Agreement (as defined in Section 13 hereof), and (iv) that the right to exercise the Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding Registration Statement is in effect from the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of delivery of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit Redemption Notice until the date of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated thereinRedemption. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.

Redemption of Warrant. 7.1 Commencing on (i) Subject to the date which is six months after Purchase Agreement and subject to the Effective Dateterms set forth herein (including without limitation subsection (ii) below), Redemption Datein the event that prior to the second anniversary of the original issuance of this Warrant, the Company may, on 30 days' prior written notice, redeem all closing sale price of the Warrants at ten cents ($.10) per Warrant, PROVIDED, HOWEVER, that before any such call for redemption of Warrants can take place, the average closing bid price for the Company's Common Stock (as reported by the Over-the-Counter Electronic Bulletin Board maintained by Nasdaq Stock Market) is greater than 250% of the NASDthen applicable Warrant Price hereunder for a period ("Pricing Period") of fifteen (15) consecutive Trading Days (as defined in the Notes), if the Common Stock is not then traded on any national securities exchange Company shall have equaled the right, upon at least ten (10) Trading Days' prior written notice to the Warrantholder ("Redemption Notice"), to redeem any portion or exceeded all of the shares underlying this Warrant (not previously exercised), at a redemption price equal to $9.00 .01 per share Warrant Share issuable hereunder for any twenty the portion hereof being redeemed. Any redemption hereunder shall occur on the date specified in the Redemption Notice (20"Redemption Date"), provided that such Redemption Date may not occur until at least ten (10) trading days prior to Trading Days following the date on which the notice contemplated by Warrantholder receives the Redemption Notice (bthe "Redemption Notice Date"). The Company may not deliver any Redemption Notice until after the completion of the Pricing Period, and must deliver any Redemption Notice within five (5) and (c) below is given (Trading Days following the last day of any Pricing Period. The period from the Redemption Notice Date to the Redemption Date shall be referred to herein as the "Post-Call Period". The Warrantholder may exercise this Warrant, including any portion subject to adjustment in a Redemption Notice, at any time and from time to time during the event of any stock splits or other similar events as provided in Section 9 hereofperiod from the Redemption Notice Date through the date on which the redemption price for such Warrants is paid by the Company (and thereafter if such redemption price is not paid). 7.2 In case , and the Company shall exercise honor all tendered Exercise Agreements during such period. If the Company intends to redeem less than all of the then outstanding Warrants issued to Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. (ii) Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to redeem all of this Warrant pursuant to this Section if at any time during the Warrants, it shall give Post-Call Period or cause to be given notice to during the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to the representative of the underwriters, a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. 7.3 The notice of redemption shall specify (i) the redemption price, (ii) the Redemption Date, which shall in no event be less than thirty (30) days after the date of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, and (iv) that the right to exercise the Warrant shall terminate at 5:30 p.m. (New York time) on the business day consecutive Trading Days immediately preceding the date fixed for redemption. No failure such Post-Call Period there fails to mail such notice nor any defect therein or exist Effective Registration (as defined in the mailing thereof shall affect Notes) or an Event of Default under the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed Notes exists or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated thereinoccurs. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.

Redemption of Warrant. 7.1 (a) Commencing on November 30, 1998, and at any time thereafter, subject to the terms and conditions hereof the Warrant Holder may, at its option, require the Company to redeem its Warrant (a "Holder Redemption") at the Redemption Price. In the event of a Holder Redemption, the Warrant Holder shall notify the Company in writing of its election not more than 60 or less than 30 days prior to the date which is six months fixed by the Warrant Holder for redemption (the "Warrant Holder Redemption Date"). (b) The Company, at its option, may redeem all of the Warrants (a "Company Redemption") at the Redemption Price (i) commencing on November 30, 1999 and at any time thereafter; or (ii) at any time after the Effective Datedate hereof, Redemption Dateif a proposed transfer of a Warrant in accordance with Section 4 hereof, or a proposed exercise of a Warrant in accordance with Section 3 hereof, would, in either case, jeopardize the Company's ejection to be treated as an S Corporation in accordance with Section 1362 of the Code. In the event of a Company Redemption, the Company may, on shall notify the Warrant Holder in writing of its election not more than 60 or less than 30 days' days prior written notice, redeem all to the Warrants at ten cents ($.10) per Warrant, date fixed by Company for redemption; PROVIDED, HOWEVER, that before any such call for redemption circumstances of Warrants can take placethe Company Redemption results from an event described in clause (ii) of the immediately preceding sentence, then the average closing bid price for Company shall notify the Common Stock as reported by the Over-the-Counter Electronic Bulletin Board maintained by the NASD, if the Common Stock is not then traded on any national securities exchange shall have equaled or exceeded $9.00 per share for any twenty (20) trading Warrant Holder in writing of its election at least two days prior to the date of the proposed transfer and shall redeem the Warrant on which or prior to the notice contemplated by date of the proposed transfer (b) and the "Company Redemption Date"). (c) below is given (subject On a Warrant Holder Redemption Date or a Company Redemption Date, the Warrant Holder shall surrender the Warrant to adjustment in the event of any stock splits or other similar events as provided in Section 9 hereof). 7.2 In case the Company shall exercise its right to redeem all of the Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, and the Company shall deliver payment of the Redemption Price in full, in cash or cause to be delivered certified or cashier's check to the representative of the underwriters, a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be givenWarrant Holder. 7.3 The notice of redemption shall specify (i) the redemption price, (ii) the Redemption Date, which shall in no event be less than thirty (30) days after the date of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, and (iv) that the right to exercise the Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.

Redemption of Warrant. 7.1 Commencing on Subject to the date which is six months provisions of this Section 2(e), if (and every time) after the effective date of a registration statement, if any, covering the Warrant Shares (the “Effective Date”), the average Closing Price of the Common Stock during a period of ten (10) consecutive Trading Days, which period shall not have commenced until after such Effective Date, Redemption Dateexceeds $3.00 per share (subject to appropriate adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement) and the average trading volume of such shares during such period is at least 50,000 shares per day, the Company may, on 30 days' prior written noticewithin four (4) Trading Days of such period, redeem all the Warrants at ten cents ($.10) per Warrant, PROVIDED, HOWEVER, that before any such call for redemption of Warrants can take placeall or any portion of this Warrant at a price of $.01 per Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”). To exercise this right, the average closing bid price Company must deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the Common Stock period from the date of the Call Notice through and including the Call Date (as reported defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received from and after the date of the Call Notice will be redeemed at 6:30 p.m. (New York City time) on the fifteenth (15th) Trading Day after the date the Call Notice is received by the Over-the-Counter Electronic Bulletin Board maintained Holder (such date, the “Call Date”) at a redemption price of $.01 per Warrant so redeemed. Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the NASDCompany covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered from the time of delivery of the Call Notice through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Common Stock is not then traded on any national securities exchange shall have equaled or exceeded $9.00 per share for any twenty Holder to acquire 100 Warrant Shares, (20y) trading days a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the date Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on which the notice contemplated by Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically redeemed, (b2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (c3) below is given the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment in the event of any stock splits or other similar events as herein provided in Section 9 hereofand subject to subsequent Call Notices). 7.2 In case the Company shall exercise its right to redeem all of the Warrants, it shall give or cause to be given notice . Subject again to the Registered Holders provisions of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemptionthis Section 2(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall deliver or cause to be not have delivered to the representative a Notice of the underwriters, a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be givenExercise. 7.3 The notice of redemption shall specify (i) the redemption price, (ii) the Redemption Date, which shall in no event be less than thirty (30) days after the date of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, and (iv) that the right to exercise the Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.

Redemption of Warrant. 7.1 Commencing If at anytime during the Exercise Period the Common Stock trades at or above $2.50 per share (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like) (the "Threshold Price") during 10 consecutive Trading Days (the "Measurement Period"), then the Company may, upon 30 days prior written notice “Redemption Notice”), call for redemption (“Call”) of all but not less than all of the Warrants then outstanding provided that the Common Stock has traded an average of 100,000 shares per day during the Measurement Period (“Threshold Volume”). If the conditions set forth below for such Call are satisfied from the period from the date of the Redemption Notice through and including the Redemption Date (as defined below), then this Warrant for which a Notice of Exercise shall not have been received by the Redemption Date will be cancelled at 5:00 p.m. (New York City time) on the date which is six months 30th day after the Effective date the Call Notice is placed in the United States mail (by first class mail) (such date, the "Redemption Date"). In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered prior to 5:00 p.m. (New York City time) on the Redemption Date. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Redemption Notice or require the cancellation of this Warrant (and any Redemption Notice will be void), unless, from the beginning of the 10th consecutive Trading Day used to determine whether the Common Stock has achieved the Threshold Price through the Redemption Date, the Company mayhas effective under the Securities Act of 1933, on 30 days' prior written noticeas amended, redeem all the Warrants at ten cents ($.10) per Warrant, PROVIDED, HOWEVER, that before any such call for redemption of Warrants can take place, the average closing bid price a registration statement providing for the Common Stock as reported by the Over-the-Counter Electronic Bulletin Board maintained by the NASD, if the Common Stock is not then traded on any national securities exchange shall have equaled or exceeded $9.00 per share for any twenty (20) trading days prior to the date on which the notice contemplated by (b) and (c) below is given (subject to adjustment in the event of any stock splits or other similar events as provided in Section 9 hereof). 7.2 In case the Company shall exercise its right to redeem all of the Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records resale of the Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemption, the Company shall deliver or cause to be delivered to the representative of the underwriters, a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be given. 7.3 The notice of redemption shall specify (i) the redemption price, (ii) the Redemption Date, which shall in no event be less than thirty (30) days after the date of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered Shares and the redemption price shall be paid, and (iv) that prospectus thereunder available for use by the right to exercise Holders for the resale of all such Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated thereinShares. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.

Redemption of Warrant. 7.1 Commencing on (a) On the date which is six months 45 days after --------------------- the Effective Date, Redemption third anniversary of the Issuance Date, the Company mayshall have the right, but not the obligation, on 30 days' not less than forty-five (45) and not more than sixty (60) days prior written notice, to redeem all the Warrants at ten cents ($.10) per Applicable Portion, if any, of this Warrant, PROVIDED, HOWEVER, that before any such call for at a redemption price of Warrants can take place, the average closing bid price for the $0.01 per share of Common Stock as reported by the Over-the-Counter Electronic Bulletin Board maintained by the NASD, if the Common Stock is not then traded on any national (or unit of other securities exchange shall have equaled or exceeded $9.00 per share for any twenty (20deliverable hereunder) trading days prior to the date on which the notice contemplated by (b) and (c) below is given (subject to adjustment in the event of any stock splits or other similar events as provided in Section 9 hereof). 7.2 In case the Company shall issuable upon exercise its right to redeem all of the Warrants, it shall give or cause to be given notice to portion of this Warrant so redeemed (the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the "Redemption Price"). If this Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of is called for redemption, the Company shall deliver or cause to be delivered to the representative simultaneously call for redemption a portion of the underwritersOther Warrants in accordance with their terms that are similar to this Section 9. (b) If the Company wishes to exercise its right so to redeem the Applicable Portion of this Warrant, the Company shall give a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be givento the Holder not later than the 45th day prior to the date fixed for redemption (the "Redemption Date"). 7.3 (c) The notice of redemption shall specify (i) the redemption priceportion of this Warrant to be redeemed, (ii) the aggregate Redemption Date, which shall in no event Price for the Applicable Portion of this Warrant to be less than thirty (30) days after the date of mailing of such noticeredeemed, (iii) the date fixed for redemption, (iv) the place where the this Warrant Certificate shall be delivered and the redemption price shall be Redemption Price paid, and (ivv) that the right to exercise the Applicable Portion of this Warrant that is being redeemed shall terminate at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Redemption Date unless otherwise agreed by the Company. (d) If the Company shall have exercised its right to redeem the Applicable Portion of this Warrant, any right to exercise such Applicable Portion of this Warrant shall terminate at 5:30 p.m. (5:00 p.m., New York City time) , on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day Trading Day immediately preceding the Redemption Date unless otherwise agreed by the Company. On and after the Redemption Date. The redemption price payable , unless otherwise agreed by the Company, the Holder shall have no further rights with respect to the Registered Holders Applicable Portion being redeemed except to receive, upon surrender of this Warrant, the Redemption Price. (e) From and after the Redemption Date, the Company shall, at the place specified in the notice of redemption, upon presentation and surrender to the Company by or on behalf of the Holder, deliver or cause to be delivered to or upon the written order of the Holder a sum in cash equal to the aggregate Redemption Price of the Applicable Portion of this Warrant being so redeemed. From and after the Redemption Date and upon the deposit or setting aside by the Company of a sum sufficient to redeem the Applicable Portion of this Warrant, the Applicable Portion of this Warrant shall be mailed expire and become void and all rights hereunder, except the right to such persons at their addresses receive payment of recordthe Redemption Price, shall cease.

Redemption of Warrant. 7.1 Commencing on Provided that all amounts under the --------------------- Credit Agreement have been repaid, (i) the Company, at the option of the Board of Directors, may redeem in whole or in part this Warrant, at any time or from time to time after the third anniversary of the date which is six months after hereof, upon notice given as hereinafter specified, at the Effective Date, Redemption Date, redemption price in effect at the Company may, on 30 days' prior written notice, redeem all the Warrants at ten cents ($.10) per Warrant, PROVIDED, HOWEVER, that before any such call for redemption of Warrants can take place, the average closing bid price for the Common Stock as reported by the Over-the-Counter Electronic Bulletin Board maintained by the NASD, if the Common Stock is not then traded on any national securities exchange shall have equaled or exceeded $9.00 per share for any twenty (20) trading days prior to the date on which the notice contemplated by (b) and (c) below is given (subject to adjustment in the event of any stock splits or other similar events as provided in this Section 9 hereof). 7.2 In case 7, and (ii) the Company shall exercise its right to redeem all this Warrant upon the earlier of: (A) a Change in Control; or (B) receipt by the Company of written request of the Warrantsholder of this Warrant delivered to the Company at any time after the fifth anniversary of the date hereof, it shall give or cause at the redemption price in effect at the redemption date as provided in this Section 7. Any partial redemption at the option of the Company will be pro rata among the outstanding Warrants based on the number of shares of Warrant Stock into which the Warrants to be given notice to redeemed are exercisable calculated on an as exercised basis. Any redemption at the Registered Holders option of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear Company will occur on the records of the Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of redemption date specified on the notice of optional redemption, any redemption as a result of a Change in Control shall occur no later than five (5) days following such Change in Control, and any redemption at the request of the holder of a Warrant shall occur within ten (10) days of the request. Upon receipt by the Company of any request by the holder of any Warrant to redeem such Warrant, the Company shall deliver or cause to be delivered promptly provide written notice thereof to the representative holders of the underwriters, a similar notice telephonically and confirmed in writing together with a list of the Registered Holders (including their respective addresses and number of Warrants beneficially owned) to whom such notice of redemption has been or will be givenall other Warrants. 7.3 The notice of redemption shall specify (i) the redemption price, (ii) the Redemption Date, which shall in no event be less than thirty (30) days after the date of mailing of such notice, (iii) the place where the Warrant Certificate shall be delivered and the redemption price shall be paid, and (iv) that the right to exercise the Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.

Redemption of Warrant. 7.1 Commencing At any time after November 24, 2007, the Company shall have the option to redeem this Warrant, in whole or in part (a “Redemption”), at a price of $0.01 per Warrant Share, in accordance with and governed by the following: (a) The Company’s right to exercise the Redemption shall commence after the Company’s Common Stock has had a closing price as reported on a national exchange or national quotation system greater than one hundred twenty-five percent (125%) of the closing price on the date which is six months after of issuance of this Warrant for ten (10) consecutive trading days. (b) The Company shall exercise a Redemption by giving to the Effective Date, Warrantholder a written notice (the “Redemption Date, the Company may, on 30 days' prior written notice, redeem all the Warrants Notice”) at least ten cents ($.10) per Warrant, PROVIDED, HOWEVER, that before any such call for redemption of Warrants can take place, the average closing bid price for the Common Stock as reported by the Over-the-Counter Electronic Bulletin Board maintained by the NASD, if the Common Stock is not then traded on any national securities exchange shall have equaled or exceeded $9.00 per share for any twenty (2010) trading days prior to the date on which of Redemption and requesting the notice contemplated by (b) and surrender of such number of Warrants subject to the Redemption. Nothing herein shall restrict the Warrantholder’s right to exercise the Warrant from the date of the Redemption Notice through the date of Redemption. (c) below is given (Upon receipt of the surrendered Warrants subject to adjustment in the event of any stock splits or other similar events as provided in Section 9 hereof). 7.2 In case the Company shall exercise its right to redeem all of the Warrants, it shall give or cause to be given notice to the Registered Holders of the Warrants, by mailing to such Registered Holders a notice of redemption, first class, postage prepaid, at their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided here shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. Not less than four (4) trading days prior to the mailing to the Registered Holders of the Warrants of the notice of redemptionRedemption Notice, the Company shall deliver or cause to be delivered make payment to the representative Warrantholder by cash, certified check or wire transfer of funds equal to the underwritersnumber of Warrant Shares underlying the surrendered Warrants multiplied by $0.01 per Warrant Share within ten (10) trading days of receipt. (d) Unless otherwise agreed to by the Warrantholder, a Redemption Notice must be given to all warrantholders who receive Series A Warrants similar notice telephonically to this Warrant (in terms of exercise price and confirmed other principal terms) issued on or about the same date as this Warrant, in writing together proportion to the amounts of Common Stock which may be purchased by the respective warrantholders in accordance with a list the respective warrants held by each. Any Redemption Notice in violation of the Registered Holders (including their respective addresses this Section 3(d) shall be null and number of Warrants beneficially owned) to whom such notice of redemption has been or will be givenvoid. 7.3 The notice of redemption shall specify (e) Notwithstanding the foregoing to the contrary, the Company may only issue a Redemption Notice and effect a Redemption under this Section 3 provided that (i) the redemption priceInitial Registration Statement (as defined in the Subscription Agreement (as defined in Section 13 hereof)) is then in effect and has been effective, without lapse or suspension of any kind, for a period of twenty (20) consecutive calendar days, (ii) trading in the Common Stock shall not be suspended by the Securities and Exchange Commission or the American Stock Exchange (or other exchange or market on which the Common Stock is trading) at the time thereof, (ii) the Redemption Date, which shall Company is in no event be less than thirty (30) days after material compliance with the date terms and conditions of mailing of such notice, (iii) the place where the this Warrant Certificate shall be delivered and the redemption price shall be paidSubscription Agreement, and (iv) that the right to exercise the Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding Initial Registration Statement is in effect from the date fixed for redemption. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of delivery of the proceedings for such redemption except as to a holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit Redemption Notice until the date of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 7.4 Any right to exercise a Warrant shall terminate at 5:30 p.m. (New York time) on the business day immediately preceding the Redemption Date. The redemption price payable to the Registered Holders shall be mailed to such persons at their addresses of record.Redemption