Common use of Redemption of Warrants Clause in Contracts

Redemption of Warrants. (a) Subject to the terms of this Section 4, the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. 15.1 At any time commencing on the date twelve (a12) Subject to months following the terms issuance of this Section 4Warrant, the Company shall have the right to redeem this Warrant for a redemption price on not less than ten (the "Redemption Price"10) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' days prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided , to the Registered Holder Holder, this Warrant may be redeemed, in accordance with Section 10 whole or in part, at the option of this Warrant. The the Company, at a redemption price of $0.01 per Warrant (the "Redemption Notice shall specify Price"), provided that: (i) the time, manner and place Market Price for a share of redemption, including without limitation Common Stock equals or exceeds (a) two hundred fifty (250%) percent of the then current Exercise Price on the Redemption Date (as defined below) for thirty (30) consecutive trading days ending on the 2nd trading day prior to the date of the Redemption Notice; and (ii) if a registration statement covering the Warrant Shares filed under the 1933 Act is declared effective by the Commission and remains effective on which this Warrant shall be redeemed and through the date fixed for redemption of the Warrants (the "Redemption Date"). 15.2 The Redemption Notice shall specify (i) and the Redemption Price payable to the Registered Holder Price, (assuming that this Warrant is not exercised on or prior to ii) the Redemption Date). , (ciii) Notwithstanding the foregoingplace where the Warrant certificates shall be delivered and the redemption price pad, and (iv) that the Company may not redeem right to exercise this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)New York time) on the business day immediately preceding the Redemption Date. 15.3 Any right to exercise a Warrant shall terminate at 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. 15.4 From and after the Redemption Date, the Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company 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 of 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.

Redemption of Warrants. (a) Subject to satisfaction of the terms of this Section 4Redemption Conditions, the Company shall have redeem the right to redeem this Warrant Warrants on the Redemption Date for a redemption price (the "Redemption Price") cash in an amount equal to $50.00 minus the result obtained by multiplying (i) $0.01 by (ii) Accreted Value of the number Preferred Securities as of Warrant Shares that the Registered Holder is entitled to purchase upon exercise end of this Warrant immediately prior to the termination of this Warrant under Business Day preceding the Remarketing Date in accordance with Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)3.4. (b) The Company shall A Holder may elect to exercise this redemption right a Warrant in lieu of Redemption, if (i) such Warrant is held pursuant to the Unit Agreement, and such Holder has opted out of participating in the Remarketing, by providing at least 30 days' prior written notice given to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") Agent and the Redemption Price payable to Unit Agent as provided in the Registered Holder Unit Agreement; or (assuming that this ii) such Warrant is not exercised held pursuant to the Unit Agreement, by written notice given to the Warrant Agent, in each case prior to 5:00 p.m., New York time, on or the Business Day prior to the related Redemption Date). In the absence of an election to exercise a Warrant in lieu of a Redemption, a Holder will be deemed to have elected to have its Warrants redeemed on the Redemption Date. (c) Notwithstanding If a Holder elects to exercise a Warrant pursuant to Section 3.3(b) above, then such Holder shall tender the foregoing, the Company may not redeem this Exercise Price for such Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of as a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassificationsCash Payment, and similar transactions affecting shall follow the Common Stock)procedures set forth in Section 3.2; provided, however, that if (i) such Warrant is, on the Company may Remarketing Date, held pursuant to the Unit Agreement, (ii) such Holder has not redeem this opted out of participating in the Remarketing, and (iii) a Successful Remarketing shall have occurred, then the Exercise Price of such Warrant or provide shall be deemed to have been paid by a Remarketing Payment, and the Redemption Notice on or before February 27Remarketing Agent will, 2005in connection with such Remarketing Payment, apply the proceeds of the Remarketing of the related Preferred Security in accordance with the terms of the Remarketing Agreement and the Unit Agreement. (d) This Any Warrant shall redeemed or exercised pursuant to the provisions of this Section shall, upon such redemption or exercise, cease to be exercisable outstanding. (e) If a Redemption cannot occur because of an inability to satisfy the Redemption Conditions, the Company shall promptly notify in writing the Warrant Agent and each Holder at its address specified in the Warrant Register thereof. Such event shall be terminated not constitute a default under this Agreement so long as the Company is exercising its best efforts to satisfy the Redemption Conditions and is not otherwise in violation of no further force or effect effective at 5:00 p.m. (Boston Time)this Agreement including the provisions of Article VII hereof and the Company may, under such circumstances, subsequently seek to remarket the Preferred Securities and contemporaneously redeem the Warrants.

Redemption of Warrants. (a) Subject The Company may redeem the Warrants held by the Holder in whole (but not in part) by paying in cash (the “Redemption Price”) to the terms of this Section 4, the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying Holder as follows: (i) $0.01 by 0.50 per Warrant Share then underlying this Warrant if within the first twelve (12) months; (ii) the number of $1.00 per Warrant Shares that the Registered Holder is entitled to purchase upon exercise of Share then underlying this Warrant immediately prior to if after the termination of first twelve (12) months, but before twenty-four (24) months; and (iii) $1.50 per Warrant Share then underlying this Warrant under Section 4(dif after twenty-four months, but before thirty-six (36) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)months. (b) The Company shall exercise this redemption right by providing at least 30 days' prior mail written notice to of the Registered Holder of such redemption (the "“Redemption Notice"). Such ”) of any of the Warrant under this Section 3, postage prepaid, to the Holder of the Warrant to be redeemed at the address of Holder as shown on the Company’s stock transfer records, not less than fifteen (15) nor more than thirty (30) days prior to the Redemption Date as set forth in the Redemption Notice; provided, however, that Holder subject to such Redemption Notice shall be provided have the right to the Registered Holder exercise Holder’s Warrant into Warrant Shares in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or 1 hereof prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide Date in lieu of the Redemption Notice Price. Neither the failure to give notice required by this Section 3(b), nor any defect in the notice therein or in the mailing thereof, to any particular holder, shall affect the validity of the redemption proceedings with respect to the Registered other holders. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date mailed whether or not Holder unless receives the closing sales price notice. Each such mailed notice shall state, as appropriate: (i) the Redemption Date; (ii) the applicable Redemption Price; (iii) the number of underlying Warrant Shares to be redeemed; and (iii) that the Warrants are being redeemed pursuant to the Company’s redemption right under Section 3(a) hereof. If a notice of redemption is duly mailed as aforesaid, then from and after the Redemption Date, all rights of the Common Stock on each day Holder thereof as a holder of a 20 consecutive trading day period ending within 30 days prior the Warrant shall cease (except the right to the date the Company provides the Redemption Notice receive cash payable upon such redemption, without interest thereon, upon surrender and endorsement of their certificates if so required and to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stockreceive any dividends payable thereon); provided, however, that no such rights shall terminate if the Company may not redeem this Warrant or fails to provide funds sufficient to complete the Redemption Notice on or before February 27, 2005redemption at the time and place specified for payment pursuant to the applicable redemption notice. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to satisfaction of the terms of this Section 4Redemption Conditions, the Company shall have redeem the right to redeem this Warrant Warrants on the Redemption Date for a redemption price (the "Redemption Price") cash in an amount equal to $(.) minus the result obtained by multiplying (i) $0.01 by (ii) Accreted Value of the number Preferred Securities as of Warrant Shares that the Registered Holder is entitled to purchase upon exercise end of this Warrant immediately prior to the termination of this Warrant under Business Day preceding the Remarketing Date in accordance with Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)3.4. (b) The Company shall A Holder may elect to exercise this redemption right a Warrant in lieu of Redemption, if (i) such Warrant is held pursuant to the Unit Agreement, by providing at least 30 days' prior written notice given to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") Agent and the Redemption Price payable to Unit Agent as provided in the Registered Holder Unit Agreement; or (assuming that this ii) such Warrant is not exercised held pursuant to the Unit Agreement, by written notice given to the Warrant Agent, in each case prior to 5:00 p.m., New York time, on or the Business Day prior to the related Redemption Date). In the absence of an election to exercise a Warrant in lieu of a Redemption, a Holder will be deemed to have elected to have its Warrants redeemed on the Redemption Date. (c) Notwithstanding If a Holder elects to exercise a Warrant pursuant to Section 3.3(b) above, then such Holder shall tender the foregoing, the Company may not redeem this Exercise Price for such Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of as a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassificationsCash Payment, and similar transactions affecting shall follow the Common Stock)procedures set forth in Section 3.2; provided, however, that if (i) such Warrant is, on the Company may Remarketing Date, held pursuant to the Unit Agreement, (ii) such Holder has not redeem this opted out of participating in the Remarketing, and (iii) a Successful Remarketing shall have occurred, then the Exercise Price of such Warrant or provide shall be deemed to have been paid by a Remarketing Payment, and the Redemption Notice on or before February 27Remarketing Agent will, 2005in connection with such Remarketing Payment, apply the proceeds of the Remarketing of the related Preferred Security in accordance with the terms of the Remarketing Agreement and the Unit Agreement. (d) This Notice of a Failed Remarketing shall be deemed to constitute a withdrawal of each previously delivered election to exercise Warrants involving payment of the Exercise Price by a Remarketing Payment on the related Remarketing Settlement Date. Following any such withdrawal a holder may still elect to exercise its Warrants in accordance with the procedures specified in Section 3.6 of the Unit Agreement and in this Warrant shall Agreement. (e) Any Warrant redeemed or exercised pursuant to the provisions of this Section shall, upon such redemption or exercise, cease to be exercisable outstanding. (f) If a Redemption cannot occur because of an inability to satisfy the Redemption Conditions, the Company shall promptly notify in writing the Warrant Agent and each Holder at its address specified in the Warrant Register thereof. Such event shall be terminated not constitute a default under this Agreement so long as the Company is exercising its best efforts to satisfy the Redemption Conditions and is not otherwise in violation of no further force or effect effective at 5:00 p.m. (Boston Time)this Agreement including the provisions of Article VII hereof and the Company may, under such circumstances, subsequently seek to remarket the Preferred Securities and contemporaneously redeem the Warrants.

Redemption of Warrants. (a) Subject to the terms of this Section 4, the Company shall have the right right, to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 0.05 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless (i) the average of the closing sales price bid prices of the Common Stock on each day of over a 20 ten consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 200% of the Purchase Price and (subject ii) the resale of the Warrant Shares was registered under the Act, as provided under the Registration Rights Agreement dated as of August 28, 2003 by and among the Company and the Rightsholders (as defined therein). (d) The Registered Holder shall have the right to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting exercise this Warrant at any time on or before 5:00 p.m. (Boston time) on the Common Stock)Redemption Date; provided, however, that the Company may not redeem this Warrant or provide that, effective at 5:00 p.m. (Boston time) on the Redemption Notice on or before February 27Date, 2005. (d) This this Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)effect. If the Registered Holder does not exercise this Warrant on or prior to the Redemption Date, the Registered Holder shall surrender this Warrant to the Company on the Redemption Date for cancellation. From and after such time, the Registered Holder's sole right hereunder shall be to receive the Redemption Price, without interest, upon presentation and surrender of this Warrant for cancellation.

Redemption of Warrants. (a) Subject to the terms of this Section 4, The Warrants are redeemable by the Company shall have commencing any time after the right to redeem this Warrant for a redemption price Effective Date, in whole or in part, on not less than thirty (the "Redemption Price"30) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be ) at a redemption price of $.001 per Warrant, provided to (a) the Registered Holder in accordance with Section 10 Warrants are exercisable, (b) the shares underlying the Warrants are the subject of this Warrant. The Redemption Notice shall specify the timea currently-effective registration statement, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales average last sale price of the Common Stock as reported on each day the American Stock Exchange, if traded thereon, or if not traded thereon, the average last sale price if listed on another national securities exchange (or other reporting system that provides last sales prices), has been at least 200% of the then current Exercise Price of the Warrants, for a period of at least 10 consecutive trading days immediately preceding the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. 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 registered holder of a 20 consecutive trading Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of 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. Holders of the Warrants will have exercise rights until the close of business on the day period ending within 30 days prior to immediately preceding the date fixed for redemption. In the Company provides event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice to Notice, the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)deemed outstanding.

Redemption of Warrants. (a) Subject At any time after November 4, 2013, subject to the terms of this Section 4, the Company shall have the right to redeem all or a portion of this Warrant for a redemption price (the "“Redemption Price"”) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to all or the termination portion of this Warrant under Section 4(d) below that is being redeemed (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' ’ prior written notice to the Registered Holder of such redemption (the "“Redemption Notice"”). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 19 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "“Redemption Date"”) and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder (i) unless the closing sales price of the Common Stock on each day for twenty (20) or more trading days in a period of a 20 thirty (30) consecutive trading day period days ending within 30 thirty (30) days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 6.51 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company ) and (ii) with respect to any portion of this Warrant which may not redeem this Warrant or provide be exercised by the Registered Holder as of the time of the Redemption Notice on or before February 27, 2005under Section 1(e). (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)) on the Redemption Date. If the Registered Holder does not exercise this Warrant on or prior to the Redemption Date, the Registered Holder shall surrender this Warrant to the Company on the Redemption Date for cancellation. From and after the Redemption Date, the Registered Holder’s sole right hereunder shall be to receive the Redemption Price, without interest, upon presentation and surrender of this Warrant for cancellation.

Redemption of Warrants. (a) Subject to the terms of this Section 4, the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 1.78 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27November 24, 2005. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to the terms of this Section 4A. At any time on or after _______________, 1999, the Company shall have may, at its option, redeem some or all of the right to redeem this Warrant outstanding Warrants at $0.05 per Warrant, upon thirty (30) days' prior written notice, if the closing sale price of the Common Stock on the American Stock Exchange or any other national securities exchange, or the closing bid quotation on the Nasdaq Stock Market, has equaled or exceeded $_____ for a ten (10) consecutive trading days preceding the date notice of redemption price is given (the "Redemption Price") equal ). In the event of an adjustment in the Warrant Price pursuant to Section 8, the Redemption Price shall also be automatically adjusted. In order to redeem the Warrants, the Company must have on file with the Securities and Exchange Commission a current registration statement pertaining to the result obtained by multiplying (i) $0.01 by (ii) Common Stock underlying the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)Warrants. (b) B. The election of the Company shall exercise this redemption right by providing at least 30 days' prior written notice to redeem some or all of the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice Warrants shall be provided to evidenced by a resolution of the Registered Holder in accordance with Section 10 Board of this Warrant. The Redemption Notice shall specify Directors of the time, manner and place of redemption, including without limitation Company. C. Warrants may be exercised at any time on or before the date on which this Warrant shall be redeemed fixed for redemption (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is ). D. Notice of redemption shall be given by first class mail, postage prepaid, mailed not exercised on or less than 30 nor more than 60 days prior to the Redemption Date)., to each holder of Warrants, at his address appearing in the Warrant register. All notices of redemption shall state: (c1) Notwithstanding The Redemption Date; (2) That on the foregoingRedemption Date the Redemption Price will become due and payable upon each Warrant; (3) The place where such Warrants are to be surrendered for redemption and payment of the Redemption Price; and (4) The current Warrant Price of the Warrants, the Company place or places where such Warrants may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment be surrendered for stock splits, stock dividends, combinations, recapitalizations, reclassificationsexercise, and similar transactions affecting the Common Stock); provided, however, that time at which the Company may not redeem right to exercise the Warrants will terminate in accordance with this Warrant or provide the Redemption Notice on or before February 27, 2005Agreement. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject Commencing on the date sixty (60) days from the final closing of the Private Placement, on not less than thirty (30) days' written notice (the "Redemption Notice") to all registered holders of the terms of this Section 4Investor Warrants, the Company shall have Investor Warrants may be redeemed, at the right to redeem this Warrant for option of the Company, in whole and not in part, at a redemption price of $0.01 per Investor Warrants (the "Redemption Price") equal to the result obtained by multiplying ), provided either (i) (A) the average closing bid price of the Company's Common Stock shall equal or exceed $0.01 by 3.00 per share for the thirty (30) consecutive trading days (the "Target Price"), subject to adjustments as set forth in Section 9(f) hereafter, (B) the Common Stock is traded on a national securities exchange or quoted on the NSCM or the NNSM; and (C) the average trading volume of the Common Stock during such thirty-day period is equal to or greater than 100,000 shares per day; or (ii) (A) a registration statement covering the number sale of Warrant Shares that the Registered Holder Company's securities for the raising of capital in an amount exceeding $10,000,000 is entitled to purchase upon exercise filed under the Securities Act of this Warrant immediately prior to 1933, as amended (the termination of this Warrant under Section 4(d"Act") below and (such B) has been declared effective by the Securities and Exchange Commission (the "Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common StockDate"). (b) The If the conditions set forth in Section 9(a) are met, and the Company desires to exercise its right to redeem the Investor Warrants, it shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such mail a Redemption Notice shall be provided to each of the Registered Holder in accordance with Section 10 of this Warrant. registered Holders, first class mail, postage prepaid, not later than the thirtieth (30th) day before the date fixed for redemption. (c) The Redemption Notice shall specify (i) the timeRedemption Price, manner (ii) the Redemption Date, (iii) the place where the Investor Warrant certificates shall be delivered and place of redemptionthe redemption price paid, including without limitation and (iv) that the date on which right to exercise this Warrant shall be redeemed terminate at 5:00 p.m. (New York time) on the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to business day immediately preceding the Redemption 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 (ca) Notwithstanding to whom notice was not mailed or (b) whose notice was defective. An affidavit of the foregoing, Secretary or an Assistant Secretary of the Company may not redeem this Warrant or provide that the Redemption Notice to has been mailed shall, in the Registered Holder unless the closing sales price absence of fraud, be prima facie evidence of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005facts stated therein. (d) This Any right to exercise this Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)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 Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company by or on behalf of the Holder thereof of one or more Investor Warrant certificates evidencing Investor Warrants to be 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 each such Investor Warrant. From and after the Redemption Date and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Investor Warrants called for redemption, such Investor Warrants shall expire and become void and all rights hereunder, except the right to receive payment of the Redemption Price, shall cease. (f) If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common stock, the Target Price shall be proportionately adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.

Redemption of Warrants. (a) Subject to the terms of this Section 4A. At any time on or after _______________, 1999, the Company shall have may, at its option, redeem some or all of the right to redeem this Warrant outstanding Warrants at $0.05 per Warrant, upon thirty (30) days' prior written notice, if the closing sale price of the Common Stock on the American Stock Exchange or any other national securities exchange, or the closing bid quotation on the American Stock Exchange, has equaled or exceeded $_____ for a ten (10) consecutive trading days preceding the date notice of redemption price is given (the "Redemption Price") equal ). In the event of an adjustment in the Warrant Price pursuant to Section 8, the Redemption Price shall also be automatically adjusted. In order to redeem the Warrants, the Company must have on file with the Securities and Exchange Commission a current registration statement pertaining to the result obtained by multiplying (i) $0.01 by (ii) Common Stock underlying the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)Warrants. (b) B. The election of the Company shall exercise this redemption right by providing at least 30 days' prior written notice to redeem some or all of the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice Warrants shall be provided to evidenced by a resolution of the Registered Holder in accordance with Section 10 Board of this Warrant. The Redemption Notice shall specify Directors of the time, manner and place of redemption, including without limitation Company. C. Warrants may be exercised at any time on or before the date on which this Warrant shall be redeemed fixed for redemption (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is ). D. Notice of redemption shall be given by first class mail, postage prepaid, mailed not exercised on or less than 30 nor more than 60 days prior to the Redemption Date)., to each holder of Warrants, at his address appearing in the Warrant register. All notices of redemption shall state: (c1) Notwithstanding The Redemption Date; (2) That on the foregoingRedemption Date the Redemption Price will become due and payable upon each Warrant; (3) The place where such Warrants are to be surrendered for redemption and payment of the Redemption Price; and (4) The current Warrant Price of the Warrants, the Company place or places where such Warrants may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment be surrendered for stock splits, stock dividends, combinations, recapitalizations, reclassificationsexercise, and similar transactions affecting the Common Stock); provided, however, that time at which the Company may not redeem right to exercise the Warrants will terminate in accordance with this Warrant or provide the Redemption Notice on or before February 27, 2005Agreement. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to Beginning __________, 2021, [90 days from the terms date of this the Prospectus] outstanding Warrants may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days’ prior notice as provided in Section 48(c) below, which notice may not be given before, but may be given at any time after the Company shall have date on which the right to redeem this Warrant closing price of the Company’s common stock on the principal exchange or trading facility on which it is then traded has equaled or exceeded $___ (175% of the public offering price of the Units) for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)five consecutive Trading Days. (b) The price at which Warrants may be redeemed (the “Redemption Price”) is $0.025 per Warrant. On and after the date upon which the Warrants are redeemed by the Company (the “Redemption Date”), the Warrant Holders of redeemed Warrants shall exercise this be entitled to payment of the Redemption Price upon surrender of the Warrant Certificates of such redeemed Warrants to the Warrant Agent (on behalf of the Company) at the office of the Warrant Agent. (c) Notice of redemption right by providing of Warrants shall be given at least 30 days' ’ prior written notice to the Registered Holder Redemption Date by the Company (i) notifying the Warrant Agent in writing of such redemption, (ii) notifying the Warrant Holders of such redemption via publication of a press release and (iii)taking such other steps as may be required under applicable law. (d) From and after the "Redemption Notice"). Such Redemption Notice shall be provided Date, all rights of the Warrant Holders with respect to the Registered Holder in accordance redeemed Warrants (except the right to receive the Redemption Price) shall terminate, but only if (i) no later than one day prior to the Redemption Date the Company shall have irrevocably deposited with Section 10 of this Warrant. The the Warrant Agent as paying agent a sufficient amount to pay on the Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and Date the Redemption Price payable for all Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Registered Holder (assuming that this Warrant is not exercised on or Agent no later than one day prior to the Redemption Date). (c) . Notwithstanding the foregoing, the Company may not redeem this Warrant or provide will extend a three-day “protect” period beginning on and continuing two days after the Redemption Notice to Date so that any Warrant for which notice of exercise is received in the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 three business days prior to the date Redemption Date shall be deemed exercised so long as the Company provides Exercise Price is received by the Redemption Notice Warrant Agent no more than three business days after the notice of exercise is delivered to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005Agent. (de) This On the Redemption Date, the Warrant Agent shall cease pay to the Warrant Holders of record of redeemed Warrants all monies received by the Warrant Agent for the redemption of Warrants to which the Warrant Holders of record of such redeemed Warrants who shall have surrendered their Warrant Certificates are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Warrants except to the extent that funds for such payment have been provided to it by the Company. (f) All amounts deposited with the Warrant Agent that are not required for redemption of Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the Redemption Date shall be redelivered back to the Company, and thereafter the Warrant Holders called for redemption for which such funds were deposited shall look solely to the Company for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. (g) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the Warrant Holder called for redemption may at the option of the Warrant Holder (i) by notice to the Company declare the notice of redemption a nullity as to such Warrant Holder, or (ii) maintain an action against the Company for the Redemption Price. If the Warrant Holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the Warrant Holder fails to bring an action against the Company for the Redemption Price within 60 days after the Redemption Date, the Warrant Holder shall be deemed to have elected to declare the notice of redemption to be exercisable a nullity as to such Warrant Holder and such notice shall be terminated and of no further without any force or effect effective at 5:00 p.m. (Boston Timeas to such Warrant Holder. Except as otherwise specifically provided in this Section 8(g), a notice of redemption, once published by the Company as provided in Section 8(c) shall be irrevocable.

Redemption of Warrants. (a) Subject At any time on and after the date of original issuance of the Warrant (September 20, 2022) and prior to the terms exercise or expiration of this Section 4the Warrant, the Company shall have the right to redeem this Warrant call the Warrants for redemption upon 30 days’ prior written or published notice at a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) of $0.01 by (ii) the number of Warrant Shares .01 per Warrant, provided however that the Registered Holder is entitled to purchase upon exercise closing bid quotation for the Common Stock for at least 20 of this Warrant immediately the 30 consecutive business days ending on the business day prior to the termination Company’s giving notice of this redemption has been at least $12.45 (three times the offering price per Unit) per share. The Holder shall have the right to exercise the Warrant under Section 4(d) below prior to the date set forth in the Company’s notice of redemption (such the “Redemption Price being Date”). After the Redemption Date, all rights of the Holder shall terminate, other than the right to receive the redemption price of $.01 per Warrant, without interest. The redemption price shall be subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting upon the Common Stock)occurrence of certain events as described in the Warrant. (b) The In the event the Company shall exercise this redemption right by providing at least 30 days' prior written notice elect to redeem all of the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoingWarrants, the Company may shall fix a date for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within less than 30 days prior to the date the Company provides the Redemption Notice fixed for redemption to the Registered Holder is greater than registered holders of the Warrants to be redeemed at their last addresses as they shall appear in the Warrant Register. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting not the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005registered holder received such notice. (dc) This Warrant The Warrants may be exercised for cash in accordance with Section 2 of this Agreement at any time after notice of redemption shall cease have been given by the Company pursuant to be exercisable Section 5 (a) hereof and prior to the time and date fixed for redemption. On and after the redemption date, the record holder of the Warrants shall be terminated and of have no further force or effect effective at 5:00 p.m. (Boston Time)rights except to receive, upon surrender of the Warrants, the Redemption Price.

Redemption of Warrants. (a) Subject to Outstanding Warrants may be redeemed at the terms option of this the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days’ prior notice as provided in Section 48(c) below, the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying which notice may not be given before, but may be given at any time after (i) $0.01 by the Company’s public announcement of Positive Topline Data from its Phase 3 pivotal study in patients with Pxxxxxxxx’x Disease and (ii) the number date on which (a) the closing price of Warrant Shares that the Registered Holder Company’s common stock on the principal exchange or trading facility on which it is entitled then traded has equaled or exceeded $14.25 and (b) the average daily trading value (ADTV) of the Company’s common stock is equal to purchase upon exercise or exceeds $2,000,000, for two consecutive Trading Days. The average daily trading volume (as defined under “ADTV” by Rule 100 of this Warrant immediately prior to Regulation M under the termination Exchange Act) of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for the Company’s common stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock).shall be based on market data provided by Bloomberg L.P. (b) The Company shall exercise this redemption right by providing price at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall Warrants may be redeemed (the "“Redemption Price”) is $0.001 per Warrant. On and after the date upon which the Warrants are redeemed by the Company (the “Redemption Date"”) and the Warrant Holders of redeemed Warrants shall be entitled to payment of the Redemption Price payable upon surrender of the Warrant Certificates of such redeemed Warrants to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date)Company. (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day redemption of a 20 consecutive trading day period ending within Warrants shall be given at least 30 days days’ prior to the date Redemption Date by the Company provides (i) notifying the Redemption Notice to the Registered Holder is greater than or equal to $1.34 Warrant Holders of such redemption via publication of a press release and (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company ii) taking such other steps as may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005be required under applicable law. (d) This Warrant shall From and after the Redemption Date, all Warrants noticed for redemption that have not theretofore been exercised by the Holder shall, upon payment of the aggregate Redemption Price therefor, cease to be exercisable represent the right to purchase any shares of Common Stock and shall be terminated deemed cancelled and void and of no further force or effect effective at 5:00 p.m. without any further act or deed on the part of the Company. (Boston Time)e) The Holder undertakes to return the certificate representing any redeemed Warrants to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrants in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrants.

Redemption of Warrants. A. On not less than ten (a10) Subject to the terms of this Section 4, the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' days prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided , to the Registered Holder Holder, the Warrants may be redeemed, at the option of the Company, at a redemption price of $0.01 per Warrant (the "Redemption Price"), provided that (i) the Market Price (as defined in accordance with Section 10 the SPA) for a share of this Warrant. Common Stock equals or exceeds (a) three hundred (300%) percent of the then current Purchase Price if the Redemption Date (as defined below) is a date within the period commencing on the Original Issuance Date and terminating on the date twelve (12) months following such date (the "1 Year Anniversary Date"), and (b) two hundred twenty-five (225%) percent of the Purchase Price if the Redemption Date is a date within the period commencing on B. The Redemption Notice shall specify (i) the timeRedemption Price, manner (ii) the Redemption Date, (iii) the place where the Warrant certificates shall be delivered and place of redemptionthe redemption price paid, including without limitation and (iv) that the date on which right to exercise this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)New York time) on the business day immediately preceding the Redemption Date. C. Any right to exercise a Warrant shall terminate at 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. D. From and after the Redemption Date, the Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company 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.

Redemption of Warrants. (a) Subject At any time on or after the date that is two years following the Original Issue Date, subject to the terms of this Section 413, the Company shall have the right to redeem all or a portion of this Warrant for a redemption price (the "“Redemption Price"”) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to all or the termination portion of this Warrant under Section 4(d) below that is being redeemed (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock) following notice to the holder thereof if the closing price of our common stock for 20 or more trading days in a period of 30 consecutive trading days is greater than or equal to $2.80 (subject to adjustment). (b) The Company shall exercise this redemption right by providing at least 30 thirty (30) days' ’ prior written notice to the Registered Holder of such redemption (the "“Redemption Notice"”). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 14 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "“Redemption Date"”) and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem any part of this Warrant or provide Warrant, which may not be exercised by the redeeming Holder as of the date of the Redemption Notice to the Registered Holder unless the closing sales price under Section 11 of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005Warrant. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to Beginning ______ after the terms closing of this Section 4the Public Offering, the Company shall have Class C Warrants outstanding at the right to redeem this Warrant for time of a redemption may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days prior notice as provided in Section 8(c) below, which notice may not be given before, but may be given at any time after the date on which the closing price (of the "Redemption Price") equal to Company’s common stock on the result obtained by multiplying (i) principal exchange or trading facility on which it is then traded has equaled or exceeded $0.01 by (ii) _____ [200% of the number public offering price of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment Units] for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)five consecutive trading days. (b) The Company shall exercise this redemption right by providing price at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall Class C Warrants may be redeemed (the "“Redemption Date"Price”) is $0.25 per Warrant. On and after the redemption date the holders of record of redeemed Class C Warrants shall be entitled to payment of the Redemption Price payable upon surrender of the Warrant Certificates of such redeemed Class C Warrants to the Registered Holder (assuming that this Company at the office of the Warrant is not exercised on or prior to the Redemption Date)Agent. (c) Notice of redemption of Class C Warrants shall be given at least 30 days prior to the redemption date by notifying the Warrant Agent in writing, by notifying the Warrant Holders of the Class C Warrants via publication of a press release, and by taking such other steps as may be required under applicable law. (d) From and after the redemption date, all rights of the holders with respect to the redeemed Class C Warrants (except the right to receive the Redemption Price) shall terminate, but only if (i) no later than one day prior to the redemption date the Company shall have irrevocably deposited with the Warrant Agent as paying agent a sufficient amount to pay on the redemption date the Redemption Price for all Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent no later than one day prior to the redemption date. Notwithstanding the foregoing, the Company may not redeem this will extend a three day "protect" period beginning on and continuing two days after the redemption date so that any Class C Warrant or provide for which notice of exercise is received in the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 three business days prior to the redemption date shall be deemed exercised so long as the Exercise Price is received by the Warrant Agent no more than three business days after the notice of exercise. (e) On the redemption date, the Warrant Agent shall pay to the holders of record of redeemed Class C Warrants all monies received by the Warrant Agent for the redemption of Class C Warrants to which the holders of record of such redeemed Warrants who shall have surrendered their Warrant Certificates are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Class C Warrants except to the extent that funds for such payment have been provided to it by the Company. (f) All amounts deposited with the Warrant Agent that are not required for redemption of Class C Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the redemption date shall be redelivered back to the Company, and thereafter the holders of the Class C Warrants called for redemption for which such funds were deposited shall look solely to the Company provides for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. (g) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the holder of any Class C Warrants called for redemption may at the option of the holder (i) by notice to the Company declare the notice of redemption a nullity as to such holder, or (ii) maintain an action against the Company for the Redemption Notice Price. If the holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the holder fails to bring an action against the Company for the Redemption Price within 60 days after the redemption date, the holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such holder and such notice shall be without any force or effect as to such holder. Except as otherwise specifically provided in this paragraph 8(g), a notice of redemption, once published by the Company as provided in paragraph 8(c) shall be irrevocable. (h) Notwithstanding anything to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splitscontrary in this Section 8, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem provide notice of any redemption pursuant to this Warrant or provide Section 8 at any time at which the Class C Warrants are not currently exercisable as a result of the application of Section 12. If, during the period between notice of redemption and the Redemption Notice on or before February 27Date, 2005. (d) This Warrant the Class C Warrants become not currently exercisable as a result of the application of Section 12, the Redemption Date shall cease be extended to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)the tenth business day after such restriction on exercise lapses.

Redemption of Warrants. The Company may call the Warrants for redemption, in whole and not in part, at a price of $.01 per Warrant, upon not less than 30 days’ nor more than 60 days prior written notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (ai) the Closing Price of the Common Stock has equaled or exceeded the Subject Amount per share for any 20 trading days within a 30-trading day period ending on the third Business Day prior to the terms date the notice of this Section 4redemption is sent to Warrant holders and (ii) at all times from and including the date on which such notice of redemption is sent through and including the applicable redemption date, a registration statement under the Act is in effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating to those Warrant Shares is available. The Company shall make copies of such prospectus available to holders of the Warrants from time to time in such quantities as they may request. Upon a call for redemption of Warrants by the Company, the Company shall have the right to redeem this Warrant for a redemption price require all (the "Redemption Price"and not less than all) equal to the result obtained by multiplying (i) $0.01 by (ii) the number holders of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being Warrants subject to adjustment redemption who exercise such Warrants after the Company’s call for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting redemption to do so on a cashless basis in accordance with the Common Stockprocedures set forth in Section 6(d). (b) . The Company shall exercise this redemption right by providing at least 30 days' prior written initial notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify if the time, manner and place of Warrants are subject to cashless redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) . Notwithstanding the foregoing, no Private Warrants shall be redeemable at the option of the Company may not redeem this Warrant so long as they are held by the Founding Holders or provide their Permitted Transferees; provided that the Redemption Notice to the Registered Holder unless the closing sales price fact that one or more Private Warrants are non-redeemable because of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior reason described above shall not affect the Company’s right to redeem the date Public Warrants and all Private Warrants that are not held by the Company provides the Redemption Notice to the Registered Holder is greater than Founding Holders or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005their Permitted Transferees. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to Beginning [six months after the terms date of this Section 4the initial public offering], outstanding Class A Warrants may be redeemed at the Company shall have option of the right to redeem this Warrant Company, in whole or in part on a pro-rata basis, by giving not less than 30 days prior notice as provided in Subsection 7(d) below, which notice may not be given before, but may be given at any time after the date on which the closing price of the Company’s common stock on the principal exchange or trading facility on which it is then traded has equaled or exceeded $ [250% of the initial public offering price of a Unit] for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)five consecutive trading days. (b) The Company shall exercise this redemption right by providing price at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall Class A Warrants may be redeemed (the "“Redemption Date"Price”) is $0.25 per warrant. On and after the redemption date, the Warrant Holders of redeemed Class A Warrants shall be entitled to payment of the Redemption Price payable upon surrender of the Warrant Certificates of such redeemed Class A Warrants to the Registered Holder Company at the office of the Warrant Agent. (assuming that this Warrant is not exercised on or d) Notice of redemption of Class A Warrants shall be given at least 30 days prior to the Redemption Date)redemption date by notifying the Warrant Agent in writing, by notifying the Warrant Holders via publication of a press release, and by taking such other steps as may be required under applicable law. (ce) From and after the redemption date, all rights of the holders with respect to the redeemed Class A Warrants (except the right to receive the Redemption Price) shall terminate, but only if (i) no later than one day prior to the redemption date the Company shall have irrevocably deposited with the Warrant Agent as paying agent a sufficient amount to pay on the redemption date the Redemption Price for all Class A Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent no later than one day prior to the redemption date. Notwithstanding the foregoing, the Company may not redeem this will extend a three day “protect” period beginning on and continuing two days after the redemption date so that any Class A Warrant or provide for which notice of exercise is received in the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 three business days prior to the redemption date shall be deemed exercised so long as the Exercise Price is received by the Warrant Agent no more than three business days after the notice of exercise. (f) On the redemption date, the Warrant Agent shall pay to the holders of record of redeemed Class A Warrants all monies received by the Warrant Agent for the redemption of Class A Warrants to which the holders of record of such redeemed Class A Warrants who shall have surrendered their Warrant Certificates are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Class A Warrants except to the extent that funds for such payment have been provided to it by the Company. (g) All amounts deposited with the Warrant Agent that are not required for redemption of Class A Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the redemption date shall be redelivered back to the Company, and thereafter the holders of the Class A Warrants called for redemption for which such funds were deposited shall look solely to the Company provides for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. the Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. (h) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the holder of any Class A Warrants called for redemption may at the option of the holder (i) by notice to the Company declare the notice of redemption a nullity as to such holder, or (ii) maintain an action against the Company for the Redemption Notice Price. If the holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the holder fails to bring an action against the Company for the Redemption Price within 60 days after the redemption date, the holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such holder and such notice shall be without any force or effect as to such holder. Except as otherwise specifically provided in this Subsection 7(h), a notice of redemption, once published by the Company as provided in Subsection 7(d) shall be irrevocable. (i) Notwithstanding anything to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splitscontrary in this Section 7, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem provide notice of any redemption pursuant to this Warrant or provide Section 7 at any time at which the Class A Warrants are not currently exercisable as a result of the application of Section 11. If, during the period between notice of redemption and the Redemption Notice on or before February 27Date, 2005. (d) This Warrant the Class A Warrants become not currently exercisable as a result of the application of Section 11, the Redemption Date shall cease be extended to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)the tenth business day after such restriction on exercise lapses.

Redemption of Warrants. (a) Subject to Beginning November 8, 2017, outstanding Warrants may be redeemed at the terms option of this the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days’ prior notice as provided in Section 47(c) below, which notice may not be given before, but may be given at any time after the Company shall have date on which the right to redeem this Warrant closing price of the Company’s common stock on the principal exchange or trading facility on which it is then traded has equaled or exceeded $7.65 (170% of the public offering price of the Units) for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)five consecutive trading days. (b) The price at which Warrants may be redeemed (the “Redemption Price”) is $0.15 per Warrant. On and after the date upon which the Warrants are redeemed by the Company (the “Redemption Date”) the Warrant Holders of redeemed Warrants shall be entitled to payment of the Redemption Price upon surrender of the Warrant by the participating broker or DTCC of such redeemed Warrants to the Warrant Agent (on behalf of the Company) at the office of the Warrant Agent. If the Company intends to redeem Book Entry Warrants that are listed on the Warrant Agent’s records, the Company shall exercise this notify such Warrant Holder of such intent to Redeem their Warrant and send appropriate documentation effecting such action needed directly to Warrant Agent as Warrant Agent determines necessary. (c) Notice of redemption right by providing of Warrants shall be given at least 30 days' ’ prior written notice to the Registered Holder Redemption Date by the Company (i) notifying the Warrant Agent in writing of such redemption, (ii) notifying the Warrant Holders of such redemption via publication of a press release and (iii)taking such other steps as may be required under applicable law. (d) From and after the "Redemption Notice"). Such Redemption Notice shall be provided Date, all rights of the Warrant Holders with respect to the Registered Holder in accordance redeemed Warrants (except the right to receive the Redemption Price) shall terminate, but only if (i) no later than one day prior to the Redemption Date the Company shall have irrevocably deposited with Section 10 of this Warrant. The the Warrant Agent as paying agent a sufficient amount to pay on the Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and Date the Redemption Price payable for all Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Registered Holder (assuming that this Warrant is not exercised on or Agent no later than one day prior to the Redemption Date). (c) . Notwithstanding the foregoing, the Company may not redeem this Warrant or provide will extend a three-day “protect” period beginning on and continuing two days after the Redemption Notice to Date so that any Warrant for which notice of exercise is received in the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 three business days prior to the date Redemption Date shall be deemed exercised so long as the Exercise Price is received by the Warrant Agent no more than three business days after the notice of exercise is delivered to the Warrant Agent. (e) On the Redemption Date, the Warrant Agent shall pay to the Warrant Holders of record of redeemed Warrants all monies received by the Warrant Agent for the redemption of Warrants to which the Warrant Holders of record of such redeemed Warrants who shall have surrendered their Warrants are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Warrants except to the extent that funds for such payment have been provided to it by the Company. (f) All amounts deposited with the Warrant Agent that are not required for redemption of Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the Redemption Date shall be redelivered back to the Company, and thereafter the Warrant Holders called for redemption for which such funds were deposited shall look solely to the Company provides for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. (g) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the Warrant Holder called for redemption may at the option of the Warrant Holder (i) by notice to the Company declare the notice of redemption a nullity as to such Warrant Holder, or (ii) maintain an action against the Company for the Redemption Notice Price. If the Warrant Holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the Warrant Holder fails to bring an action against the Company for the Redemption Price within 60 days after the Redemption Date, the Warrant Holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such Warrant Holder and such notice shall be without any force or effect as to such Warrant Holder. Except as otherwise specifically provided in this paragraph 7(g), a notice of redemption, once published by the Company as provided in paragraph7(c) shall be irrevocable. (h) Notwithstanding anything to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splitscontrary in this Section 7, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem provide notice of any redemption pursuant to this Warrant or provide Section 7 at any time at which the Warrants are not currently exercisable as a result of the application of Section 11. If, during the period between notice of redemption and the Redemption Notice on or before February 27Date, 2005. (d) This Warrant the Warrants become not currently exercisable as a result of the application of Section 11, the Redemption Date shall cease be extended to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)the tenth business day after such restriction on exercise lapses.

Redemption of Warrants. (a) Subject to The Warrants are redeemable by the terms Company commencing on the date that is one year from the date of this Section 4Agreement, (or earlier with the Company shall have consent of the right to redeem this Warrant for a redemption price Underwriter), in whole or in part, on not less than thirty (the "Redemption Price"30) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice (the date of notice being referred to as the Registered Holder of such "Notice Date" and the date set for redemption (is referred to as the "Redemption Noticedate") at a redemption price of $.10 per Warrant, provided the closing bid quotation of the Common Stock as reported on The Nasdaq SmallCap Market, if traded thereon, or if not traded thereon, the closing sale price if listed on a national securities exchange or the Nasdaq National Market (or other reporting system that provides last sale prices). Such Redemption Notice shall be provided , has averaged 150% of the then current Warrant exercise price (initially $____ per share, subject to adjustment), for 20 trading days during the 30 trading day period ending 15 days prior to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the timeDate, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable subject to the Registered Holder (assuming that this Warrant is not exercised on or right of the holder to exercise such Warrants prior to the Redemption Date). . Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register as of the Notice Date. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. 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 registered holder of a Warrant (ci) Notwithstanding to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the foregoing, Warrant Agent or the Secretary or Assistant Secretary of the Company may that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. Unless otherwise specified herein, sending a notice of redemption shall not obligate the Company to redeem this Warrant such Warrants if market conditions or provide the circumstances of the Company on the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splitsDate, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005have changed materially. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject Provided a current and effective registration statement is available to cover the terms of this Section 4, the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately the Class A Warrants, beginning [six months after the date of the Public Offering], outstanding Class A Warrants may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days prior to notice as provided in Section 8(d) below, which notice may not be given before, but may be given at any time after the termination date on which the closing price of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment the Company’s common stock on the principal exchange or trading facility on which it is then traded has equaled or exceeded $ [80% of the public offering price of a Unit] for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)five consecutive trading days. (b) The Company shall Provided a current and effective registration statement is available to cover the exercise this redemption right of the Class B Warrants, beginning [six months after the date of the Public Offering], outstanding Class B Warrants may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by providing giving not less than 30 days prior notice as provided in Section 8(d) below, which notice may not be given before, but may be given at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation any time after the date on which this Warrant shall be redeemed (the "Redemption Date") and closing price of the Redemption Price payable to Company’s common stock on the Registered Holder (assuming that this Warrant principal exchange or trading facility on which it is not exercised on then traded has equaled or prior to exceeded $ [125% of the Redemption Date)public offering price of a Unit] for five consecutive trading days. (c) The price at which Class A Warrants and the Class B Warrants may be redeemed (the “Redemption Price”) is $0.25 per warrant. On and after the redemption date the Warrant Holders of redeemed Class A Warrants or redeemed Class B Warrants shall be entitled to payment of the Redemption Price upon surrender of the Warrant Certificates of such redeemed Class A Warrants or redeemed Class B Warrants to the Company at the office of the Warrant Agent. (d) Notice of redemption of Class A Warrants or Class B Warrants shall be given at least 30 days prior to the redemption date by notifying the Warrant Agent in writing, by notifying the Warrant Holders via publication of a press release, and by taking such other steps as may be required under applicable law. (e) From and after the redemption date, all rights of the holders with respect to the redeemed Class A Warrants or redeemed Class B Warrants (except the right to receive the Redemption Price) shall terminate, but only if (i) no later than one day prior to the redemption date the Company shall have irrevocably deposited with the Warrant Agent as paying agent a sufficient amount to pay on the redemption date the Redemption Price for all Class A Warrants or Class B Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent no later than one day prior to the redemption date. Notwithstanding the foregoing, the Company may not redeem this will extend a three day “protect” period beginning on and continuing two days after the redemption date so that any Class A Warrant or provide Class B Warrant for which notice of exercise is received in the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 three business days prior to the redemption date shall be deemed exercised so long as the Exercise Price is received by the Warrant Agent no more than three business days after the notice of exercise. (f) On the redemption date, the Warrant Agent shall pay to the holders of record of redeemed Class A Warrants or redeemed Class B Warrants all monies received by the Warrant Agent for the redemption of Class A Warrants or Class B Warrants to which the holders of record of such redeemed Class A Warrants or redeemed Class B Warrants who shall have surrendered their Warrant Certificates are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Class A Warrants or Class B Warrants except to the extent that funds for such payment have been provided to it by the Company. (g) All amounts deposited with the Warrant Agent that are not required for redemption of Class A Warrants or Class B Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the redemption date shall be redelivered back to the Company, and thereafter the holders of the Class A Warrants or Class B Warrants called for redemption for which such funds were deposited shall look solely to the Company provides for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. (h) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the holder of any Class A Warrants or Class B Warrants called for redemption may at the option of the holder (i) by notice to the Company declare the notice of redemption a nullity as to such holder, or (ii) maintain an action against the Company for the Redemption Notice Price. If the holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the holder fails to bring an action against the Company for the Redemption Price within 60 days after the redemption date, the holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such holder and such notice shall be without any force or effect as to such holder. Except as otherwise specifically provided in this paragraph 8(h), a notice of redemption, once published by the Company as provided in paragraph 8(d) shall be irrevocable. (i) Notwithstanding anything to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splitscontrary in this Section 8, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem provide notice of any redemption pursuant to this Warrant Section 8 at any time at which the Class A Warrants or provide Class B Warrants are not currently exercisable as a result of the application of Section 12. If, during the period between notice of redemption and the Redemption Notice on Date, the Class A Warrants or before February 27Class B Warrants become not currently exercisable as a result of the application of Section 12, 2005. (d) This Warrant the Redemption Date shall cease be extended to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)the tenth business day after such restriction on exercise lapses.

Redemption of Warrants. (a) Subject a. If the Market Price of the Common Stock shall equal or exceed $4.50 for any 20 Business Days during any period of 30 consecutive Business Days ending on the fifth trading day prior to the terms date of this Section 4notice of redemption, the Company shall have may, at its option, and prior to the right to Warrant Expiration Date, redeem this Warrant for a all but not less than all, of the Warrants, in each case at the redemption price of $0.01 (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The b. In case the Company shall desire to exercise this redemption such right by providing at least 30 days' prior written to redeem the Warrants in accordance with the right reserved so to do, it shall give notice to the Registered Holder of such redemption (to the "Redemption Notice"Warrant Agent within 30 days after the end of the 30 Business Day period referred to in Section 9(a). Such Redemption Notice notice shall be provided signed by the Company's Chairman of the Board, President or a Vice President and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary, and shall set forth in reasonable detail the Market Prices and respective Business Days which satisfy the condition precedent in Section 9(a). The Company also shall cause notice of redemption to be given to the Registered Holder in accordance holders of Warrants by mailing by first-class mail, with Section 10 of this Warrant. The Redemption Notice shall specify the timepostage prepaid, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within less than 30 days prior to the date fixed for redemption, to their last addresses as they shall appear upon the Warrant register, but failure to give such notice by mail to the holder of any Warrant, or any defect therein, shall not affect the validity of the proceedings for the redemption of any other Warrants. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder received the notice. Each such notice of redemption shall specify the Redemption Date and the Redemption Price, and shall state that payment of the Redemption Price of the Warrants be made at the office or agency of the Company provides for such purpose in Vancouver, Canada, or at such other locations as the Company shall determine upon presentation and surrender of such Warrant. Each such notice of redemption shall also specify the last date when the Warrants may be exercised, and the Purchase Price then in effect. c. If the giving of notice of redemption shall have been completed as provided in Section 9(b), from and after the Redemption Notice Date upon presentation and surrender of the Warrants at said place of payment specified in said notice, the same Warrants shall be redeemed by the Company at the Redemption Price. d. All Warrants surrendered to the Registered Holder is greater than Warrant Agent pursuant to the provisions of this Section 9 shall be forthwith cancelled by it. e. Anything contained in this Warrant Agreement to the contrary notwithstanding, if the giving of the notice of redemption shall have been completed as provided in Section 9(b) hereof, or equal if provision satisfactory to $1.34 (subject to adjustment the Warrant Agent for stock splits, stock dividends, combinations, recapitalizations, reclassificationsthe giving of such notice shall have been made, and similar transactions affecting the Common Stock); provided, however, that if the Company may not shall have deposited with the Warrant Agent funds (to be immediately due and payable) sufficient to redeem the Warrants on the Redemption Date, at the Redemption Price, then on the Redemption Date all obligations of the Company in respect of such Warrants, shall cease and be discharged, and the holders of such Warrants shall thereafter be restricted exclusively to such funds, for any and all claims of whatsoever nature on their part under this Warrant Agreement, or provide the Redemption Notice on or before February 27, 2005in respect of such Warrants. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to the terms of this Section 4, The Warrants are redeemable by the Company shall have commencing twelve (12) months after the right to redeem this Warrant for a redemption price Effective Date, in whole or in part, on not less than thirty (the "Redemption Price"30) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice at a redemption price of $.01 per Warrant (or earlier with the prior consent of Xxxxxxx-Xxxxxx), provided the average closing bid quotation of the Common Stock as reported on the Nasdaq SmallCap Market, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange (or other reporting system that provides last sale prices), has been at least 250% of the then current Exercise Price of the Warrants, for a period of 30 consecutive trading days ending on the day prior to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant the Company gives notice of redemption. Any redemption in part shall be redeemed (the "Redemption Date") and the Redemption Price payable made pro rata to all Warrant holders. The redemption notice shall be mailed to the Registered Holder holders of the Warrants at their respective addresses appearing in the Warrant Register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. 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 registered holder of a Warrant (assuming i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that this Warrant is not exercised notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on or prior the day immediately preceding the date fixed for redemption. On and after the date fixed for redemption, the holder shall have no right with respect to the Redemption Date). (c) Warrant except to receive $.01 per Warrant upon surrender of the Warrant. Notwithstanding anything to the foregoingcontrary contained herein, no Warrant will be redeemable unless at the time of redemption, the Company may not redeem this has filed with the Commission a registration statement under the Act, covering the Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, Shares and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant such registration statement shall cease to be exercisable have been declared and shall remain effective and shall be terminated current, and such Warrant Shares have been registered or qualified or be exempt under the securities laws of no further force the state or effect effective at 5:00 p.m. (Boston Time)other jurisdiction of residence of the holder of such Warrant and the redemption of such Warrant in any such state or other jurisdiction shall not otherwise be unlawful.

Redemption of Warrants. (a) Subject Upon the occurrence of a Trading Remarketing Event or a Legal Cause Remarketing Event, the Company may elect to redeem the Warrants, subject to the terms of this Section 4, the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)conditions herein. (b) The Subject to satisfaction of the Redemption Conditions, the Company shall exercise this redemption right by providing at least 30 days' prior written notice redeem the Warrants on the Redemption Date for cash in an amount equal to the Registered Holder Warrant Value as of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder Remarketing Date in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date)3.04. (c) Notwithstanding the foregoingA Holder may elect to exercise a Warrant in lieu of Redemption, the Company may not redeem this if (i) such Warrant or provide the Redemption Notice is held pursuant to the Registered Unit Agreement, and such Holder unless has opted out of participating in the closing sales price of Remarketing, by notice given to the Common Stock Warrant Agent and the Unit Agent as provided in the Unit Agreement; or (ii) such Warrant is not held pursuant to the Unit Agreement, by notice given to the Warrant Agent, in each case prior to 5:00 p.m., New York time, on each day of a 20 consecutive trading day period ending within 30 days the Business Day prior to the date related Redemption Date. In the Company provides absence of an election to exercise a Warrant in lieu of a Redemption, a Holder will be deemed to have elected to have its Warrants redeemed on the Redemption Notice Date. (d) If a Holder elects to exercise a Warrant pursuant to paragraph (b) above, then such Holder shall tender the Registered Holder is greater than or equal to $1.34 (subject to adjustment Exercise Price for stock splits, stock dividends, combinations, recapitalizations, reclassificationssuch Warrant as a Cash Payment, and similar transactions affecting shall follow the Common Stock)procedures set forth in Section 3.02; provided, however, that if (i) such Warrant is, on the Company may Remarketing Date, held pursuant to the Unit Agreement, (ii) such Holder has not redeem this opted out of participating in the Remarketing, and (iii) a Successful Remarketing shall have occurred, then the Exercise Price of such Warrant or provide shall be deemed to have been paid by a Remarketing Payment, and the Redemption Notice on or before February 27Remarketing Agent shall, 2005in connection with such Remarketing Payment, apply the proceeds of the Remarketing of the related Preferred Security in accordance with the terms of the Remarketing Agreement and the Unit Agreement. (de) This Any Warrant shall redeemed or exercised pursuant to the provisions of this Section shall, upon such redemption or exercise, cease to be exercisable outstanding. (f) If a Redemption cannot occur because of an inability to satisfy the Redemption Conditions, the Company shall promptly notify the Warrant Agent and each Holder (at its address specified in the Warrant Register) thereof. Such event shall be terminated not constitute a default under this Agreement so long as the Company is exercising its best efforts to satisfy the Redemption Conditions and is not otherwise in violation of no further force or effect effective at 5:00 p.m. this Agreement (Boston Time)including the provisions of Article VII hereof) and the Company may, under such circumstances, subsequently seek to remarket the Preferred Securities and contemporaneously redeem the Warrants.

Redemption of Warrants. (a) Subject to If at any time between the terms sixth anniversary of this Section 4the date hereof and the Warrant Expiration Date any Warrant remains unexercised, or if any Event of Default shall occur under the Indenture (the fifteenth Business Day following any such time selected by the Holder of a Warrant, or the fifteenth Business Day following the date of any Event of Default under the Indenture, the “Redemption Date”), then on the Redemption Date the Company shall have and the right to Controlling Shareholder agree to, jointly and severally, and shall, redeem this Warrant the Warrants tendered by such Warrantholder for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) pro rata portion of the number of Warrant Shares Redemption Price that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior applicable to the termination of this Warrant under Section 4(d) below (Warrants tendered by such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)Holder. (b) The Company Redemptions of Warrants under this Section shall exercise this redemption right by providing be made, at least 30 days' prior written notice the option of the holder thereof, upon: (1) delivery to the Registered Holder Company by a holder of such redemption a duly completed notice (the "“Redemption Notice"). Such Redemption Notice shall be provided to ”) in the Registered Holder in accordance with Section 10 form set forth on the reverse of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation Warrant attached hereto as Exhibit A on the date on which this Warrant shall be redeemed that is fifteen (the "Redemption Date"15) and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or Business Days prior to the Redemption Date); and (2) delivery or book entry transfer of such Warrants to the Warrant Agent at any time after delivery of the Redemption Notice (together with all necessary endorsements) at the address of the Warrant Agent specified in Section 17 hereof, such delivery being a condition to receipt by the holder of the Redemption Price therefor; provided that such Redemption Price shall be so paid pursuant to this Section only if the Warrant so delivered to the Warrant Agent shall conform in all respects to the description thereof in the related Redemption Notice. (c) Notwithstanding the foregoing, Any redemption by the Company may not redeem contemplated pursuant to the provisions of this Warrant or provide Section shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Redemption Notice to Date and the Registered Holder unless the closing sales price time of the Common Stock on each day book entry transfer or delivery of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005Warrant. (d) This Warrant shall cease Any Warrants redeemed by the Company pursuant to be exercisable and Section 12(a) shall be terminated canceled and of no further force or effect effective at 5:00 p.m. rights shall thereafter exist with respect to such Warrants. (Boston Timee) Neither the Company nor the Controlling Shareholder shall have any redemption rights with respect to the Warrants except as expressly set forth in Section 12(a).

Redemption of Warrants. (a) Subject to Beginning __________, 2021, [90 days from the terms date of this the Prospectus] outstanding Warrants may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days’ prior notice as provided in Section 48(c) below, which notice may not be given before, but may be given at any time after the Company shall have date on which the right to redeem this Warrant closing price of the Company’s common stock on the principal exchange or trading facility on which it is then traded has equaled or exceeded $___ (175% of the public offering price of the Units) for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)five consecutive Trading Days. (b) The price at which Warrants may be redeemed (the “Redemption Price”) is $0.15 per Warrant. On and after the date upon which the Warrants are redeemed by the Company (the “Redemption Date”), the Warrant Holders of redeemed Warrants shall exercise this be entitled to payment of the Redemption Price upon surrender of the Warrant Certificates of such redeemed Warrants to the Warrant Agent (on behalf of the Company) at the office of the Warrant Agent. (c) Notice of redemption right by providing of Warrants shall be given at least 30 days' ’ prior written notice to the Registered Holder Redemption Date by the Company (i) notifying the Warrant Agent in writing of such redemption, (ii) notifying the Warrant Holders of such redemption via publication of a press release and (iii)taking such other steps as may be required under applicable law. (d) From and after the "Redemption Notice"). Such Redemption Notice shall be provided Date, all rights of the Warrant Holders with respect to the Registered Holder in accordance redeemed Warrants (except the right to receive the Redemption Price) shall terminate, but only if (i) no later than one day prior to the Redemption Date the Company shall have irrevocably deposited with Section 10 of this Warrant. The the Warrant Agent as paying agent a sufficient amount to pay on the Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and Date the Redemption Price payable for all Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Registered Holder (assuming that this Warrant is not exercised on or Agent no later than one day prior to the Redemption Date). (c) . Notwithstanding the foregoing, the Company may not redeem this Warrant or provide will extend a three-day “protect” period beginning on and continuing two days after the Redemption Notice to Date so that any Warrant for which notice of exercise is received in the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 three business days prior to the date Redemption Date shall be deemed exercised so long as the Company provides Exercise Price is received by the Redemption Notice Warrant Agent no more than three business days after the notice of exercise is delivered to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005Agent. (de) This On the Redemption Date, the Warrant Agent shall cease pay to the Warrant Holders of record of redeemed Warrants all monies received by the Warrant Agent for the redemption of Warrants to which the Warrant Holders of record of such redeemed Warrants who shall have surrendered their Warrant Certificates are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Warrants except to the extent that funds for such payment have been provided to it by the Company. (f) All amounts deposited with the Warrant Agent that are not required for redemption of Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the Redemption Date shall be redelivered back to the Company, and thereafter the Warrant Holders called for redemption for which such funds were deposited shall look solely to the Company for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. (g) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the Warrant Holder called for redemption may at the option of the Warrant Holder (i) by notice to the Company declare the notice of redemption a nullity as to such Warrant Holder, or (ii) maintain an action against the Company for the Redemption Price. If the Warrant Holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the Warrant Holder fails to bring an action against the Company for the Redemption Price within 60 days after the Redemption Date, the Warrant Holder shall be deemed to have elected to declare the notice of redemption to be exercisable a nullity as to such Warrant Holder and such notice shall be terminated and of no further without any force or effect effective at 5:00 p.m. (Boston Timeas to such Warrant Holder. Except as otherwise specifically provided in this Section 8(g), a notice of redemption, once published by the Company as provided in Section 8(c) shall be irrevocable.

Redemption of Warrants. (a) Subject to Beginning [six months after the terms date of this the Public Offering], outstanding Class A Warrants may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days prior notice as provided in Section 48(d) below, which notice may not be given before, but may be given at any time after the Company shall have date on which the right to redeem this Warrant closing price of the Company’s common stock on the principal exchange or trading facility on which it is then traded has equaled or exceeded $ [80% of the public offering price of a Unit] for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)five consecutive trading days. (b) The Company shall exercise this redemption right Beginning [six months after the date of the Public Offering], outstanding Class B Warrants may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by providing giving not less than 30 days prior notice as provided in Section 8(d) below, which notice may not be given before, but may be given at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation any time after the date on which this Warrant shall be redeemed (the "Redemption Date") and closing price of the Redemption Price payable to Company’s common stock on the Registered Holder (assuming that this Warrant principal exchange or trading facility on which it is not exercised on then traded has equaled or prior to exceeded $ [125% of the Redemption Date)public offering price of a Unit] for five consecutive trading days. (c) The price at which Class A Warrants and the Class B Warrants may be redeemed (the “Redemption Price”) is $0.25 per warrant. On and after the redemption date the Warrant Holders of redeemed Class A Warrants or redeemed Class B Warrants shall be entitled to payment of the Redemption Price upon surrender of the Warrant Certificates of such redeemed Class A Warrants or redeemed Class B Warrants to the Company at the office of the Warrant Agent. (d) Notice of redemption of Class A Warrants or Class B Warrants shall be given at least 30 days prior to the redemption date by notifying the Warrant Agent in writing, by notifying the Warrant Holders via publication of a press release, and by taking such other steps as may be required under applicable law. (e) From and after the redemption date, all rights of the holders with respect to the redeemed Class A Warrants or redeemed Class B Warrants (except the right to receive the Redemption Price) shall terminate, but only if (i) no later than one day prior to the redemption date the Company shall have irrevocably deposited with the Warrant Agent as paying agent a sufficient amount to pay on the redemption date the Redemption Price for all Class A Warrants or Class B Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent no later than one day prior to the redemption date. Notwithstanding the foregoing, the Company may not redeem this will extend a three day “protect” period beginning on and continuing two days after the redemption date so that any Class A Warrant or provide Class B Warrant for which notice of exercise is received in the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 three business days prior to the redemption date shall be deemed exercised so long as the Exercise Price is received by the Warrant Agent no more than three business days after the notice of exercise. (f) On the redemption date, the Warrant Agent shall pay to the holders of record of redeemed Class A Warrants or redeemed Class B Warrants all monies received by the Warrant Agent for the redemption of Class A Warrants or Class B Warrants to which the holders of record of such redeemed Class A Warrants or redeemed Class B Warrants who shall have surrendered their Warrant Certificates are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Class A Warrants or Class B Warrants except to the extent that funds for such payment have been provided to it by the Company. (g) All amounts deposited with the Warrant Agent that are not required for redemption of Class A Warrants or Class B Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the redemption date shall be redelivered back to the Company, and thereafter the holders of the Class A Warrants or Class B Warrants called for redemption for which such funds were deposited shall look solely to the Company provides for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. (h) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the holder of any Class A Warrants or Class B Warrants called for redemption may at the option of the holder (i) by notice to the Company declare the notice of redemption a nullity as to such holder, or (ii) maintain an action against the Company for the Redemption Notice Price. If the holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the holder fails to bring an action against the Company for the Redemption Price within 60 days after the redemption date, the holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such holder and such notice shall be without any force or effect as to such holder. Except as otherwise specifically provided in this paragraph 8(h), a notice of redemption, once published by the Company as provided in paragraph 8(d) shall be irrevocable. (i) Notwithstanding anything to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splitscontrary in this Section 8, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem provide notice of any redemption pursuant to this Warrant Section 8 at any time at which the Class A Warrants or provide Class B Warrants are not currently exercisable as a result of the application of Section 12. If, during the period between notice of redemption and the Redemption Notice on Date, the Class A Warrants or before February 27Class B Warrants become not currently exercisable as a result of the application of Section 12, 2005. (d) This Warrant the Redemption Date shall cease be extended to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)the tenth business day after such restriction on exercise lapses.

Redemption of Warrants. (a) Subject In the event that at the next meeting of the Company's shareholders, which is expected to the terms of this Section 4occur no later than April 30, the Company shall have the right to redeem this Warrant for a redemption price 1999 (the "Redemption PriceSHAREHOLDERS MEETING") equal to ), the result obtained by multiplying (i) $0.01 by (ii) shareholders do not approve an increase in the number of Warrant Shares authorized shares of Common Stock that is sufficient to permit the Registered Holder is exercise of the Warrants, the holders of the Warrants shall be entitled to purchase upon exercise have the Company redeem all or any part of this their Warrants, at the holders' sole option, at any time during the 120 days following the earlier of April 30, 1999 or the Shareholders Meeting (the "REDEMPTION PERIOD"). The holders of the Warrant immediately prior shall elect to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right redeem by providing at least 30 days' prior written sending a notice to the Registered Holder of such redemption Company's President (the "Redemption NoticeREDEMPTION NOTICE"). Such To be effective, the Redemption Notice shall must be provided to received by the Registered Holder in accordance with Section 10 of this WarrantCompany's President by personal delivery, facsimile, overnight delivery service or certified mail during the Redemption Period. The Redemption Notice shall specify be deemed received on the timeday of delivery if sent by personal delivery or facsimile sent prior to 5:00 p.m. (Pacific Time), manner the next business day following deposit with an overnight delivery service or facsimile sent after 5:00 p.m. (Pacific Time) and place of redemption, including without limitation on the date on which this Warrant shall be redeemed (of receipt if sent by certified mail. In the "Redemption Date") and event that the Redemption Price payable Company's shareholders do not approve an increase in the number of authorized shares of Common Stock sufficient enough to cover the Registered Holder (assuming that this Warrant is not exercised on or prior to Common Stock underlying the Redemption Date). (c) Notwithstanding Warrants at the foregoingnext Shareholders Meeting, the Company may not redeem this Warrant or provide shall proceed at each subsequent annual and special meeting to include a proposal to increase the Redemption Notice to the Registered Holder unless the closing sales price number of the authorized shares of Common Stock on each day of a until such approval is obtained. The redemption price for the Warrants shall be the difference between the Warrant exercise price set forth in EXHIBIT A and the average closing price for the Company's Common Stock during the 20 consecutive trading day period ending within 30 days prior to the date the Company provides of receipt of the Redemption Notice (the "REDEMPTION PRICE"). The Company shall not be obligated to redeem the Registered Holder Warrants if it is greater than or equal not permitted to $1.34 (subject to adjustment for stock splitsdo so under applicable law, stock dividends, combinations, recapitalizations, reclassificationsincluding applicable provisions of the California Corporations Code, and similar transactions affecting the Common Stock); providedRedemption Period shall be tolled until the Company is legally permitted to complete the redemption. If the Company is legally permitted to redeem some, howeverbut not all of the Warrants tendered for redemption, the Company shall redeem such Warrants in the order of receipt of the Redemption Notices. To the extent that the Company may cannot redeem this Warrant or provide all Warrants that are the subject of a Redemption Notice on or before February 27a single date, 2005. (d) This Warrant the Company shall cease redeem such Warrants on a pro-rata basis among the tendering holders and the Company shall extend the Redemption Period on the balance of the Warrants tendered for redemption until the date that the Company is permitted to be exercisable and redeem the balance of the Warrants. In any event, the Redemption Price shall be terminated and the price as calculated on the date of no further force or effect effective at 5:00 p.m. (Boston Time)receipt of the Redemption Notice.

Redemption of Warrants. (a) Subject to At any time after the terms first anniversary date of this Section 4the Merger, on not less than thirty (30) days notice, the Company shall have Warrants may be redeemed, at the right to redeem this Warrant for option of the Company, at a redemption price of $.05 per Warrant, provided the closing bid price for the Common Stock for any 20 consecutive trading days ending within 15 days of the date on which notice of redemption is given equals or exceeds $15.00 for the 150,000 Warrants with an Exercise Price of $12.00 per share and $17.00 for the 150,000 Warrants with an Exercise Price of $14.00 per share (the "Redemption Target Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being ), subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting as set forth in Section 8(f) below. All Warrants having the Common Stock)same Exercise Price must be redeemed if any such Warrants are redeemed. (b) The In case the Company shall desire to exercise this its right to redeem the Warrants, it shall request the Warrant Agent to mail a notice of redemption right by providing to each of the Registered Holders of the Warrants to be redeemed, first class, postage prepaid, not later than the thirtieth day before the date fixed for redemption, at least 30 days' prior written their last address as shall appear on the records of the Warrant Agent. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder of receives such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date)notice. (c) Notwithstanding The notice of redemption shall specify (i) the foregoingredemption price, (ii) the date fixed for redemption, (iii) the place where the Warrant Certificates shall be delivered and the redemption price paid, and (iv) that the right to exercise the Warrant shall terminate at 5:00 P.M. (Eastern time) on the business day immediately preceding the date fixed for redemption. 6 The date fixed for the redemption of the Warrants shall be the Redemption 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 (1) to whom notice was not mailed or (2) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or an Assistant Secretary of the Company may not redeem this Warrant or provide that notice of redemption has been mailed shall, in the Redemption Notice to the Registered Holder unless the closing sales price absence of fraud, be prima facie evidence of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005facts stated therein. (d) This Any right to exercise a Warrant shall cease terminate at 5:00 P.M. (Eastern time) on the business day immediately preceding the Redemption Date. On and after the Redemption Date, Registered Holders of the Warrants shall have no further rights except to receive, upon surrender of the Warrant, the Redemption Price. (e) From and after the date specified for redemption, 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 Registered Holder thereof of one or more Warrants to be exercisable 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 each Warrant. From and after the date fixed for redemption and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Warrants called for redemption, such Warrants 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. (f) If the shares of the Company's Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the Target Price shall be terminated and proportionately adjusted by the ratio which the total number of no further force or effect effective at 5:00 p.m. (Boston Time)shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.

Redemption of Warrants. (a) Subject This Warrant is subject to redemption by the terms of Company as provided in this Section 4. 4.1. This Warrant may be redeemed, at the option of the Company, in whole and not in part, at a redemption price of $.0001 per Warrant (the “Redemption Price”), provided (i) the average closing price of the Common Stock as quoted by Bloomberg, LP., on the Principal Trading Market (as defined below) on which the Common Stock is included for quotation or trading, shall equal or exceed $.36 per share (taking into account all adjustments) for the twenty (20) consecutive trading days ending on the second trading day prior to the date of Redemption Notice (as defined below) is sent to the Holder (the “Target Price”); (ii) the Common Stock is either quoted on the NASD Bulletin Board, traded on a national securities exchange or quoted on the NNM or NCSM (the “Principal Trading Market”); (iii) the registration statement covering the resale of the Warrant Shares under the Securities Act has been declared effective by the Securities and Exchange Commission and remains effective on the Redemption Date (as defined below) so that the Warrant Shares may be sold without limitation; (iv) the dollar value of the trading volume of the Common Stock for each of the twenty (20) consecutive trading days prior to the Redemption Date equals or exceeds $100,000; and (v) the Holder of this Warrant is not subject to any lock-up provisions with respect to this Warrant or the Warrant Shares. 4.2. If the conditions set forth in Section 4.1 are met, and the Company shall have the desires to exercise its right to redeem this Warrant for Warrant, it shall mail a redemption price notice (the "“Redemption Price"Notice”) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise registered holder of this Warrant immediately by first class mail, postage prepaid, at least ten (10) Business Days prior to the termination date fixed by the Company for redemption of this Warrant under Section 4(d) below the Warrants (such the “Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common StockDate”). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant4.3. The Redemption Notice shall specify (i) the timeRedemption Price, manner (ii) the Redemption Date, (iii) the place where the Warrant certificates shall be delivered and place of redemptionthe redemption price paid, including without limitation and (iv) that the date on which right to exercise this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)New York time) on the business day immediately preceding the Redemption 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, or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Company that the Redemption Notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 4.4. Any right to exercise a Warrant shall terminate at 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. 4.5. From and after the Redemption Date, the Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company 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. If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the Target Price shall be proportionately adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.

Redemption of Warrants. a. At any time the Company may, at its option, redeem some or all of the outstanding Warrants at ten cents (a$0.10) Subject to per Warrant, upon thirty (30) days prior written notice, if the terms closing sale price of this Section 4the Common Stock on any national securities exchange or the closing sale price quotation or the average of the closing bid and asked price quotation, the Company shall have case may be, on the right to redeem this Warrant NASDAQ Small-Cap Market, as the case may be, has equaled or is more than sixteen dollars and eighty cents ($16.80) for a twenty (20) consecutive trading days within the ninety (90) day period immediately preceding the date notice of redemption price is given (the "Redemption Price") equal ). In the event of an adjustment in the Exercise Price pursuant to Section 7, the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)shall not be adjusted. (b) b. The election of the Company shall exercise this redemption right by providing at least 30 days' prior written notice to redeem some or all of the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice Warrants shall be provided to evidenced by a resolution of the Registered Holder in accordance with Section 10 Board of this Warrant. The Redemption Notice shall specify Directors of the time, manner and place of redemption, including without limitation Company. c. Warrants may be exercised at any time on or before the date on which this Warrant shall be redeemed fixed for redemption (the "Redemption Date"). d. Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than thirty (30) and the Redemption Price payable to the Registered Holder nor more than sixty (assuming that this Warrant is not exercised on or 60) days prior to the Redemption Date), to each holder of Warrants, at his address appearing in the Warrant register. All notices of redemption shall state: (1) The Redemption Date; (2) That on the Redemption Date the Redemption Price will become due and payable upon each Warrant; (3) The place where such Warrants are to be surrendered for redemption and payment of the Redemption Price; and (4) The current Exercise Price of the Warrants, the place or places where such Warrants may be surrendered for exercise, and the time at which the right to exercise the Warrants will terminate in accordance with this Agreement. (c) Notwithstanding e. Notice of redemption of Warrants at the foregoingelection of the Company shall be given by the Company or, at the Company's request, by the Warrant Agent in the name and at the expense of the Company. f. Prior to any Redemption Date, the Company may not redeem this shall deposit with the Warrant or provide Agent an amount of money sufficient to pay the Redemption Notice Price of all the Warrants which are to the Registered Holder unless the closing sales price of the Common Stock be redeemed on each day of a 20 consecutive trading day period ending within 30 days that date. If any Warrant is exercised pursuant to Section 5 prior to the Redemption Date, any money so deposited with the Warrant Agent for the redemption of such Warrant shall be paid to the Company. g. Notice of redemption having been given as aforesaid, the Warrants so to be redeemed shall, on the Redemption Date, become redeemable at the Redemption Price therein specified, and on such date (unless the Company provides shall default in the payment of the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (dPrice) This Warrant such Warrants shall cease to be exercisable and thereafter represent only the right to receive the Redemption Price. Upon surrender of such Warrants for redemption in accordance with said notice, such Warrants shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)redeemed by the Company for the Redemption Price.

Redemption of Warrants. (a) Subject to Beginning ______ after the terms closing of this Section 4the Public Offering, the Company shall have Class C Warrants outstanding at the right to redeem this Warrant for time of a redemption may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days prior notice as provided in Section 8(c) below, which notice may not be given before, but may be given at any time after the date on which the closing price (of the "Redemption Price") equal to Company’s common stock on the result obtained by multiplying (i) principal exchange or trading facility on which it is then traded has equaled or exceeded $0.01 by (ii) _____ [200% of the number public offering price of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment Units] for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)five consecutive trading days. (b) The Company shall exercise this redemption right by providing price at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall Class C Warrants may be redeemed (the "“Redemption Date"Price”) is $0.25 per Warrant. On and after the redemption date the holders of record of redeemed Class C Warrants shall be entitled to payment of the Redemption Price payable upon surrender of the Warrant Certificates of such redeemed Class C Warrants to the Registered Holder (assuming that this Company at the office of the Warrant is not exercised on or prior to the Redemption Date)Agent. (c) Notice of redemption of Class C Warrants shall be given at least 30 days prior to the redemption date by notifying the Warrant Agent in writing, by notifying the Warrant Holders of the Class C Warrants via publication of a press release, and by taking such other steps as may be required under applicable law. (d) From and after the redemption date, all rights of the holders with respect to the redeemed Class C Warrants (except the right to receive the Redemption Price) shall terminate, but only if (i) no later than one day prior to the redemption date the Company shall have irrevocably deposited with the Warrant Agent as paying agent a sufficient amount to pay on the redemption date the Redemption Price for all Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent no later than one day prior to the redemption date. Notwithstanding the foregoing, the Company may not redeem this will extend a three day "protect" period beginning on and continuing two days after the redemption date so that any Class C Warrant or provide for which notice of exercise is received in the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 three business days prior to the redemption date shall be deemed exercised so long as the Exercise Price is received by the Warrant Agent no more than three business days after the notice of exercise. (e) On the redemption date, the Warrant Agent shall pay to the holders of record of redeemed Class C Warrants all monies received by the Warrant Agent for the redemption of Class C Warrants to which the holders of record of such redeemed Warrants who shall have surrendered their Warrant Certificates are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Class C Warrants except to the extent that funds for such payment have been provided to it by the Company. (f) All amounts deposited with the Warrant Agent that are not required for redemption of Class C Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the redemption date shall be redelivered back to the Company, and thereafter the holders of the Class C Warrants called for redemption for which such funds were deposited shall look solely to the Company provides for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. (g) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the holder of any Class C Warrants called for redemption may at the option of the holder (i) by notice to the Company declare the notice of redemption a nullity as to such holder, or (ii) maintain an action against the Company for the Redemption Notice Price. If the holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the holder fails to bring an action against the Company for the Redemption Price within 60 days after the redemption date, the holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such holder and such notice shall be without any force or effect as to such holder. Except as otherwise specifically provided in this paragraph 8(g), a notice of redemption, once mailed by the Company as provided in paragraph 8(c) shall be irrevocable. (h) Notwithstanding anything to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splitscontrary in this Section 8, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem provide notice of any redemption pursuant to this Warrant or provide Section 8 at any time at which the Class C Warrants are not currently exercisable as a result of the application of Section 12. If, during the period between notice of redemption and the Redemption Notice on or before February 27Date, 2005. (d) This Warrant the Class C Warrants become not currently exercisable as a result of the application of Section 12, the Redemption Date shall cease be extended to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)the tenth business day after such restriction on exercise lapses.

Redemption of Warrants. (ai) Subject to In the terms event the holders of this Section 4the Common Stock do not approve the conversion of the Company’s 12% Mandatorily Convertible Preferred Stock into Common Stock in accordance with the Statement of Designations of the 12% Mandatorily Convertible Preferred Stock of the Company by December 31, 2006, the Company shall have the right to redeem this each Warrant for at a redemption purchase price of $0.50 per Warrant within forty-five (the "Redemption Price"45) equal to the result obtained by multiplying (i) $0.01 by days after December 31, 2006. (ii) Any notice of redemption (“Redemption Notice”) given by the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior Company with respect to the termination Warrants shall be delivered by first class mail, postage prepaid, to each holder of this Warrant under Section 4(drecord (at the close of business on the business day preceding the day on which notice is given) below (of the Warrants being redeemed, at the address last shown on the records of the Company for such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting holder or given by the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice holder to the Registered Holder Company, for the purpose of notifying such holder of the redemption (the "Redemption Notice"). Such Redemption Notice shall to be provided to the Registered Holder in accordance with Section 10 of this Warranteffected. The Redemption Notice shall specify a date (the time, manner and place “Redemption Date”) not earlier than 15 days after the mailing of redemption, including without limitation the date Redemption Notice on which this the Warrant shall be redeemed and the place at which certificates evidencing shares of the Warrants shall be surrendered and payment therefor may be obtained. (iii) On the "Redemption Date", the Company shall pay by cash or wire transfer of the person whose name appears on the Warrant or Warrants that shall have been surrendered to the Company in the manner and at the place designated in the Redemption Notice, the Redemption Price, and thereupon each surrendered certificate shall be canceled. (iv) From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price, the Warrants being redeemed shall be cancelled and shall no longer be deemed to be outstanding and the holders thereof shall have only the right to receive the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price upon surrender of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than certificate or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)certificates evidencing their shares

Redemption of Warrants. (a) Subject Commencing on the date sixty (60) days from the final closing of the Private Placement, on not less than thirty (30) days' written notice (the "Redemption Notice") to all registered holders of the terms of this Section 4Investor Warrants, the Company shall have Investor Warrants may be redeemed, at the right to redeem this Warrant for option of the Company, in whole and not in part, at a redemption price of $0.01 per Investor Warrants (the "Redemption Price") equal to the result obtained by multiplying ), provided either (i) (A) the average closing bid price of the Company's Common Stock shall equal or exceed $0.01 by 3.75 per share for the thirty (30) consecutive trading days (the "Target Price"), subject to adjustments as set forth in Section 9(f) hereafter, (B) the Common Stock is traded on a national securities exchange or quoted on the NSCM or the NNSM; and (C) the average trading volume of the Common Stock during such thirty-day period is equal to or greater than 100,000 shares per day; or (ii) (A) a registration statement covering the number sale of Warrant Shares that the Registered Holder Company's securities for the raising of capital in an amount exceeding $10,000,000 is entitled to purchase upon exercise filed under the Securities Act of this Warrant immediately prior to 1933, as amended (the termination of this Warrant under Section 4(d"Act") below and (such B) has been declared effective by the Securities and Exchange Commission (the "Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common StockDate"). (b) The If the conditions set forth in Section 9(a) are met, and the Company desires to exercise its right to redeem the Investor Warrants, it shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such mail a Redemption Notice shall be provided to each of the Registered Holder in accordance with Section 10 of this Warrant. registered Holders, first class mail, postage prepaid, not later than the thirtieth (30th) day before the date fixed for redemption. (c) The Redemption Notice shall specify (i) the timeRedemption Price, manner (ii) the Redemption Date, (iii) the place where the Investor Warrant certificates shall be delivered and place of redemptionthe redemption price paid, including without limitation and (iv) that the date on which right to exercise this Warrant shall be redeemed terminate at 5:00 p.m. (New York time) on the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to business day immediately preceding the Redemption 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 (ca) Notwithstanding to whom notice was not mailed or (b) whose notice was defective. An affidavit of the foregoing, Secretary or an Assistant Secretary of the Company may not redeem this Warrant or provide that the Redemption Notice to has been mailed shall, in the Registered Holder unless the closing sales price absence of fraud, be prima facie evidence of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005facts stated therein. (d) This Any right to exercise this Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)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 Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company by or on behalf of the Holder thereof of one or more Investor Warrant certificates evidencing Investor Warrants to be 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 each such Investor Warrant. From and after the Redemption Date and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Investor Warrants called for redemption, such Investor Warrants shall expire and become void and all rights hereunder, except the right to receive payment of the Redemption Price, shall cease. (f) If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common stock, the Target Price shall be proportionately adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.

Redemption of Warrants. (a) Subject to the terms of this Section 4, 10.1. The Warrants are redeemable by the Company shall have the right to redeem this Warrant for a redemption price on not less than thirty (the "Redemption Price"30) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder at a redemption price of such redemption (the "Redemption Notice"). Such Redemption Notice shall be $.01 per Warrant, provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales sale price of the Common Stock as reported on each day the Nasdaq Stock Market ("Nasdaq"), if traded thereon, or if not traded thereon, the last reported sale price on the Over the Counter Bulletin (or other reporting system that provides last sale prices), has been at least 300% of a 20 consecutive the then current Warrant exercise price for 30 trading day period ending within 30 days days, subject to the right of the Registered Holder to exercise such Warrants prior to redemption. Any redemption in part shall be made pro rata to all Registered Holders. The Company and its legal counsel will confirm such notice of redemption with the Warrant Agent prior to the date the Company provides the Redemption Notice of redemption. The redemption notice shall be mailed to the Registered Holders at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the Registered Holder is greater than receives such notice. No failure to mail such notice nor any defect therein or equal in the mailing thereof shall affect the validity of the proceedings for such redemption except as to $1.34 a Registered Holder (subject i) to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Common Stock); provided, however, that Warrant Agent or the Secretary or Assistant Secretary of the Company may not redeem this Warrant or provide that notice of redemption has been mailed shall, in the Redemption Notice absence of fraud, be prima facie evidence of the facts stated therein. Notwithstanding the foregoing, Registered Holders will have exercise rights until the close of business on or before February 27, 2005the day immediately preceding the date fixed for redemption. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. 11.1 At any time after issuance, on not less than thirty (a30) Subject to the terms of this Section 4, the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' days nor more than 60 days prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such , to all of the Holders of the issued and outstanding Warrants issued in the Offering may be redeemed, in whole or in part, at the option of the Company, at a redemption price of $.10 per Warrant (the "Redemption Notice shall be Price"), provided to that: (i) a registration statement covering the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify Warrant Stock filed under the time, manner Securities Act is declared effective by the Commission and place of redemption, including without limitation remains effective on and through the date on which this Warrant shall be redeemed fixed for redemption of the Warrants (the "Redemption Date"); and (ii) and the Market Price for a share of Common Stock exceeds a 200% premium to the Current Warrant Price for twenty (20) out of thirty (30) trading days immediately preceding the date of the Redemption Price payable to Notice. 11.2 The Redemption Notice shall specify (i) the Registered Holder Redemption Price, (assuming that this Warrant is not exercised on or prior to ii) the Redemption Date). , (ciii) Notwithstanding the foregoingplace where the Warrant certificates shall be delivered and the redemption price paid, and (iv) that the Company may not redeem right to exercise this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)New York time) on the business day immediately preceding the Redemption Date. 11.3 Any right to exercise a Warrant shall terminate at 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. 11.4 From and after the Redemption Date, the Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company 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.

Redemption of Warrants. The Company may at any time elect to redeem all the Warrants of a particular class at a price of $.00l for each Warrant in the event a current registration under the Securities Act of 1933, as amended (a) Subject the "Act"), is then in effect with respect to the terms shares of this Section 4Common Stock issuable upon exercise of the particular Warrants and the average of the closing prices for the Company's Common Stock, as reported by the securities exchange on which the Common Stock is listed, The Nasdaq Stock Market ("Nasdaq"), the NASD OTC Electronic Bulletin Board (the "Bulletin Board") or National Quotation Bureau, Incorporated ("NQB") or other reporting agency, as the case may be, for thirty (30) consecutive trading days equals or exceeds 125% of the Exercise Price for the particular class. If the Company shall have the right elect to redeem the Warrants of a particular class as permitted by this Warrant for a Section 3, notice of redemption price (the "Redemption Price") equal shall be given to the result obtained holders of all outstanding Warrants of such class by multiplying (i) $0.01 mailing, by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splitsfirst class mail, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written a notice to the Registered Holder of such redemption not less than thirty (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date"30) and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date fixed by the Company provides for redemption to their last addresses as they shall appear upon the Redemption Notice Warrant registry books, but failure to give such notice by mailing to the Registered Holder is greater than holder of any Warrant of such class, or equal any defect therein, shall not affect the validity of the proceedings for the redemption of any other Warrants of such class. Such notice shall specify the date fixed for redemption and the redemption price at which the Warrants of the particular class are to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassificationsbe redeemed, and similar transactions affecting shall state that payment of the Common Stock); providedredemption price of the Warrants will be made at the office of the Company, howeveror any Warrant agent, upon presentation and surrender of such Warrants within thirty (30) days following the redemption date, shall also state that the Company may not redeem this Warrant or provide right to exercise the Redemption Notice particular Warrants will terminate at the close of business on or before February 27, 2005. the business day preceding the date fixed for redemption (dstating the date of such termination) This Warrant shall cease to be exercisable and shall be terminated and state the Exercise Price for the particular class of no further force or effect effective at 5:00 p.m. (Boston Time)Warrants being redeemed.

Redemption of Warrants. (a) Subject to The Unit Warrants outstanding at the terms time of this Section 4, the Company shall have the right to redeem this Warrant for a redemption may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days prior notice as provided in Section 8(d) below, which notice may not be given before, but may be given at any time after the date on which the closing price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)Stock on the principal exchange or trading facility on which it is then traded has equaled or exceeded $____ for five consecutive trading days. (b) The Company shall exercise this redemption right by providing price at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall Unit Warrants may be redeemed (the "“Redemption Date"Price”) is $0.003 per Unit Warrant. On and after the redemption date, the holders of record of redeemed Unit Warrants shall be entitled to payment of the Redemption Price payable upon surrender of the Warrant Certificates of such redeemed Unit Warrants to the Registered Holder (assuming that this Company at the office of the Warrant is not exercised on or prior to the Redemption Date)Agent. (c) Notice of redemption of Unit Warrants shall be given at least 30 days prior to the redemption date by notifying the Warrant Agent in writing, by notifying the Warrant Holders via publication of a press release, and by taking other steps as may be required under applicable law. (d) From and after the redemption date, all rights of the holders with respect to the redeemed Unit Warrants (except the right to receive the Redemption Price) shall terminate, but only if (i) no later than one day prior to the redemption date the Company shall have irrevocably deposited with the Warrant Agent as paying agent a sufficient amount to pay on the redemption date the Redemption Price for all Unit Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent no later than one day prior to the redemption date. Notwithstanding the foregoing, the Company may not redeem this will extend a three day "protect" period beginning on and continuing two days after the redemption date so that any Unit Warrant or provide for which notice of exercise is received in the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 three business days prior to the redemption date shall be deemed exercised so long as the Exercise Price is received by the Warrant Agent no more than three business days after the notice of exercise. (e) On the redemption date, the Warrant Agent shall pay to the holders of record of redeemed Unit Warrants all monies received by the Warrant Agent for the redemption of Unit Warrants to which the holders of record of such redeemed Unit Warrants who shall have surrendered their Warrant Certificates are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Unit Warrants except to the extent that funds for such payment have been provided to it by the Company. (f) All amounts deposited with the Warrant Agent that are not required for redemption of Unit Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the redemption date shall be redelivered back to the Company, and thereafter the holders of the Unit Warrants called for redemption for which such funds were deposited shall look solely to the Company provides for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. (g) If the company fails to make a sufficient deposit with the Warrant Agent as provided above, the holder of any Unit Warrants called for redemption may at the option of the holder (i) by notice to the Company declare the notice of redemption a nullity as to such holder, or (ii) maintain an action against the Company for the Redemption Notice Price. If the holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the holder fails to bring an action against the Company for the Redemption Price within 60 days after the redemption date, the holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such holder and such notice shall be without any force or effect as to such holder. Except as otherwise specifically provided in this paragraph 8(g), a notice of redemption, once mailed by the Company as provided in paragraph 8(c) shall be irrevocable. (h) Notwithstanding anything to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splitscontrary in this Section 8, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem provide notice of any redemption pursuant to this Warrant or provide Section 8 at any time at which the Warrants are not currently exercisable as a result of the application of Section 12. If, during the period between notice of redemption and the Redemption Notice on or before February 27Date, 2005. (d) This Warrant the Unit Warrants become not currently exercisable as a result of the application of Section 12, the Redemption Date shall cease be extended to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)the tenth business day after such restriction on exercise lapses.

Redemption of Warrants. (a1) Subject In the event that the Corporation redeems all or a portion of a Holder’s Class A Restricted Voting Shares underlying the Class A Restricted Voting Units in accordance with the provisions of the Articles, then each Warrant forming part of the Class A Restricted Unit so redeemed shall be automatically redeemed by the Corporation, effective at the same time as the redemption of the Class A Restricted Voting Shares and without any further action by the Corporation or the Holder, for the Warrant Redemption Price, which Warrant Redemption Price shall be paid by the Corporation in the same manner and at the same time as payment is made in respect of the redemption of the applicable Class A Restricted Voting Share. Upon payment in cash of the Warrant Redemption Price in respect of the Warrants underlying the Class A Restricted Voting Units to be redeemed by the terms of this Section 4Corporation, the Company rights of the Holders in respect of such Warrants being redeemed, as Holders, shall be extinguished in their entirety. (2) On or before the automatic redemption date specified by the Corporation, the Corporation shall have the right to redeem this deposit the Warrant Redemption Price of any Warrants underlying the Class A Restricted Voting Units called for redemption in a redemption price (the "Redemption Price") equal special account with any chartered bank or trust company in Canada, such amount to be paid to, or to the result obtained by multiplying (i) $0.01 by (ii) order of, the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder respective holders of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of Warrants called for redemption, including without limitation upon deposit of the date on certificates or electronic or other book-entry positions, as applicable, representing the same (in each case and/or other documents reasonably requested by the Corporation or the Corporation’s transfer agent or CDS for the Warrants, properly completed), and, upon such deposit being made, the Warrants in respect of which this Warrant such deposit shall have been made shall be redeemed (the "Redemption Date") and the rights of the holders thereof, after such deposit, shall be limited to receiving, out of the moneys so deposited, without interest on such deposited moneys, the Warrant Redemption Price payable applicable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price their respective Warrants against deposit of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to certificates or electronic or other book-entry positions, as applicable, representing such Warrants and other documents reasonably requested by the date Corporation or the Company provides Corporation’s transfer agent or CDS for the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splitsWarrants, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005properly completed. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to Beginning ______ after the terms closing of this Section 4the Public Offering, the Company shall have Class C Warrants outstanding at the right to redeem this Warrant for time of a redemption may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days prior notice as provided in Section 8(c) below, which notice may not be given before, but may be given at any time after the date on which the closing price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)Stock on the principal exchange or trading facility on which it is then traded has equaled or exceeded $_____ [200% of the public offering price of the Units] for five consecutive trading days. (b) The Company shall exercise this redemption right by providing price at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall Class C Warrants may be redeemed (the "“Redemption Date"Price”) is $0.05 per Warrant. On and after the redemption date the holders of record of redeemed Class C Warrants shall be entitled to payment of the Redemption Price payable upon surrender of the Warrant Certificates of such redeemed Class C Warrants to the Registered Holder (assuming that this Company at the office of the Warrant is not exercised on or prior to the Redemption Date)Agent. (c) Notice of redemption of Class C Warrants shall be given at least 30 days prior to the redemption date by notifying the Warrant Agent in writing, by notifying the Warrant Holders of the Class C Warrants via publication of a press release, and by taking such other steps as may be required under applicable law. (d) From and after the redemption date, all rights of the holders with respect to the redeemed Class C Warrants (except the right to receive the Redemption Price) shall terminate, but only if (i) no later than one day prior to the redemption date the Company shall have irrevocably deposited with the Warrant Agent as paying agent a sufficient amount to pay on the redemption date the Redemption Price for all Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent no later than one day prior to the redemption date. Notwithstanding the foregoing, the Company may not redeem this will extend a three day "protect" period beginning on and continuing two days after the redemption date so that any Class C Warrant or provide for which notice of exercise is received in the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 three business days prior to the redemption date shall be deemed exercised so long as the Exercise Price is received by the Warrant Agent no more than three business days after the notice of exercise. (e) On the redemption date, the Warrant Agent shall pay to the holders of record of redeemed Class C Warrants all monies received by the Warrant Agent for the redemption of Class C Warrants to which the holders of record of such redeemed Warrants who shall have surrendered their Warrant Certificates are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Class C Warrants except to the extent that funds for such payment have been provided to it by the Company. (f) All amounts deposited with the Warrant Agent that are not required for redemption of Class C Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the redemption date shall be redelivered back to the Company, and thereafter the holders of the Class C Warrants called for redemption for which such funds were deposited shall look solely to the Company provides for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. (g) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the holder of any Class C Warrants called for redemption may at the option of the holder (i) by notice to the Company declare the notice of redemption a nullity as to such holder, or (ii) maintain an action against the Company for the Redemption Notice Price. If the holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the holder fails to bring an action against the Company for the Redemption Price within 60 days after the redemption date, the holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such holder and such notice shall be without any force or effect as to such holder. Except as otherwise specifically provided in this paragraph 8(g), a notice of redemption, once published by the Company as provided in paragraph 8(c) shall be irrevocable. (h) Notwithstanding anything to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splitscontrary in this Section 8, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem provide notice of any redemption pursuant to this Warrant or provide Section 8 at any time at which the Class C Warrants are not currently exercisable as a result of the application of Section 12. If, during the period between notice of redemption and the Redemption Notice on or before February 27Date, 2005. (d) This Warrant the Class C Warrants become not currently exercisable as a result of the application of Section 12, the Redemption Date shall cease be extended to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)the tenth business day after such restriction on exercise lapses.

Redemption of Warrants. A. At any time on not less than ten (a10) Subject days prior written notice (the "REDEMPTION NOTICE"), to all of the terms Holders, all issued and outstanding Warrants issued in the Offering may be redeemed, in whole but not in part, at the option of this Section 4the Company, the Company shall have the right to redeem this Warrant for at a redemption price of $0.01 per Warrant (the "Redemption PriceREDEMPTION PRICE") equal to the result obtained by multiplying ), provided that: (i) $0.01 by the Market Price (as defined below) for a share of Common Stock equals or exceeds two hundred fifty (250%) percent of the then current Purchase Price for a period of twenty (20) consecutive Trading Days (as defined below) ending on the 2nd Trading Day prior to the date of the Redemption Notice (the "MARKING DATE"); (ii) if a registration statement covering the number of Warrant Shares that filed under the Registered Holder 1933 Act is entitled to purchase upon exercise declared effective by the Commission and remains effective on and through the date fixed for redemption of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption Warrants (the "Redemption NoticeREDEMPTION DATE"). Such Redemption Notice shall be provided to , and (iii) the Registered Holder in accordance with Section 10 average daily trading volume of this Warrant. the Common Stock for the twenty (20) consecutive Trading Days on the Trading Market is no less than 200,000 shares of Common Stock for each such Trading Day through the Marking Date. B. The Redemption Notice shall specify (i) the timeRedemption Price, manner (ii) the Redemption Date, (iii) the place where the Warrant certificates shall be delivered and place of redemptionthe redemption price paid, including without limitation and (iv) that the date on which right to exercise this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)New York time) on the Business Day immediately preceding the Redemption Date. C. Any right to exercise a Warrant shall terminate at 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. D. From and after the Redemption Date, the Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company 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.

Redemption of Warrants. (a) Subject Upon the occurrence of a Trading Remarketing Event or a Legal Cause Remarketing Event, the Company may elect to redeem the Warrants, subject to the terms of this Section 4, the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)conditions herein. (b) The Subject to satisfaction of the Redemption Conditions, the Company shall exercise this redemption right by providing at least 30 days' prior written notice redeem the Warrants on the Redemption Date for cash in an amount equal to the Registered Holder Warrant Value as of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to day next preceding the Registered Holder Remarketing Date in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date)3.04. (c) Notwithstanding the foregoingA Holder may elect to exercise a Warrant in lieu of Redemption, the Company may not redeem this if (i) such Warrant or provide the Redemption Notice is held pursuant to the Registered Unit Agreement, and such Holder unless has opted out of participating in the closing sales price of Remarketing, by notice given to the Common Stock Warrant Agent and the Unit Agent as provided in the Unit Agreement; or (ii) such Warrant is not held pursuant to the Unit Agreement, by notice given to the Warrant Agent, in each case prior to 5:00 p.m., New York time, on each day of a 20 consecutive trading day period ending within 30 days the Business Day prior to the date related Redemption Date. In the Company provides absence of an election to exercise a Warrant in lieu of a Redemption, a Holder will be deemed to have elected to have its Warrants redeemed on the Redemption Notice Date. (d) If a Holder elects to exercise a Warrant pursuant to paragraph (b) above, then such Holder shall tender the Registered Holder is greater than or equal to $1.34 (subject to adjustment Exercise Price for stock splits, stock dividends, combinations, recapitalizations, reclassificationssuch Warrant as a Cash Payment, and similar transactions affecting shall follow the Common Stock)procedures set forth in Section 3.02; provided, however, that if (i) such Warrant is, on the Company may Remarketing Date, held pursuant to the Unit Agreement, (ii) such Holder has not redeem this opted out of participating in the Remarketing, and (iii) a Successful Remarketing shall have occurred, then the Exercise Price of such Warrant or provide shall be deemed to have been paid by a Remarketing Payment, and the Redemption Notice on or before February 27Remarketing Agent shall, 2005in connection with such Remarketing Payment, apply the proceeds of the Remarketing of the related Preferred Security in accordance with the terms of the Remarketing Agreement and the Unit Agreement. (de) This Any Warrant shall redeemed or exercised pursuant to the provisions of this Section shall, upon such redemption or exercise, cease to be exercisable outstanding. (f) If a Redemption cannot occur because of an inability to satisfy the Redemption Conditions, the Company shall promptly notify the Warrant Agent and each Holder (at its address specified in the Warrant Register) thereof. Such event shall be terminated not constitute a default under this Agreement so long as the Company is exercising its best efforts to satisfy the Redemption Conditions and is not otherwise in violation of no further force or effect effective at 5:00 p.m. this Agreement (Boston Time)including the provisions of Article VII hereof) and the Company may, under such circumstances, subsequently seek to remarket the Preferred Securities and contemporaneously redeem the Warrants.

Redemption of Warrants. (a1) Subject If the Corporation fails to complete the terms of this Section 4, the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised Mindscape Acquisition on or prior to the Qualification Deadline, the Corporation shall forthwith after such failure (but in any event within five business days following the Qualification Deadline) give notice thereof to each of the Warrantholders and to the Trustee (the date of such notice being hereafter referred to as the "Notice Date"). Such notice shall specify (i) that the Corporation shall be deemed to have redeemed all of the Warrants on the Notice Date, and that each Warrantholder shall be deemed to have sold his Warrants to the Corporation on the Notice Date and, in connection therewith, to have surrendered his Warrants for cancellation, in each case, for a redemption price per Warrant equal to the Redemption Amount and (ii) that the Trustee shall, not later than three Business Days after the Notice Date), send by ordinary mail to each such Warrantholder, or to such person as such holder may otherwise specify by written notice to the Trustee prior to such mailing, at the address of such holder or, if so specified, of such person, a cheque or bank draft made payable to or to the order of such holder or, if so specified, such person, in an aggregate amount equal to the Redemption Amount for each unexercised Warrant held by such Warrantholder less applicable withholding taxes, if any. (c2) Notwithstanding If the foregoing, Corporation fails to complete the Company may not redeem this Warrant Mindscape Acquisition on or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the Qualification Deadline as contemplated by subsection 3.04(1), on the Notice Date the Corporation shall redeem, and shall be deemed to have redeemed, all of the Warrants outstanding on such date and each Warrantholder shall sell, and be deemed to have sold, his Warrants to the Company provides Corporation on such date and, in connection therewith, to have surrendered his Warrants for cancellation, in each case, for a redemption price per Warrant equal to the Redemption Notice Amount and, in each case, without any further action on the part of the Corporation or any Warrantholder. Within three Business Days of the Corporation having given the notice contemplated by subsection 3.04(1), the Trustee shall send by ordinary mail to each Warrantholder, or to such person as such holder may otherwise specify by written notice to the Registered Holder is greater than Trustee prior to such mailing, at the address of such holder or, if so specified, such person, a cheque or bank draft made payable to or to the order of such holder or, if so specified, such person, in an aggregate amount equal to $1.34 (subject the Redemption Amount for each unexercised Warrant held by such Warrantholder less applicable withholding taxes, if any. Subject to adjustment for stock splitsthe Corporation's obligations pursuant to Section 3.05, stock dividends, combinations, recapitalizations, reclassificationsthe Corporation hereby authorizes and directs the Trustee, and similar transactions affecting the Common Stock); providedTrustee is hereby authorized and directed, however, that to use the Company may not redeem this Warrant or provide Escrowed Funds to satisfy all such cheques and/or bank drafts issued in payment of the aggregate Redemption Notice on or before February 27, 2005Amount as aforesaid. (d3) This Upon such payment and the cheque or bank draft being satisfied at par on presentation, all rights under any Warrant shall in respect of which such payment has been made will wholly cease to and terminate and the Warrant certificate therefor will be exercisable and shall be terminated void and of no further force or effect effective effect. (4) If a Warrantholder requests that a cheque or bank draft referred to above be made payable to a person other than the registered Warrantholder, the Warrantholder's signature on his written notice to the Trustee specifying such other person should be guaranteed by a Canadian chartered bank, by a trust company or a member firm of The Toronto Stock Exchange. (5) Any payment made in accordance with these provisions shall, to the extent of the sum represented thereby, satisfy and discharge all liability of the Corporation with respect to such payment, unless the cheque or bank draft is not paid at 5:00 p.m. par on presentation. In the event of non-receipt of any cheque or bank draft by a person to whom it is so sent as aforesaid, or the loss or destruction thereof, the Trustee will issue to such person a replacement cheque or bank draft for like amount upon being furnished with such evidence of non-receipt, loss or destruction and with such indemnity as the Trustee may reasonably require. The balance of the funds held by the Trustee, if any, after any payments referred to above, will be paid to the Corporation not later than 12:00 (Boston Time)noon) (Toronto time) on October 1, 1998.

Redemption of Warrants. (a) Subject to the terms of this Section 4, the Company shall have the right right, to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 2.60 per share (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, provided however that the Company may not redeem this the Warrant or provide the Redemption Notice on or before February 27October 20, 2005. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to The Unit Warrants outstanding at the terms time of this Section 4, the Company shall have the right to redeem this Warrant for a redemption may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days prior notice as provided in Section 8(d) below, which notice may not be given before, but may be given at any time after the date on which the closing price (of the "Redemption Price") equal to Company’s common stock on the result obtained by multiplying (i) principal exchange or trading facility on which it is then traded has equaled or exceeded $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment ____ for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)five consecutive trading days. (b) The Company shall exercise this redemption right by providing price at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall Unit Warrants may be redeemed (the "“Redemption Date"Price”) is $ per Unit Warrant. On and after the redemption date, the holders of record of redeemed Unit Warrants shall be entitled to payment of the Redemption Price payable upon surrender of the Warrant Certificates of such redeemed Unit Warrants to the Registered Holder (assuming that this Company at the office of the Warrant is not exercised on or prior to the Redemption Date)Agent. (c) Notice of redemption of Unit Warrants shall be given at least 30 days prior to the redemption date by mailing, by registered or certified mail, return receipt requested, a copy of such notice to the Warrant Agent and to all of the holders of record of redeemed Unit Warrants at their respective addresses appearing on the books or transfer records of the Warrant Agent or such other address designated in writing by the holder of record to the Warrant Agent not less than 40 days prior to the redemption date. (d) From and after the redemption date, all rights of the holders with respect to the redeemed Unit Warrants (except the right to receive the Redemption Price) shall terminate, but only if (i) no later than one day prior to the redemption date the Company shall have irrevocably deposited with the Warrant Agent as paying agent a sufficient amount to pay on the redemption date the Redemption Price for all Unit Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent no later than one day prior to the redemption date. (e) On the redemption date, the Warrant Agent shall pay to the holders of record of redeemed Unit Warrants all monies received by the Warrant Agent for the redemption of Unit Warrants to which the holders of record of such redeemed Unit Warrants who shall have surrendered their Warrant Certificates are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Unit Warrants except to the extent that funds for such payment have been provided to it by the Company. (f) All amounts deposited with the Warrant Agent that are not required for redemption of Unit Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the redemption date shall be redelivered back to the Company, and thereafter the holders of the Unit Warrants called for redemption for which such funds were deposited shall look solely to the Company for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. (g) If the company fails to make a sufficient deposit with the Warrant Agent as provided above, the holder of any Unit Warrants called for redemption may at the option of the holder (i) by notice to the Company declare the notice of redemption a nullity as to such holder, or (ii) maintain an action against the Company for the Redemption Price. If the holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the holder fails to bring an action against the Company for the Redemption Price within 60 days after the redemption date, the holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such holder and such notice shall be without any force or effect as to such holder. Except as otherwise specifically provided in this paragraph 8(g), a notice of redemption, once mailed by the Company as provided in paragraph 8(c) shall be irrevocable. (h) Notwithstanding anything to the foregoingcontrary in this Section 8, the Company may not redeem provide notice of any redemption pursuant to this Warrant or provide Section 8 at any time at which the Warrants are not currently exercisable as a result of the application of Section 12. If, during the period between notice of redemption and the Redemption Notice to Date, the Registered Holder unless the closing sales price Unit Warrants become not currently exercisable as a result of the Common Stock on each day application of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides Section 12, the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant Date shall cease be extended to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)the tenth business day after such restriction on exercise lapses.

Redemption of Warrants. (a1) Subject If the Corporation fails to the terms of this Section 4, the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised obtain Transaction Approval on or prior to the Qualification Deadline, the Corporation shall forthwith after such failure (but in any event within five business days following the Qualification Deadline) give notice thereof to each of the Warrantholders and to the Trustee (the date of such notice being hereafter referred to as the "Notice Date"). Such notice shall specify (i) that the Corporation shall be deemed to have redeemed all of the Warrants on the Notice Date, and that each Warrantholder shall be deemed to have sold his Warrants to the Corporation on the Notice Date and, in connection therewith, to have surrendered his Warrants for cancellation, in each case, for a redemption price per Warrant equal to the Redemption Amount and (ii) that the Trustee shall, not later than three Business Days after the Notice Date), send by ordinary mail to each such Warrantholder, or to such person as such holder may otherwise specify by written notice to the Trustee prior to such mailing, at the address of such holder or, if so specified, of such person, a cheque or bank draft made payable to or to the order of such holder or, if so specified, such person, in an aggregate amount equal to the Redemption Amount for each unexercised Warrant held by such Warrantholder less applicable withholding taxes, if any. (c2) Notwithstanding If the foregoing, the Company may not redeem this Warrant Corporation fails to obtain Transaction Approval on or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the Qualification Deadline as contemplated by subsection 3.04(1), on the Notice Date the Corporation shall redeem, and shall be deemed to have redeemed, all of the Warrants outstanding on such date and each Warrantholder shall sell, and be deem to have sold, his Warrants to the Company provides Corporation on such date and, in connection therewith, to have surrendered his Warrants for cancellation, in each case, for a redemption price per Warrant equal to the Redemption Notice Amount and, in each case, without any further action on the part of the Corporation or any Warrantholder. Within three Business Days of the Corporation having given the notice contemplated by subsection 3.04(1), the Trustee shall send by ordinary mail to each Warrantholder, or to such person as such holder may otherwise specify by written notice to the Registered Holder is greater than Trustee prior to such mailing, at the address of such holder or, if so specified, such person, a cheque or bank draft made payable to or to the order of such holder or, if so specified, such person, in an aggregate amount equal to $1.34 (subject the Redemption Amount for each unexercised Warrant held by such Warrantholder less applicable withholding taxes, if any. Subject to adjustment for stock splitsthe Corporation's obligations pursuant to Section 3.05, stock dividends, combinations, recapitalizations, reclassificationsthe Corporation hereby authorizes and directs the Trustee, and similar transactions affecting the Common Stock); providedTrustee is hereby authorized and directed, however, that to use the Company may not redeem this Warrant or provide Escrowed Funds to satisfy all such cheques and/or bank drafts issued in payment of the aggregate Redemption Notice on or before February 27, 2005Amount as aforesaid. (d3) This Upon such payment and the cheque or bank draft being satisfied at par on presentation, all rights under any Warrant shall in respect of which such payment has been made will wholly cease to and terminate and the Warrant certificate therefor will be exercisable and shall be terminated void and of no further force or effect effective effect. (4) If a Warrantholder requests that a cheque or bank draft referred to above be made payable to a person other than the registered Warrantholder, the Warrantholder's signature on his written notice to the Trustee specifying such other person should be guaranteed by a Canadian chartered bank, by a trust company or a member firm of The Toronto Stock Exchange. (5) Any payment made in accordance with these provisions shall, to the extent of the sum represented thereby, satisfy and discharge all liability of the Corporation with respect to such payment, unless the cheque or bank draft is not paid at 5:00 p.m. par on presentation. In the event of non-receipt of any cheque or bank draft by a person to whom it is so sent as aforesaid, or the loss or destruction thereof, the Trustee will issue to such person a replacement cheque or bank draft for like amount upon being furnished with such evidence of non-receipt, loss or destruction and with such indemnity as the Trustee may reasonably require. The balance of the funds held by the Trustee, if any, after any payments referred to above, will be paid to the Corporation not later than 12:00 (Boston Time)noon) (Toronto time) on June 1, 1998.

Redemption of Warrants. (a) Subject to the terms of this Section 4A. At any time on or after __________, 1998, the Company shall have may, at its option, redeem some or all of the right to redeem this Warrant outstanding Warrants at $0.05 per Warrant, upon thirty (30) days prior written notice, if the closing sale price of the Common Stock on any national securities exchange or the closing bid quotation on the Nasdaq Small-Cap Market has equaled or exceeded $_____ for a twenty (20) consecutive trading days within the 30 day period immediately preceding the date notice of redemption price is given (the "Redemption Price") equal ). In the event of an adjustment in the Warrant Price pursuant to ss.8, the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)shall also be automatically adjusted. (b) B. The election of the Company shall exercise this redemption right by providing at least 30 days' prior written notice to redeem some or all of the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice Warrants shall be provided to evidenced by a resolution of the Registered Holder in accordance with Section 10 Board of this Warrant. The Redemption Notice shall specify Directors of the time, manner and place of redemption, including without limitation Company. C. Warrants may be exercised at any time on or before the date on which this Warrant shall be redeemed fixed for redemption (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is ). D. Notice of redemption shall be given by first class mail, postage prepaid, mailed not exercised on or less than 30 nor more than 60 days prior to the Redemption Date)., to each holder of Warrants, at his address appearing in the Warrant register. All notices of redemption shall state: (c1) Notwithstanding The Redemption Date; (2) That on the foregoingRedemption Date the Redemption Price will become due and payable upon each Warrant; (3) The place where such Warrants are to be surrendered for redemption and payment of the Redemption Price; and (4) The current Warrant Price of the Warrants, the Company place or places where such Warrants may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment be surrendered for stock splits, stock dividends, combinations, recapitalizations, reclassificationsexercise, and similar transactions affecting the Common Stock); provided, however, that time at which the Company may not redeem right to exercise the Warrants will terminate in accordance with this Warrant or provide the Redemption Notice on or before February 27, 2005Agreement. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. Once the redeemable Warrants become exercisable, enGene may redeem the outstanding Warrants (aexcept as described herein): • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Common Shares equals or exceeds $18.00 per share (as adjusted as described below) Subject for any 20 trading days within a 30-trading day period ending three trading days before enGene send the notice of redemption to the terms warrant holders. enGene will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Common Shares issuable upon exercise of the Warrants is then effective and a current prospectus relating to those Common Shares is available throughout the 30-day redemption period. If and when the Warrants become redeemable by enGene, enGene may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The last of the redemption criterion discussed above is designed to prevent a redemption call unless there is at the time of the call a significant premium to the Warrant exercise price. If the foregoing conditions are satisfied and enGene issues a notice of redemption of the Warrants, each warrant holder is entitled to exercise his, her or its Warrant prior to the scheduled redemption date. However, the price of the Common Shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Warrants — Redemption Procedures — Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) Warrant exercise price after the redemption notice is issued. If enGene calls the Warrants for redemption as described above, enGene will have the option to require any holder that wishes to exercise its Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their Warrants on a “cashless basis,” enGene will consider, among other factors, its cash position, the number of Warrants that are outstanding and the dilutive effect on its shareholders of issuing the maximum number of Common Shares issuable upon the exercise of its Warrants. If enGene takes advantage of this Section 4option, all holders of Warrants would pay the Company shall have the right to redeem this Warrant exercise price by surrendering their Warrants for a redemption price (the "Redemption Price") that number of Common Shares equal to the result quotient obtained by multiplying dividing (ix) $0.01 by (ii) the product of the number of Warrant Common Shares that underlying the Registered Holder is entitled to purchase upon Warrants, multiplied by the difference between the exercise price of this Warrant immediately prior to the termination of this Warrant under Section 4(dWarrants and the “fair market value” (defined below) below by (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting y) the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrantfair market value. The Redemption Notice shall specify “fair market value” means the time, manner and place 10-day average closing price as of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable notice of redemption is sent to the Registered Holder (assuming holders of the Warrants. If enGene takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Common Shares to be received upon exercise of the Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of Common Shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to enGene if it does not need the cash from the exercise of the Warrants after the Business Combination. If enGene calls its Warrants for redemption and does not take advantage of this option, FEAC’s sponsor, Forbion Growth Sponsor FEAC I B.V., and its permitted transferees would still be entitled to exercise their Warrants for cash or on a cashless basis using the same formula described above that this Warrant is not exercised other warrant holders would have been required to use had all warrant holders been required to exercise their Warrants on or prior a cashless basis, as described in more detail below. No fractional Common Shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, enGene will round down to the Redemption Date). (c) Notwithstanding nearest whole number of the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice number of Common Shares to be issued to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005holder. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject At any time after November 9, 2014, subject to the terms of this Section 4, the Company shall have the right to redeem all or a portion of this Warrant for a redemption price (the "“Redemption Price"”) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to all or the termination portion of this Warrant under Section 4(d) below that is being redeemed (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' ’ prior written notice to the Registered Holder of such redemption (the "“Redemption Notice"”). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 19 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "“Redemption Date"”) and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder (i) unless the closing sales price of the Common Stock on each day for twenty (20) or more trading days in a period of a 20 thirty (30) consecutive trading day period days ending within 30 thirty (30) days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 ____ (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company ) and (ii) with respect to any portion of this Warrant which may not redeem this Warrant or provide be exercised by the Registered Holder as of the time of the Redemption Notice on or before February 27, 2005under Section 1(e). (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)time) on the Redemption Date. If the Registered Holder does not exercise this Warrant on or prior to the Redemption Date, the Registered Holder shall surrender this Warrant to the Company on the Redemption Date for cancellation. From and after the Redemption Date, the Registered Holder’s sole right hereunder shall be to receive the Redemption Price, without interest, upon presentation and surrender of this Warrant for cancellation. (e) Notwithstanding anything to the contrary set forth in this Section 4, no redemptions may be effected by the Company pursuant to this Section 4 unless and until such redemption has been approved by a majority in number of the directors of the Company that are not affiliated with any holder of the Series E Preferred Stock or the Series Warrants and were not elected as a director of the Corporation as a result of being nominated or submitted for consideration by any holder of the Series E Preferred Stock or Series Warrants or any affiliate thereof.

Redemption of Warrants. (a) Subject to Commencing on the terms date following the final closing of this Section 4, the Company shall have the right to redeem private placement in which this Warrant for a redemption price was sold, on not less than ten (the "Redemption Price"10) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided , to the Registered Holder in accordance with Section 10 holder of this Warrant. The , this Warrant may be redeemed, at the option of the Company, in whole and not in part, at a redemption price of $2.25 (the "Redemption Price"), provided (i) the "Market Price" of a share of Common Stock shall equal at least the Redemption Price for the twenty (20) consecutive Trading Days ending on the Trading Day immediately prior to the date of the Redemption Notice shall specify (the time"Target Price"), manner subject to adjustments as set forth in Section 11 hereof, (ii) the Company then has sufficient authorized capital to permit issuance of the full number of Warrant Shares upon exercise of the Warrant, (iii) the Warrant Shares are listed or included for trading on a Trading Market and place (iv) a registration statement covering the Warrant Shares filed under the Securities Act of redemption1933, including without limitation as amended (the "Securities Act") has been declared effective by the Securities and Exchange Commission and remains effective on the date on which fixed for redemption of this Warrant shall be redeemed (the "Redemption Date"). For purposes of this Warrant, Market Price is defined as the closing bid price per share of Common Stock on the principal Trading Market on which the Common Stock is included for trading; provided, that if there is no trading in the Common Stock on a particular Trading Day on the relevant principal Trading Market, the Market Price for that day shall be the Market Price on the last preceding Trading Day on which there was trading in the Common Stock on the principal Trading Market. (b) If the conditions set forth in Section 18 are met, and the Company desires to exercise its right to redeem this Warrant, it shall mail a Redemption Price payable Notice to the Registered Holder (assuming that registered holder of this Warrant is by first class mail, postage prepaid, not exercised on or prior to later than the Redemption Date)fifth (5th) day before the date fixed for redemption, as provided in Section 18(a) hereof. (c) Notwithstanding The Redemption Notice shall specify (i) the foregoingRedemption Price, (ii) the Redemption Date, (iii) the place where the Warrant certificates shall be delivered and the redemption price paid, and (iv) that the right to exercise this Warrant shall terminate at 5:00 p.m. (New York time) on the business day immediately preceding the Redemption 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, or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Company may not redeem this Warrant or provide that the Redemption Notice to has been mailed shall, in the Registered Holder unless the closing sales price absence of fraud, be prima facie evidence of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005facts stated therein. (d) This Any right to exercise a Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)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 Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company 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. (f) If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the Target Price shall be proportionately adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.

Redemption of Warrants. (a) Subject to the terms of this Section 4, the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder (i) prior to March 24, 2010 and (ii) unless the closing sales price of the Common Stock on each day of a 20 15 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting 250% of the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005Purchase Price then in effect. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to satisfaction of the terms of this Section 4Redemption Conditions, the Company shall have redeem the right to redeem this Warrant Warrants on the Redemption Date for a redemption price (the "Redemption Price") cash in an amount equal to the result obtained by multiplying (i) $0.01 by (ii) Warrant Value as of the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Remarketing Date in accordance with Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)3.04. (b) The Company shall A Holder may elect to exercise this redemption right by providing at least 30 days' prior written notice a Warrant in lieu of Redemption, if (i) such Warrant is held pursuant to the Registered Unit Agreement, and such Holder has opted out of such redemption (participating in the "Redemption Notice"). Such Redemption Notice shall be provided Remarketing, by notice given to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") Agent and the Redemption Price payable to Unit Agent as provided in the Registered Holder Unit Agreement; or (assuming that this ii) such Warrant is not exercised held pursuant to the Unit Agreement, by notice given to the Warrant Agent, in each case prior to 5:00 p.m., New York time, on or the Business Day prior to the related Redemption Date). In the absence of an election to exercise a Warrant in lieu of a Redemption, a Holder will be deemed to have elected to have its Warrants redeemed on the Redemption Date. (c) Notwithstanding If a Holder elects to exercise a Warrant pursuant to paragraph (b) above, then such Holder shall tender the foregoing, the Company may not redeem this Exercise Price for such Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of as a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassificationsCash Payment, and similar transactions affecting shall follow the Common Stock)procedures set forth in Section 3.02; provided, however, that if (i) such Warrant is, on the Company may Remarketing Date, held pursuant to the Unit Agreement, (ii) such Holder has not redeem this Warrant or provide opted out of participating in the Redemption Notice on or before February 27Remarketing, 2005. and (diii) This a Successful Remarketing shall have occurred, then the Exercise Price of such Warrant shall cease be deemed to be exercisable have been paid by a Remarketing Payment, and shall be terminated the Remarketing Agent will, in connection with such Remarketing Payment, apply the proceeds of the Remarketing of the related Preferred Security in accordance with the terms of the Remarketing Agreement and of no further force or effect effective at 5:00 p.m. (Boston Time)the Unit Agreement.

Redemption of Warrants. A. At any time on not less than ten (a10) Subject days' prior written notice (the "Redemption Notice") to all of the terms holders of this Section 4all issued and outstanding Warrants, such Warrants may be redeemed, in whole but not in part, at the Company shall have option of the right to redeem this Warrant for Company, at a redemption price of $0.01 per Warrant (the "Redemption Price") equal to the result obtained by multiplying ), provided that: (i) $0.01 by the Market Price (as defined below) for a share of Common Stock equals or exceeds two hundred fifty (250%) percent of the then current Purchase Price for a period of twenty (20) consecutive Trading Days (as defined below) ending on the 2nd Trading Day prior to the date of the Redemption Notice (the "Marking Date"); (ii) if a registration statement covering the number of Warrant Shares that filed under the Registered Holder 1933 Act is entitled to purchase upon exercise of this Warrant immediately prior to declared effective by the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, Commission and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner remains effective on and place of redemption, including without limitation through the date on which this Warrant shall be redeemed fixed for redemption of the Warrants (the "Redemption Date"), and (iii) and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price average daily trading volume of the Common Stock for the twenty (20) consecutive Trading Days on the Trading Market is no less than 200,000 shares of Common Stock for each day of a 20 consecutive trading day period ending within 30 days prior to such Trading Day through the date the Company provides Marking Date. B. The Redemption Notice shall specify (i) the Redemption Notice to Price, (ii) the Registered Holder is greater than or equal to $1.34 Redemption Date, (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassificationsiii) the place where the Warrant certificates shall be delivered and the redemption price paid, and similar transactions affecting the Common Stock); provided, however, (iv) that the Company may not redeem right to exercise this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)New York time) on the Business Day immediately preceding the Redemption Date. C. Any right to exercise a Warrant shall terminate at 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. D. From and after the Redemption Date, the Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company 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.

Redemption of Warrants. The Company may call the Warrants for redemption, in whole and not in part, at a price of $.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (a) Subject the Closing Price (as defined in Section 11(h)) has equalled or exceeded $14.25 per share for any 20 trading days within a 30-trading-day period ending on the third Business Day (as defined in Section 11) prior to the terms notice of this Section 4, redemption to Warrant holders and (b) at all times between the Company shall have date of such notice of redemption and the right to redeem this Warrant for redemption date a redemption price (registration statement is in effect covering the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase issuable upon exercise of this the Warrants and a current prospectus relating to those Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice")Shares is available. Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, no Private Warrants shall be redeemable at the option of the Company may so long as they are held by the Founders (as defined below), the Existing Holders or their respective Permitted Transferees, provided that the fact that one or more Private Warrants are non redeemable because of the reason described above shall not affect the Company’s right to redeem the Public Warrants and the Private Warrants that are not held by the Founders, the Existing Holders or their respective Permitted Transferees. For purposes of this Warrant or provide Agreement, the Redemption Notice to term “Founders” shall mean V-Nee Yeh, the Registered Holder unless the closing sales price Company’s Non-executive Chairman of the Common Stock on each day Board of a 20 consecutive trading day period ending within 30 days prior to Directors, Xxxxxx Xxx, the date Company’s Chief Executive Officer, Xxx Xxxx, the Company provides Company’s Co-Chief Investment Officer and Director, Xxxx Xxx, the Redemption Notice to Company’s Co-Chief Investment Officer, Xxxxxxx Xxx, the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splitsCompany’s Director, stock dividendsXxxxxxx Xxxx, combinationsthe Company’s Director, recapitalizationsXxxxx Xxxx Xxx Xx, reclassificationsthe Company’s Director, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005ASM SPAC. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to Commencing on the terms date following the final closing of this Section 4, the Company shall have the right to redeem private placement in which this Warrant for a redemption price was sold, on not less than ten (the "Redemption Price"10) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided , to the Registered Holder in accordance with Section 10 holder of this Warrant. The , this Warrant may be redeemed, at the option of the Company, in whole and not in part, at a redemption price of $1.75 (the "Redemption Price"), provided (i) the "Market Price" of a share of Common Stock shall equal at least the Redemption Price for the twenty (20) consecutive Trading Days ending on the Trading Day immediately prior to the date of the Redemption Notice shall specify (the time"Target Price"), manner subject to adjustments as set forth in Section 11 hereof, (ii) the Company then has sufficient authorized capital to permit issuance of the full number of Warrant Shares upon exercise of the Warrant, (iii) the Warrant Shares are listed or included for trading on a Trading Market and place (iv) a registration statement covering the Warrant Shares filed under the Securities Act of redemption1933, including without limitation as amended (the "Securities Act") has been declared effective by the Securities and Exchange Commission and remains effective on the date on which fixed for redemption of this Warrant shall be redeemed (the "Redemption Date"). For purposes of this Warrant, Market Price is defined as the closing bid price per share of Common Stock on the principal Trading Market on which the Common Stock is included for trading; provided, that if there is no trading in the Common Stock on a particular Trading Day on the relevant principal Trading Market, the Market Price for that day shall be the Market Price on the last preceding Trading Day on which there was trading in the Common Stock on the principal Trading Market. (b) If the conditions set forth in Section 18 are met, and the Company desires to exercise its right to redeem this Warrant, it shall mail a Redemption Price payable Notice to the Registered Holder (assuming that registered holder of this Warrant is by first class mail, postage prepaid, not exercised on or prior to later than the Redemption Date)fifth (5th) day before the date fixed for redemption, as provided in Section 18(a) hereof. (c) Notwithstanding The Redemption Notice shall specify (i) the foregoingRedemption Price, (ii) the Redemption Date, (iii) the place where the Warrant certificates shall be delivered and the redemption price paid, and (iv) that the right to exercise this Warrant shall terminate at 5:00 p.m. (New York time) on the business day immediately preceding the Redemption 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, or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Company may not redeem this Warrant or provide that the Redemption Notice to has been mailed shall, in the Registered Holder unless the closing sales price absence of fraud, be prima facie evidence of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005facts stated therein. (d) This Any right to exercise a Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)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 Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company 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. (f) If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the Target Price shall be proportionately adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.

Redemption of Warrants. (a) Subject Commencing on , 2004, on not less than ten (10) days’ written notice (the “Redemption Notice”), to the terms holder of this Section 4Warrant, the Company shall have the right to redeem this Warrant for may be redeemed, at the option of the Company, in whole and not in part, at a redemption price of $.01 per Warrant (the "“Redemption Price") equal to the result obtained by multiplying ”), provided (i) $0.01 by the “Market Price” of a share of Common Stock shall equal at least two hundred percent (200%) of the Exercise Price for the twenty (20) consecutive Trading Days ending on the Trading Day immediately prior to the date of the Redemption Notice (the “Target Price”), subject to adjustments as set forth in Section 11 hereof, (ii) the Company then has sufficient authorized capital to permit issuance of the full number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this the Warrant, (iii) the Warrant immediately prior to Shares are listed or included for trading on a Trading Market and (iv) a registration statement covering the termination Warrant Shares filed under the Securities Act of 1933, as amended (the “Securities Act”) has been declared effective by the Securities and Exchange Commission and remains effective on the date fixed for redemption of this Warrant under Section 4(d) below (such the “Redemption Date”). For purposes of this Warrant, Market Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting is defined as the closing bid price per share of Common Stock on the principal Trading Market on which the Common Stock)Stock is included for trading; provided, that if there is no trading in the Common Stock on a particular Trading Day on the relevant principal Trading Market, the Market Price for that day shall be the Market Price on the last preceding Trading Day on which there was trading in the Common Stock on the principal Trading Market. (b) The If the conditions set forth in Section 17 are met, and the Company desires to exercise its right to redeem this Warrant, it shall exercise this redemption right by providing at least 30 days' prior written notice mail a Redemption Notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 registered holder of this Warrant. Warrant by first class mail, postage prepaid, not later than the fifth (5th) day before the date fixed for redemption, as provided in Section 17(a) hereof. (c) The Redemption Notice shall specify (i) the timeRedemption Price, manner (ii) the Redemption Date, (iii) the place where the Warrant certificates shall be delivered and place of redemptionthe redemption price paid, including without limitation and (iv) that the date on which right to exercise this Warrant shall be redeemed terminate at 5:00 p.m. (New York time) on the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to business day immediately preceding the Redemption 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 (ca) Notwithstanding to whom notice was not mailed, or (b) whose notice was defective. An affidavit of the foregoing, Secretary or an Assistant Secretary of the Company may not redeem this Warrant or provide that the Redemption Notice to has been mailed shall, in the Registered Holder unless the closing sales price absence of fraud, be prima facie evidence of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005facts stated therein. (d) This Any right to exercise a Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)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 Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company 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. (f) If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the Target Price shall be proportionately adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.

Redemption of Warrants. (a) Subject At any time after [•], 2015, subject to the terms of this Section 4, the Company shall have the right to redeem all or a portion of this Warrant for a redemption price (the "“Redemption Price"”) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to all or the termination portion of this Warrant under Section 4(d) below that is being redeemed (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' ’ prior written notice to the Registered Holder of such redemption (the "“Redemption Notice"”). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 19 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "“Redemption Date"”) and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder (i) unless the closing sales price of the Common Stock on each day for twenty (20) or more trading days in a period of a 20 thirty (30) consecutive trading day period days ending within 30 thirty (30) days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 2.80 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company ) and (ii) with respect to any portion of this Warrant which may not redeem this Warrant or provide be exercised by the Registered Holder as of the time of the Redemption Notice on or before February 27, 2005under Section 1(e). (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)time) on the Redemption Date. If the Registered Holder does not exercise this Warrant on or prior to the Redemption Date, the Registered Holder shall surrender this Warrant to the Company on the Redemption Date for cancellation. From and after the Redemption Date, the Registered Holder’s sole right hereunder shall be to receive the Redemption Price, without interest, upon presentation and surrender of this Warrant for cancellation. (e) Notwithstanding anything to the contrary set forth in this Section 4, no redemptions may be effected by the Company pursuant to this Section 4 unless and until such redemption has been approved by a majority in number of the directors of the Company that are not affiliated with any holder of the Company’s Series E Convertible Preferred Stock, par value $0.01 per share (the “Series E Preferred Stock”) or the warrants issued pursuant to the Series E Purchase Agreement and were not elected as a director of the Corporation as a result of being nominated or submitted for consideration by any holder of the Series E Preferred Stock, or any affiliate thereof.

Redemption of Warrants. The Company may call the Warrants for redemption, in whole and not in part (a) Subject except as provided in the following paragraph), at a price of $0.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to the terms of this each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 46(a), the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying if, and only if, (i) the Closing Price has equaled or exceeded $0.01 by 14.25 per share for any 20 trading days within a 30-trading-day period ending on the third Business Day prior to the notice of redemption to Warrant holders and (ii) at all times between the number date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares that the Registered Holder is entitled to purchase issuable upon exercise of this the Warrants and a current prospectus relating to those Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice")Shares is available. Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, no Founders’ Warrants shall be redeemable at the option of the Company may so long as they are held by the Founders or a Permitted Transferee; provided that the fact that one or more Founders’ Warrants are non-redeemable because they are held by a Founder or a Permitted Transferee shall not affect the Company’s right to redeem this Warrant or provide the Redemption Notice all other Warrants pursuant to the Registered Holder unless the closing sales price preceding paragraph. The “Closing Price” of the Common Stock on each day any date of a 20 consecutive determination means; (i) the closing sale price for the regular trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than session (without considering after hours or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting other trading outside regular trading session hours) of the Common StockStock (regular way) on the New York Stock Exchange on that date (or, if no closing price is reported, the last reported sale price during that regular trading session); provided, (ii) if the Common Stock is not listed for trading on the New York Stock Exchange on that date, howeveras reported in the composite transactions for the principal United States securities exchange on which the Common Stock is so listed, (iii) if the Common Stock is not listed on a United States national or regional securities exchange, the last quoted bid price for the Common Stock in the over-the-counter market as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or (iv) if the Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for the Common Stock from at least three nationally recognized investment banking firms that the Company may not redeem selects for this Warrant or provide the Redemption Notice on or before February 27, 2005purpose. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (ai) Subject the Closing Price has equaled or exceeded $13.75 per share for any 20 trading days within a 30-trading-day period ending on the third Business Day prior to the terms notice of this Section 4, redemption to Warrant holders and (ii) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating to those Warrant Shares is available. If the Company elects to call the Warrants for redemption, it may require all Holders that wish to exercise Warrants to do so on a cashless basis as described in Section 6(c). Notwithstanding the foregoing, no Insider Warrants shall have be redeemable at the option of the Company so long as they are held by RAC Investors, LLC, a Delaware limited liability company (the “Sponsor”) or a Permitted Transferee; provided that the fact that one or more Insider Warrants are non-redeemable because they are held by the Sponsor or a Permitted Transferee shall not affect the Company’s right to redeem this Warrant for the Public Warrants and all Insider Warrants that are not held by the Sponsor or a redemption price (the "Redemption Price") equal Permitted Transferee pursuant to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) preceding paragraph. The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall Public Warrants may be provided to the Registered Holder exercised in accordance with Section 10 6(c) of this Warrant. The Redemption Notice Warrant Agreement at any time after notice of redemption shall specify have been given by the time, manner Company pursuant to Section 13 hereof and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoingtime and date fixed for redemption, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem elect to require that the Warrant Price for such Public Warrants be paid through a cashless exercise pursuant to Section 6(c) hereof. On and after the redemption date, the record holder of the Public Warrants shall have no further rights except to receive, upon surrender of the Public Warrants, the redemption price. Except for a redemption in accordance with this Warrant or provide the Redemption Notice on or before February 27Section 6, 2005. (d) This no holder of any Warrant shall cease be entitled to be exercisable and shall be terminated and any cash payment whatsoever from the Company in connection with the ownership, exercise or surrender of no further force or effect effective at 5:00 p.m. (Boston Time)any Warrant under this Agreement, regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants.

Redemption of Warrants. (a) Subject Notwithstanding anything to the terms of contrary contained in this Section 4Agreement, the Company shall have Class A Warrants are redeemable by the right to redeem this Warrant for Company, in whole but not in part, on not less than 30 days' prior written notice (the "Class A Redemption Notice"), at a redemption price (the "Redemption Price") equal of $.001 per Warrant, at any time on or after the Warrant Exercise Commencement Date. Each holder of a Class A Warrant will have full rights to exercise all of such holder's Class A Warrants subject to the result obtained by multiplying Class B Redemption Notice until 5:00 p.m., Henderson, Nevada time (the "Class A Accelerated Expiration Time"), on the business day immediately preceding the date (the "Class A Redemption Date") fixed for redemption in the Class A Redemption Notice. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company shall have the option, without further compensation to the holders of Class A Warrants other than the payment of the Redemption Price per Class A Warrant, to cause any or all of those Class A Warrants (each, a "Non-Exercised Class A Warrant") which were not properly exercised on or before the Class A Accelerated Expiration Time to be assigned to one or more third parties (each, a "Standby Purchaser"), effective immediately following the Class A Accelerated Expiration Time, for the consideration equal to $0.01 by .001 per Non-Exercised Class A Warrant payable to the Company, and (ii) each Standby Purchaser shall have the number of Warrant Shares that right to exercise the Registered Holder is entitled Non-Exercised Class A Warrants so assigned to purchase upon exercise of this Warrant immediately prior to such Standby Purchaser through the termination of this Warrant under Section 4(d) below (such fourteenth day following the Class A Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)Date. (b) The Company shall exercise Notwithstanding anything to the contrary contained in this redemption right Agreement, the Class B Warrants are redeemable by providing at least the Company, in whole but not in part, on not less than 30 days' prior written notice to the Registered Holder of such redemption (the "Class B Redemption Notice"), at the Redemption Price, at any time on or after the Warrant Exercise Commencement Date. Such Each holder of a Class B Warrant will have full rights to exercise all of such holder's Class B Warrants subject to the Class B Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the timeuntil 5:00 p.m., manner and place of redemptionHenderson, including without limitation the date on which this Warrant shall be redeemed Nevada time (the "Class B Accelerated Expiration Time"), on the business day immediately preceding the date (the "Class B Redemption Date") and fixed for redemption in the Class B Redemption Notice. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company shall have the option, without further compensation to the holders of Class B Warrants other than the payment of the Redemption Price per Class B Warrant, to cause any or all of those Class B Warrants (each, a "Non-Exercised Class B Warrant") which were not properly exercised on or before the Class B Accelerated Expiration Time to be assigned to one or more Standby Purchasers, effective immediately following the Class B Accelerated Expiration Time, for the consideration equal to $.001 per Non-Exercised Class B Warrant payable to the Registered Holder Company, and (assuming that this Warrant is not exercised on or prior ii) each Standby Purchaser shall have the right to exercise the Non-Exercised Class B Warrants so assigned to such Standby Purchaser through the fourteenth day following the Class B Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to Upon not less than thirty (30) days' notice, all but not less than all of the terms Warrants, may be redeemed, at the option of this Section 4the Company, the Company shall have the right to redeem this Warrant for at a redemption price of $.001 per Warrant (the "Redemption Price") equal to upon the result obtained by multiplying following conditions: (i) $0.01 by if a Registration Statement covering the resale of the Exercise Shares under the 1933 Act is effective as of that date; (ii) the number of Warrant Shares that the Registered Holder is entitled then under no contractual or other legal obligation to purchase refrain from selling the Shares of Common Stock issuable upon exercise of this Warrant immediately prior to the termination Warrants; and (iii) if the average of this Warrant under Section 4(d) below the closing bid prices of the Company's Common Stock as reported on the OTC Bulletin Board, American Stock Exchange or The NASDAQ SmallCap Market (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting or the last sales prices of the Common Stock)Stock listed on a national securities exchange or included in The NASDAQ National Market) exceeds $5.00 for any ten (10) consecutive trading days ending within fifteen (15) days of the notice of redemption. (b) The In the event the Company shall desire to exercise this its right to so redeem the Warrants, it may mail a notice or redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption the Warrants to be redeemed, first class, postage prepaid, not later than the thirtieth (30th) day before the "Redemption Notice")date fixed for redemption, at the last address as shall appear on the records of the Warrants. Such Redemption Notice Any notice mailed in the manner provided herein shall be provided conclusively presumed to have been duly given whether or not the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date)receives such notice. (c) Notwithstanding The notice of redemption shall specify (i) the foregoing, redemption price; (ii) the date fixed for redemption; (iii) the place where the Warrant Certificates shall be delivered and the redemption price paid; and (iv) that the right to exercise the Warrant shall terminate at 5:00 P.M. (Eastern Standard Time) on the business day immediately preceding the date fixed for redemption. The date fixed for the redemption of the Warrants shall be the Redemption 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 or (b) whose notice was defective. An affidavit of the Company may not redeem this Warrant or provide that notice of redemption has been mailed shall, in the Redemption Notice to the Registered Holder unless the closing sales price absence of fraud, be prima facie evidence of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005facts stated therein. (d) This Any right to exercise a Warrant shall cease terminate at 5:00 P.M. (Eastern Standard Time) on the business day immediately preceding the Redemption Date. On or after the Redemption Date, Holder shall have no further rights except to receive, upon surrender of the Warrant, the Redemption Price. (e) From and after the date specified for redemption, 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 thereof of one or more Warrants to be exercisable 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 each such Warrant. From and after the date fixed for redemption and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Warrants called for redemption, such Warrants shall be terminated expire and become void and all rights hereunder and under the Warrant certificates, except the right to receive payment of no further force or effect effective at 5:00 p.m. (Boston Time)the Redemption Price, shall cease.

Redemption of Warrants. (a) Subject to Commencing on the terms date following the final closing of this Section 4, the Company shall have the right to redeem private placement in which this Warrant for a redemption price was sold, on not less than ten (the "Redemption Price"10) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided , to the Registered Holder in accordance with Section 10 holder of this Warrant. The , this ------------------ Warrant may be redeemed, at the option of the Company, in whole and not in part, at a redemption price of $0.001 per Warrant (the "Redemption Price"), provided (i) the average Market Price of a share of Common Stock shall equal or exceed two (2) times the Exercise Price for the twenty (20) consecutive Trading Days ending on the Trading Day immediately prior to the date of the Redemption Notice shall specify (the time"Target Price"), manner subject to adjustments as set forth in Section 11(f) hereof, (ii) a registration statement covering the Warrant Shares filed under the Securities Act of 1933, as amended (the "Securities Act") has been declared effective by the Securities and place of redemption, including without limitation Exchange Commission and remains effective on the date on which fixed for redemption of this Warrant shall be redeemed (the "Redemption Date"). (b) If the conditions set forth in Section 18 are met, and the Company desires to exercise its right to redeem this Warrant, it shall mail a Redemption Price payable Notice to the Registered Holder (assuming that registered holder of this Warrant is by first class mail, postage prepaid, not exercised on or prior to later than the Redemption Date)fifth (5th) day before the date fixed for redemption, as provided in Section 18(a) hereof. (c) Notwithstanding The Redemption Notice shall specify (i) the foregoingRedemption Price, (ii) the Redemption Date, (iii) the place where the Warrant certificates shall be delivered and the redemption price paid, and (iv) that the right to exercise this Warrant shall terminate at 5:00 p.m. (New York time) on the business day immediately preceding the Redemption 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, or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Company may not redeem this Warrant or provide that the Redemption Notice to has been mailed shall, in the Registered Holder unless the closing sales price absence of fraud, be prima facie evidence of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005facts stated therein. (d) This Any right to exercise a Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)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 Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company 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. (f) If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the Target Price shall be proportionately adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.

Redemption of Warrants. (a) Subject to the terms of this Section 4Commencing on April 1, 2000, the Warrants shall be redeemable in whole or in part by the Company shall have the right to redeem this at a price of $.01 per Warrant for a redemption price (the "Redemption Price"), upon not less than 20 nor more than 60 days' prior written notice thereof (the date set for redemption in such notice being a "Redemption Date"), if the closing price of a share of Common Stock on the American Stock Exchange (or such other national securities exchange or the National Association of Securities Dealers' Automated Quotation National Market, as shares of Common Stock may then be listed or admitted for trading) equal to exceeds 125% of the result obtained by multiplying (i) $0.01 by (ii) the number then effective Exercise Price for at least 20 trading days out of Warrant Shares that the Registered Holder is entitled to purchase upon exercise a period of this Warrant immediately 30 consecutive trading days ending not more than 10 calendar days prior to the termination date of this such notice. If the Company shall determine to redeem less than all of the Warrants then outstanding, the Warrant under Section 4(d) below (Agent shall determine the Warrants to be redeemed by such manner or method as it shall deem fair and appropriate. In the event that the Company exercises its right to redeem any or all of the Warrants, such Warrants will be exercisable until 5:00 p.m., New York City time, on the applicable Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)Date. (b) The Company shall exercise this redemption right by providing at least 30 days' prior written give notice to the Registered Holder Warrant Agent of any redemption (a "Notice of Redemption") in sufficient time so that the Warrant Agent shall give the Notice of Redemption to all Holders of Warrants, to be redeemed at least 20 days prior to the applicable Redemption Date. Each Notice of Redemption shall: (a) specify the Redemption Date and the Redemption Price, (b) state that payment of the Redemption Price will be made by the Warrant Agent upon presentation and surrender, to the Warrant Agent of the Warrant Certificates representing the Warrants being redeemed; (c) state the right to exercise the Warrants shall terminate at 5:00 p.m., New York time, on the applicable Redemption Date; and (d) if less than all of the Warrants are to be redeemed, specify the serial numbers or portions of the Warrants to be redeemed. The Company shall also make a prompt public announcement of such redemption (of publication in The Wall Street Journal at the "Redemption Notice"). Such Redemption time of the Warrant Agent's mailing of the Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date)Redemption. (c) Notwithstanding On or prior to the foregoingopening of business on the Redemption Date, the Company may not redeem this shall deposit with the Warrant Agent cash, or provide an irrevocable letter of credit issued by a national or state bank and in form reasonably satisfactory to the Warrant Agent, sufficient in amount to purchase all of the Warrants stated in the Notice of Redemption to be redeemed. Payment of the Redemption Notice to Price shall be made by the Registered Holder unless the closing sales price Warrant Agent upon presentation and surrender of the Common Stock on each day Warrant Certificates representing such Warrants for which Notice of a 20 consecutive trading day period ending within 30 days prior to the date Redemption shall have been duly given and if the Company provides shall have duly deposited with the Warrant Agent the cash or irrevocable letter of credit required by this Section 3.09, then any Warrants not exercised in accordance with Section 3.04 by 5:00 p.m. New York time, on the Redemption Notice Date shall no longer be deemed to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassificationsbe outstanding, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide Holders thereof will be entitled to receive only the Redemption Notice on or before February 27, 2005Price with respect to such Warrants without interest. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to the terms of this Section 4A. At any time on or after __________, 1998, the Company shall have may, at its option, redeem some or all of the right to redeem this Warrant outstanding Warrants at $0.05 per Warrant, upon thirty (30) days prior written notice, if the closing sale price of the Common Stock on the American Stock Exchange or any other national securities exchange, or the closing bid quotation on the Nasdaq Stock Market, has equaled or exceeded $15.00 for a ten (10) consecutive trading days within the 30 day period immediately preceding the date notice of redemption price is given (the "Redemption Price") equal ). In the event of an adjustment in the Warrant Price pursuant to ss.8, the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)shall also be automatically adjusted. (b) B. The election of the Company shall exercise this redemption right by providing at least 30 days' prior written notice to redeem some or all of the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice Warrants shall be provided to evidenced by a resolution of the Registered Holder in accordance with Section 10 Board of this Warrant. The Redemption Notice shall specify Directors of the time, manner and place of redemption, including without limitation Company. C. Warrants may be exercised at any time on or before the date on which this Warrant shall be redeemed fixed for redemption (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is ). D. Notice of redemption shall be given by first class mail, postage prepaid, mailed not exercised on or less than 30 nor more than 60 days prior to the Redemption Date)., to each holder of Warrants, at his address appearing in the Warrant register. All notices of redemption shall state: (c1) Notwithstanding The Redemption Date; (2) That on the foregoingRedemption Date the Redemption Price will become due and payable upon each Warrant; (3) The place where such Warrants are to be surrendered for redemption and payment of the Redemption Price; and (4) The current Warrant Price of the Warrants, the Company place or places where such Warrants may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment be surrendered for stock splits, stock dividends, combinations, recapitalizations, reclassificationsexercise, and similar transactions affecting the Common Stock); provided, however, that time at which the Company may not redeem right to exercise the Warrants will terminate in accordance with this Warrant or provide the Redemption Notice on or before February 27, 2005Agreement. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to The Company may redeem the terms outstanding Warrants, in whole or in part, upon not less than 30 days' prior notice (the "Notice of this Section 4Redemption"), the Company shall have the right to redeem this at a price of $0.01 per Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying ), provided that (i) $0.01 by (iia) the number closing bid price of Warrant the Shares that on the Registered Holder is entitled to purchase NASDAQ System or NASDAQ National Market System, as applicable for 30 consecutive trading days ending on the date of the Notice of Redemption, equals or exceeds $6.00 per Share and (b) a Registration Statement of the Company covering the Warrants and the Shares issuable upon the exercise of this the Warrants is current at all times during the 30 days immediately preceding and following the Notice of Redemption. If the Company shall determine so to redeem less than all of the Warrants then outstanding, then the Warrant immediately prior Agent shall determine the Warrants to the termination of this Warrant under Section 4(d) below (be redeemed by such Redemption Price being subject to adjustment for stock splitsmanner or method as it shall deem fair and appropriate, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock).whether by lot or otherwise, (b) The Company shall exercise this give notice to the Warrant Agent of any redemption right by providing in sufficient time so that the Warrant Agent shall give the Notice of Redemption to all Holders of Warrant Certificates to be redeemed at least 30 days' days prior written notice to the Registered Holder of date established for such redemption (the "Redemption NoticeDate"). Such Each Notice of Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall shall: (a) specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") Date and the Redemption Price; (b) state that payment of the Redemption Price payable will be made by the Warrant Agent upon presentation and surrender, to the Registered Holder (assuming that this Warrant is not exercised on or prior to Agent at the Redemption Date). Warrant Agent's Office, of the Warrant Certificates representing the Warrants being redeemed; (c) Notwithstanding state that the foregoingrights to exercise the Warrants shall terminate at 5:00 p.m. New York time, the Company may not redeem this Warrant or provide on the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, date; and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant shall cease if less than all of the Warrants then outstanding are being redeemed, specify the serial numbers or portions of the Warrants to be exercisable and redeemed. The Company shall be terminated and also make prompt public announcement of no further force or effect effective such redemption by publication in The Wall Street Journal at 5:00 p.m. (Boston Time)the time of the Warrant Agent's mailing of the Notice of Redemption.

Redemption of Warrants. (a) Subject to the terms of this Section 4, 10.1. The Warrants are redeemable by the Company shall have the right to redeem this Warrant for a redemption price on not less than thirty (the "Redemption Price"30) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder at a redemption price of such redemption (the "Redemption Notice"). Such Redemption Notice shall be $.01 per Warrant, provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales sale price of the Common Stock as reported on each day the Nasdaq Stock Market ("Nasdaq"), if traded thereon, or if not traded thereon, the last reported sale price on the Over the Counter Bulletin Board (or other reporting system that provides last sale prices), has been at least 300% of a 20 consecutive the then current Purchase Price for 30 trading day period ending within 30 days days, subject to the right of the Registered Holder to exercise such Warrants prior to redemption. Any redemption in part shall be made pro rata to all Registered Holders. The Company and its legal counsel will confirm such notice of redemption with the Warrant Agent prior to the date the Company provides the Redemption Notice of redemption. The redemption notice shall be mailed to the Registered Holders at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the Registered Holder is greater than receives such notice. No failure to mail such notice nor any defect therein or equal in the mailing thereof shall affect the validity of the proceedings for such redemption except as to $1.34 a Registered Holder (subject i) to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Common Stock); provided, however, that Warrant Agent or the Secretary or Assistant Secretary of the Company may not redeem this Warrant or provide that notice of redemption has been mailed shall, in the Redemption Notice absence of fraud, be prima facie evidence of the facts stated therein. Notwithstanding the foregoing, Registered Holders will have exercise rights until the close of business on or before February 27, 2005the day immediately preceding the date fixed for redemption. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to The outstanding Unit Warrants may be redeemed at the terms option of this the Company, in whole or in part on a pro-rata basis, by giving not less than fifteen (15) calendar days prior written notice as provided in Section 49(c) below (the “Redemption Notice”), which notice may not be given before, but may be given at any time after, the date on which the closing price of the Common Stock on the principal exchange or trading facility on which it is then traded has equaled or exceeded $______ for at least ten (10) consecutive trading days during the Exercise Period. The Redemption Notice shall specify the date on which the Company shall have redeem the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below Unit Warrants (such date, the “Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common StockDate”). (b) The Company shall exercise this redemption right by providing price at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall Unit Warrants may be redeemed (the "“Redemption Price”) is $0.10 per Unit Warrant. From and after the Redemption Date") and , all rights of the Redemption Price payable Holders with respect to the Registered Holder redeemed Unit Warrant, except the right to receive the applicable Redemption Price, shall terminate, but only if no later than two (assuming that this Warrant is not exercised on or 2) Business Days prior to the Redemption Date), the Company shall have irrevocably deposited with the Warrant Agent, as paying agent, a sufficient amount to pay the Redemption Price on the Redemption Date for all Unit Warrants called for redemption. The Holders of redeemed Unit Warrants shall be entitled to payment of the Redemption Price upon surrender of the Warrant Certificates of such redeemed Unit Warrants to the Company at the office of the Warrant Agent. (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the The Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 shall be given at least fifteen (15) calendar days prior to the date the Company provides the Redemption Notice Date by mailing, by registered or certified mail, return receipt requested, a copy of such notice to the Registered Holder is greater than Warrant Agent and to all of the Holders of Unit Warrants at their respective addresses appearing on the books or equal to $1.34 (subject to adjustment for stock splitstransfer records of the Warrant Agent. A Redemption Notice, stock dividendsonce mailed by the Company, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)shall be irrevocable; provided, however, that if the Company may not redeem this fails to make a sufficient deposit with the Warrant or provide Agent as provided herein, the Redemption Notice on or before February 27, 2005and redemption indicated therein shall be revoked and deemed a nullity as to the pro-rata portion of the Unit Warrants not covered by the deposited funds. (d) This On the Redemption Date, the Warrant Agent shall cease pay to the Holders of redeemed Unit Warrants all monies received by the Warrant Agent from the Company for the redemption of Unit Warrants to which the Holders of such redeemed Unit Warrants who shall have surrendered their Warrant Certificates are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Unit Warrants except to the extent that funds for such payment have been provided to it by the Company. (e) All amounts deposited with the Warrant Agent that are not required for redemption of Unit Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed for six months after the Redemption Date shall be delivered back to the Company, and thereafter the Holders of the Unit Warrants called for redemption for which such funds were deposited shall look solely to the Company for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in the Warrant Agent’s name and that the Warrant Agent may receive investment earnings in connection with the funds held in those accounts from time to time. (f) Notwithstanding anything to the contrary in this Section 9, the Company may not provide any Redemption Notice at any time at which the Unit Warrants are not currently exercisable as a result of the application of Section 13 below. If, during the period between the Redemption Notice and the Redemption Date, the Unit Warrants become not currently exercisable as a result of the application of Section 13, then the Redemption Date shall be extended to be exercisable the tenth (10th) Business Day after such restriction on exercise lapses. (g) Notwithstanding anything to the contrary in this Section 9, a Holder may elect, at any time during the period between receipt of the Redemption Notice and shall be terminated two (2) Business Days prior to the Redemption Date, to exercise such Holder’s Unit Warrant in accordance with the procedures set forth in this Agreement, including Sections 2 and of no further force or effect effective at 5:00 p.m. (Boston Time)7 hereof.

Redemption of Warrants. (a) Subject to The Unit Warrants outstanding at the terms time of this Section 4, the Company shall have the right to redeem this Warrant for a redemption may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days prior notice as provided in Section 8(d) below, which notice may not be given before, but may be given at any time after the date on which the closing price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)Stock on the principal exchange or trading facility on which it is then traded has equaled or exceeded $____ for five consecutive trading days. (b) The Company shall exercise this redemption right by providing price at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall Unit Warrants may be redeemed (the "“Redemption Date"Price”) is $0.003 per Unit Warrant. On and after the redemption date, the holders of record of redeemed Unit Warrants shall be entitled to payment of the Redemption Price payable upon surrender of the Warrant Certificates of such redeemed Unit Warrants to the Registered Holder (assuming that this Company at the office of the Warrant is not exercised on or prior to the Redemption Date)Agent. (c) Notice of redemption of Unit Warrants shall be given at least 30 days prior to the redemption date by mailing, by registered or certified mail, return receipt requested, a copy of such notice to the Warrant Agent and to all of the holders of record of redeemed Unit Warrants at their respective addresses appearing on the books or transfer records of the Warrant Agent or such other address designated in writing by the holder of record to the Warrant Agent not less than 40 days prior to the redemption date. (d) From and after the redemption date, all rights of the holders with respect to the redeemed Unit Warrants (except the right to receive the Redemption Price) shall terminate, but only if (i) no later than one day prior to the redemption date the Company shall have irrevocably deposited with the Warrant Agent as paying agent a sufficient amount to pay on the redemption date the Redemption Price for all Unit Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent no later than one day prior to the redemption date. (e) On the redemption date, the Warrant Agent shall pay to the holders of record of redeemed Unit Warrants all monies received by the Warrant Agent for the redemption of Unit Warrants to which the holders of record of such redeemed Unit Warrants who shall have surrendered their Warrant Certificates are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Unit Warrants except to the extent that funds for such payment have been provided to it by the Company. (f) All amounts deposited with the Warrant Agent that are not required for redemption of Unit Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the redemption date shall be redelivered back to the Company, and thereafter the holders of the Unit Warrants called for redemption for which such funds were deposited shall look solely to the Company for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. (g) If the company fails to make a sufficient deposit with the Warrant Agent as provided above, the holder of any Unit Warrants called for redemption may at the option of the holder (i) by notice to the Company declare the notice of redemption a nullity as to such holder, or (ii) maintain an action against the Company for the Redemption Price. If the holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the holder fails to bring an action against the Company for the Redemption Price within 60 days after the redemption date, the holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such holder and such notice shall be without any force or effect as to such holder. Except as otherwise specifically provided in this paragraph 8(g), a notice of redemption, once mailed by the Company as provided in paragraph 8(c) shall be irrevocable. (h) Notwithstanding anything to the foregoingcontrary in this Section 8, the Company may not redeem provide notice of any redemption pursuant to this Warrant or provide Section 8 at any time at which the Warrants are not currently exercisable as a result of the application of Section 12. If, during the period between notice of redemption and the Redemption Notice to Date, the Registered Holder unless the closing sales price Unit Warrants become not currently exercisable as a result of the Common Stock on each day application of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides Section 12, the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant Date shall cease be extended to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)the tenth business day after such restriction on exercise lapses.

Redemption of Warrants. (a) Subject to the terms of this Section 4A. At any time on or after __________, 1998, the Company shall have may, at its option, redeem some or all of the right to redeem this Warrant outstanding Warrants at $0.05 per Warrant, upon thirty (30) days prior written notice, if the closing sale price of the Common Stock on the Nasdaq SmallCap Market or any other national securities exchange, has equaled or exceeded $8.00 for a ten (10) consecutive trading days within the 10 day period immediately preceding the date notice of redemption price is given (the "Redemption Price") equal ). In the event of an adjustment in the Warrant Price pursuant to ss.8, the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)shall also be automatically adjusted. (b) B. The election of the Company shall exercise this redemption right by providing at least 30 days' prior written notice to redeem some or all of the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice Warrants shall be provided to evidenced by a resolution of the Registered Holder in accordance with Section 10 Board of this Warrant. The Redemption Notice shall specify Directors of the time, manner and place of redemption, including without limitation Company. C. Warrants may be exercised at any time on or before the date on which this Warrant shall be redeemed fixed for redemption (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is ). D. Notice of redemption shall be given by first class mail, postage prepaid, mailed not exercised on or less than 30 nor more than 60 days prior to the Redemption Date)., to each holder of Warrants, at his address appearing in the Warrant register. All notices of redemption shall state: (c1) Notwithstanding The Redemption Date; (2) That on the foregoingRedemption Date the Redemption Price will become due and payable upon each Warrant; (3) The place where such Warrants are to be surrendered for redemption and payment of the Redemption Price; and (4) The current Warrant Price of the Warrants, the Company place or places where such Warrants may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment be surrendered for stock splits, stock dividends, combinations, recapitalizations, reclassificationsexercise, and similar transactions affecting the Common Stock); provided, however, that time at which the Company may not redeem right to exercise the Warrants will terminate in accordance with this Warrant or provide the Redemption Notice on or before February 27, 2005Agreement. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. A. At any time on not less than ten (a10) Subject days’ prior written notice (the “Redemption Notice”) to all of the terms Holders, all issued and outstanding Warrants issued in the Offering may be redeemed, in whole but not in part, at the option of this Section 4the Company, the Company shall have the right to redeem this Warrant for at a redemption price of $0.01 per Warrant (the "“Redemption Price") equal to the result obtained by multiplying ”), provided that: (i) $0.01 by the Market Price (as defined below) for a share of the Common Stock equals or exceeds 250% of the then current Purchase Price for a period of 20 consecutive Trading Days (as defined below) ending on the 2nd Trading Day prior to the date of the Redemption Notice (the “Marking Date”); (ii) if a registration statement covering the number of Warrant Shares that filed under the Registered Holder 1933 Act is entitled to purchase upon exercise declared effective by the Commission and remains effective on and through the date fixed for redemption of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below Warrants (such the “Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassificationsDate”), and similar transactions affecting (iii) the average daily trading volume of the Common Stock)Stock for the 20 consecutive Trading Days on the Trading Market is no less than 20,000 shares of the Common Stock for each such Trading Day through the Marking Date. (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. B. The Redemption Notice shall specify (i) the timeRedemption Price, manner (ii) the Redemption Date, (iii) the place where the Warrant certificates shall be delivered and place of redemptionthe redemption price paid, including without limitation and (iv) that the date on which right to exercise this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)New York time) on the Business Day immediately preceding the Redemption Date. C. Any right to exercise a Warrant shall terminate at 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. D. From and after the Redemption Date, the Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company 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.

Redemption of Warrants. (a) Subject This Warrant is subject to redemption by the terms of Company as provided in this Section 4. 4.1. This Warrant may be redeemed, at the Company shall have option of the right to redeem this Warrant for Company, in whole and not in part, at a redemption price of $.0001 per Warrant (the "Redemption Price") equal to the result obtained by multiplying ), provided (i) the average closing price of the Common Stock as quoted by Bloomberg, LP., on the Principal Trading Market (as defined below) on which the Common Stock is included for quotation or trading, shall equal or exceed $0.01 by .36 per share (taking into account all adjustments) for the twenty (20) consecutive trading days ending on the second trading day prior to the date of Redemption Notice (as defined below) is sent to the Holder (the "Target Price"); (ii) the number Common Stock is either quoted on the NASD Bulletin Board, traded on a national securities exchange or quoted on the NNM or NCSM (the "Principal Trading Market"); (iii) the registration statement covering the resale of the Warrant Shares under the Securities Act has been declared effective by the Securities and Exchange Commission and remains effective on the Redemption Date (as defined below) so that the Registered Warrant Shares may be sold without limitation; (iv) the dollar value of the trading volume of the Common Stock for each of the twenty (20) consecutive trading days prior to the Redemption Date equals or exceeds $100,000; and (v) the Holder is entitled to purchase upon exercise of this Warrant immediately prior is not subject to the termination of any lock-up provisions with respect to this Warrant under or the Warrant Shares. 4.2. If the conditions set forth in Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications4.1 are met, and similar transactions affecting the Common Stock). (b) The Company desires to exercise its right to redeem this Warrant, it shall exercise this redemption right by providing at least 30 days' prior written mail a notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided ) to the Registered Holder in accordance with Section 10 registered holder of this WarrantWarrant by first class mail, postage prepaid, at least ten (10) Business Days prior to the date fixed by the Company for redemption of the Warrants (the "Redemption Date"). 4.3. The Redemption Notice shall specify (i) the timeRedemption Price, manner (ii) the Redemption Date, (iii) the place where the Warrant certificates shall be delivered and place of redemptionthe redemption price paid, including without limitation and (iv) that the date on which right to exercise this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)New York time) on the business day immediately preceding the Redemption 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, or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Company that the Redemption Notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 4.4. Any right to exercise a Warrant shall terminate at 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. 4.5. From and after the Redemption Date, the Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company 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. If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the Target Price shall be proportionately adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.

Redemption of Warrants. (a) Subject to Commencing ninety days from the terms of this Section 4Prospectus Date, the Company shall have may redeem all, but not less than all, of the right Warrants other than the Representative's Warrants and any Warrant that has been reissued upon the transfer or exchange of the Representative's Warrants (the "Redeemable Warrants") at a price equal to redeem this $0.01 per Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares ), on not less than 30 days prior written notice; provided, that the Registered Holder is entitled to purchase upon exercise Closing Price (as defined below) per share of this Warrant immediately Common Stock for 20 consecutive trading days, ending not more than 15 calendar days prior to the termination date of this Warrant under Section 4(d) below the redemption notice, averages in excess of $____ (such Redemption Price being subject to adjustment for any stock splitssplits or dividends or recapitalizations). Notice of redemption shall be mailed by the Warrant Agent to all registered holders of Warrant Certificates for Redeemable Warrants on a date designated by the Company, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting but in no event shall such designated date be earlier than the Common Stockfifth business day after the date on which the Warrant Agent received notice of redemption from the Company. The notice of redemption also shall be given by publishing it at least once in The Wall Street Journal (national edition).. [RIDER 3 TO COME] (b) The notice of redemption shall (i) contain a certification by the Company shall exercise this that the conditions for redemption right by providing at least 30 days' prior written notice to set forth in subsection 7(a) have been satisfied, (ii) state the Registered Holder redemption price per Redeemable Warrant, (iii) state the date fixed for redemption, (iv) include the name and address of such redemption (the "Redemption Notice"). Such Redemption Notice Warrant Agent where the Warrant Certificates shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of presented for redemption, including without limitation and (v) state that the right to exercise the Redeemable Warrant shall expire at 5:00 p.m. (New York City Time) on the business day immediately preceding the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date)fixed for redemption. (c) Notwithstanding the foregoingAs used in this Agreement, the Company may term "Closing Price" of the shares of Common Stock for a day or days shall mean (a) if the shares of Common Stock are listed or admitted for trading on a national securities exchange, the last reported sales price as reported in The Wall Street Journal (or similar publication), or, in case no such reported sale takes place on such day or days, the reported highest closing bid price, in either case on the principal national securities exchange on which the shares of Common Stock are listed or admitted for trading or (b) if the shares of Common Stock are not redeem this Warrant listed or provide admitted for trading on a national securities exchange, (i) the Redemption Notice to the Registered Holder unless the last closing sales bid price of the shares of Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splitsThe Nasdaq Stock Market, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)Inc.

Redemption of Warrants. (a) Subject to Beginning __________, 201_, [90 days from the terms date of this the Prospectus] outstanding Warrants may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days’ prior notice as provided in Section 47(c) below, which notice may not be given before, but may be given at any time after the Company shall have date on which the right to redeem this Warrant closing price of the Company’s common stock on the principal exchange or trading facility on which it is then traded has equaled or exceeded $___ (170% of the public offering price of the Units) for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)five consecutive trading days. (b) The price at which Warrants may be redeemed (the “Redemption Price”) is $0.15 per Warrant. On and after the date upon which the Warrants are redeemed by the Company (the “Redemption Date”) the Warrant Holders of redeemed Warrants shall exercise this be entitled to payment of the Redemption Price upon surrender of the Warrant Certificates of such redeemed Warrants to the Warrant Agent (on behalf of the Company) at the office of the Warrant Agent. (c) Notice of redemption right by providing of Warrants shall be given at least 30 days' ’ prior written notice to the Registered Holder Redemption Date by the Company (i) notifying the Warrant Agent in writing of such redemption, (ii)notifying the Warrant Holders of such redemption via publication of a press release and (iii)taking such other steps as may be required under applicable law. (d) From and after the "Redemption Notice"). Such Redemption Notice shall be provided Date, all rights of the Warrant Holders with respect to the Registered Holder in accordance redeemed Warrants (except the right to receive the Redemption Price) shall terminate, but only if (i) no later than one day prior to the Redemption Date the Company shall have irrevocably deposited with Section 10 of this Warrant. The the Warrant Agent as paying agent a sufficient amount to pay on the Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and Date the Redemption Price payable for all Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Registered Holder (assuming that this Warrant is not exercised on or Agent no later than one day prior to the Redemption Date). (c) . Notwithstanding the foregoing, the Company may not redeem this Warrant or provide will extend a three-day “protect” period beginning on and continuing two days after the Redemption Notice to Date so that any Warrant for which notice of exercise is received in the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 three business days prior to the date Redemption Date shall be deemed exercised so long as the Exercise Price is received by the Warrant Agent no more than three business days after the notice of exercise is delivered to the Warrant Agent. (e) On the Redemption Date, the Warrant Agent shall pay to the Warrant Holders of record of redeemed Warrants all monies received by the Warrant Agent for the redemption of Warrants to which the Warrant Holders of record of such redeemed Warrants who shall have surrendered their Warrant Certificates are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Warrants except to the extent that funds for such payment have been provided to it by the Company. (f) All amounts deposited with the Warrant Agent that are not required for redemption of Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the Redemption Date shall be redelivered back to the Company, and thereafter the Warrant Holders called for redemption for which such funds were deposited shall look solely to the Company provides for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time. (g) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the Warrant Holder called for redemption may at the option of the Warrant Holder (i) by notice to the Company declare the notice of redemption a nullity as to such Warrant Holder, or (ii) maintain an action against the Company for the Redemption Notice Price. If the Warrant Holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the Warrant Holder fails to bring an action against the Company for the Redemption Price within 60 days after the Redemption Date, the Warrant Holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such Warrant Holder and such notice shall be without any force or effect as to such Warrant Holder. Except as otherwise specifically provided in this paragraph 7(g), a notice of redemption, once published by the Company as provided in paragraph7(c) shall be irrevocable. (i) Notwithstanding anything to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splitscontrary in this Section 7, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem provide notice of any redemption pursuant to this Warrant or provide Section 7 at any time at which the Warrants are not currently exercisable as a result of the application of Section 11. If, during the period between notice of redemption and the Redemption Notice on or before February 27Date, 2005. (d) This Warrant the Warrants become not currently exercisable as a result of the application of Section 11, the Redemption Date shall cease be extended to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)the tenth business day after such restriction on exercise lapses.

Redemption of Warrants. The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to each Warrant holder and the Warrant Agent, at any time after such Warrants have become exercisable pursuant to Section 6(a) above, if, and only if, (aA) Subject the Last Reported Sales Price has equaled or exceeded $13.25 per share for any 20 trading days within a 30-trading-day period ending on the third Business Day prior to the terms notice of this Section 4redemption to Warrant holders and (B) at all times between the date of such notice of redemption and the redemption date a registration statement filed pursuant to the Securities Act is in effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating to those Warrant Shares is available. Upon a call for redemption of Warrants by the Company, the Company shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number require all holders of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being Warrants subject to adjustment redemption who exercise such Warrants after the Company’s call for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder do so on a cashless basis in accordance with the procedures set forth in Section 10 of this Warrant6(d). The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, none of the Founders’ Warrants or Sponsors’ Warrants shall be redeemable at the option of the Company may so long as they are held by the Founders, the Sponsors or a Permitted Transferee; provided that the fact that one or more Founders’ Warrants or Sponsors’ Warrants are non-redeemable by operation of this sentence shall not redeem this Warrant or provide affect the Redemption Notice Company’s right to redeem, pursuant to the Registered Holder unless other provisions of this Section 6(b), the closing sales price of Public Warrants, the Common Stock on each day of Founders’ Warrants and the Sponsors’ Warrants that are not held by the Founders, the Sponsors or a 20 consecutive trading day period ending within 30 days prior Permitted Transferee. Any Founders’ Warrants or Sponsors’ Warrants not held by the Founders, the Sponsors or a Permitted Transferee shall become Public Warrants and subject to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, same terms and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005conditions hereunder as all other Public Warrants. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject The Warrants are redeemable by the Company at any time after 18 months from the date of the final closing of the offering contemplated by the Memorandum and prior to the terms Expiration Date on not less than 60 days prior written notice, at a redemption price of $.01 per Warrant, provided that prior to the redemption the market price for the Common Stock issuable upon exercise of a Warrant shall exceed $6.00 per share and a registration statement covering the shares underlying the Warrants has been declared and remains effective or the shares are not otherwise subject to any sale restrictions. Market price for the purpose of this Section 4, the Company 10 shall have the right to redeem this Warrant for a redemption price (the "Redemption Price") equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless mean the closing sales price of the Common Stock, as reported by the OTC Bulletin Board, the American Stock on each day Exchange or other primary trading market for the Common Stock, as the case may be, for a period of a 20 consecutive trading day period days ending within 30 15 days prior to the date on which notice of redemption is given. If the Company provides the Redemption Notice shall elect to redeem Warrants as permitted by this Section 10, notice of redemption shall be given to the Registered Holder is greater holders of all outstanding Warrants to whom the redemption shall apply mailing by first-class mail a notice of such redemption, not less than 60 nor more than 90 days prior to the date fixed for redemption, to their last addresses as they shall appear upon the registry books, but failure to give such notice by mailing to the holder of any Warrant, or equal any defect therein, shall not affect the legality or validity of the proceedings for the redemption of any other Warrants. The notice of redemption to $1.34 (subject each holder of Warrants shall specify the date fixed for redemption and the redemption price at which Warrants are to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassificationsbe redeemed, and similar transactions affecting shall state that payment of the Common Stock); redemption price of the Warrants will be made at the office of the Company upon presentation and surrender of such Warrants, and shall also state that the right to exercise the Warrants so redeemed will terminate as provided in this Warrant (stating the date of such termination) and shall state the then current exercise price. If the giving of notice of redemption shall have been completed as above provided, howeverthe right to exercise the Warrants shall terminate at the close of business on the business day preceding the date fixed for redemption, that and the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005. (d) This holder of each Warrant shall cease thereafter be entitled upon surrender of his or its Warrant only to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)receive the redemption price thereof, without interest.

Redemption of Warrants. (a) Subject to the terms of this Section 4A. At any time on or after _______________, 1998, the Company shall have may, at its option, redeem some or all of the right to redeem this Warrant outstanding Warrants at $0.01 per Warrant, upon thirty (30) days' prior written notice, if the closing sale price of the Common Stock on the American Stock Exchange or any other national securities exchange, or the closing bid quotation on the Nasdaq Stock Market, has equaled or exceeded $_______ for a ten (10) consecutive trading days preceding the date notice of redemption price is given (the "Redemption Price") equal ). In the event of an adjustment in the Warrant Price pursuant to Section 8, the Redemption Price shall also be automatically adjusted. In order to redeem the Warrants, the Company must have on file with the Securities and Exchange Commission a current registration statement pertaining to the result obtained by multiplying (i) $0.01 by (ii) Common Stock underlying the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)Warrants. (b) B. The election of the Company shall exercise this redemption right by providing at least 30 days' prior written notice to redeem some or all of the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice Warrants shall be provided to evidenced by a resolution of the Registered Holder in accordance with Section 10 Board of this Warrant. The Redemption Notice shall specify Directors of the time, manner and place of redemption, including without limitation Company. C. Warrants may be exercised at any time on or before the date on which this Warrant shall be redeemed fixed for redemption (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is ). D. Notice of redemption shall be given by first class mail, postage prepaid, mailed not exercised on or less than 30 nor more than 60 days prior to the Redemption Date)., to each holder of Warrants, at his address appearing in the Warrant register. All notices of redemption shall state: (c1) Notwithstanding The Redemption Date; (2) That on the foregoingRedemption Date the Redemption Price will become due and payable upon each Warrant; (3) The place where such Warrants are to be surrendered for redemption and payment of the Redemption Price; and (4) The current Warrant Price of the Warrants, the Company place or places where such Warrants may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the closing sales price of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment be surrendered for stock splits, stock dividends, combinations, recapitalizations, reclassificationsexercise, and similar transactions affecting the Common Stock); provided, however, that time at which the Company may not redeem right to exercise the Warrants will terminate in accordance with this Warrant or provide the Redemption Notice on or before February 27, 2005Agreement. (d) This Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective at 5:00 p.m. (Boston Time)

Redemption of Warrants. (a) Subject to Commencing on the terms date following the final closing of this Section 4, the Company shall have the right to redeem private placement in which this Warrant for a redemption price was sold, on not less than ten (the "Redemption Price"10) equal to the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided , to the Registered Holder in accordance with Section 10 holder of this Warrant. The , this Warrant may be redeemed, at the option of the Company, in whole and not in part, at a redemption price of $0.001 per Warrant (the "Redemption Price"), provided (i) the average Market Price of a share of Common Stock shall equal or exceed two (2) times the Exercise Price for the twenty (20) consecutive Trading Days ending on the Trading Day immediately prior to the date of the Redemption Notice shall specify (the time"Target Price"), manner subject to adjustments as set forth in Section 11(f) ------------- hereof, (ii) a registration statement covering the Warrant Shares filed under the Securities Act of 1933, as amended (the "Securities Act") has been declared effective by the Securities and place of redemption, including without limitation Exchange Commission and remains effective on the date on which fixed for redemption of this Warrant shall be redeemed (the "Redemption Date"). (b) If the conditions set forth in Section 18 are met, and the Company desires to exercise its right to redeem this Warrant, it shall mail a Redemption Price payable Notice to the Registered Holder (assuming that registered holder of this Warrant is by first class mail, postage prepaid, not exercised on or prior to later than the Redemption Date)fifth (5th) day before the date fixed for redemption, as provided in Section 18(a) hereof. (c) Notwithstanding The Redemption Notice shall specify (i) the foregoingRedemption Price, (ii) the Redemption Date, (iii) the place where the Warrant certificates shall be delivered and the redemption price paid, and (iv) that the right to exercise this Warrant shall terminate at 5:00 p.m. (New York time) on the business day immediately preceding the Redemption 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, or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Company may not redeem this Warrant or provide that the Redemption Notice to has been mailed shall, in the Registered Holder unless the closing sales price absence of fraud, be prima facie evidence of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005facts stated therein. (d) This Any right to exercise a Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)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 Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company 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. (f) If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the Target Price shall be proportionately adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.

Redemption of Warrants. (a) Subject Commencing on the date sixty (60) days from the final closing of the private placement in which the Series A Warrants were sold, on not less than thirty (30) days' written notice (the "Redemption Notice") to all registered ----------------- holders of the terms of this Section 4Series A Warrants being redeemed, the Company shall have Series A Warrants may be redeemed, at the right to redeem this Warrant for option of the Company, in whole and not in part, at a redemption price of $0.01 per Series A Warrants (the "Redemption Price") equal to the result obtained by multiplying ), ---------------- provided (i) $0.01 by the average closing bid price shall equal or exceed three (3) times the then current Purchase Price for the twenty (20) consecutive trading days ending on the fifth (5/th/) trading day prior to the date of the Redemption Notice (the "Target Price"), subject to adjustments as set forth in Section ------------ ------- 11(f) hereof, (ii) the number of Common Stock is traded on a national securities exchange ----- or quoted on the NSCM or the NNSM; (iii) a registration statement covering the Warrant Shares that filed under the Registered Holder is entitled to purchase upon exercise Securities Act of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits1933, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption as amended (the "Redemption NoticeAct"). Such Redemption Notice shall be provided ) --- has been declared effective by the Securities and Exchange Commission and remains effective on the date fixed for redemption of the Series A Warrants; and (iv) the Registered Holders are not subject to any lock-up provisions with respect to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify Warrants and/or the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed Shares (the "Redemption Date"). --------------- (b) If the conditions set forth in Section 11(a) are met, and the ------------- Company desires to exercise its right to redeem the Series A Warrants, it shall mail a Redemption Price payable Notice to each of the Registered Holder Holders of the Series A Warrants to be redeemed, first class mail, postage prepaid, not later than the thirtieth (assuming that this Warrant is not exercised on or prior to 30/th/) day before the Redemption Date).date fixed for redemption, as provided in Section 13 hereof. ---------- (c) Notwithstanding The Redemption Notice shall specify (i) the foregoingRedemption Price, (ii) the Redemption Date, (iii) the place where the Series A Warrant Certificates shall be delivered and the redemption price paid, and (iv) that the right to exercise the Series A Warrant shall terminate at 5:00 p.m. (New York time) on the business day immediately preceding the Redemption 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 or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Company may not redeem this Warrant or provide that the Redemption Notice to notice has been mailed shall, in the Registered Holder unless the closing sales price absence of fraud, be prima facie evidence of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005facts stated therein. (d) This Any right to exercise a Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)New York time) on the business day immediately preceding the Redemption Date. On and after the Redemption Date, holders of the Series A Warrants shall have no further rights except to receive, upon surrender of the Series A Warrant, the Redemption Price. (e) From and after the Redemption Date, the Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company by or on behalf of the holder thereof of one or more Series A Warrant certificates evidencing Series A Warrants to be 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 each such Series A Warrant. From and after the Redemption Date and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Series A Warrants called for redemption, such Series A Warrants 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. (f) If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common stock, the Target Price shall be proportionately adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.

Redemption of Warrants. (a) Subject Commencing on the Original Issue Date, on not less than ten (10) days’ written notice (the “Redemption Notice”) to all registered holders of the terms of this Section 4Investor Warrants, the Company shall have Investor Warrants may be redeemed, at the right to redeem this Warrant for option of the Company, in whole and not in part, at a redemption price of $0.05 per Investor Warrants (the "“Redemption Price") equal to the result obtained by multiplying ”), provided either (i) (A) the average closing bid price of the Company’s Common Stock shall equal or exceed $0.01 by 0.25 per share for the twenty (20) consecutive trading days (the “Target Price”), subject to adjustments as set forth in Section 9(f) hereafter, (B) the Common Stock is traded on a national securities exchange or quoted on the pink sheets, OTCBB or higher exchange or quotation medium; and (C) the average trading volume of the Common Stock during such thirty-day period is equal to or greater than 200,000 shares per day; and (ii) a registration statement (the number “Registration Statement”) under the Securities Act of Warrant 1933, as amended (the “Act”) has been ordered effective by the Securities and Exchange Commission covering the resale of the Shares that the Registered Holder is entitled to purchase issuable upon exercise of this Warrant immediately prior the Warrants or in the opinion of counsel to the termination of this Warrant Company such shares may be resold without registration under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock)Act. (b) The If the conditions set forth in Section 9(a) are met, and the Company desires to exercise its right to redeem the Investor Warrants, it shall exercise this redemption right by providing at least 30 days' prior written notice mail a Redemption Notice to each of the Registered Holder of such registered Holders, first class mail, postage prepaid, not later than the thirtieth (30th) day before the date fixed for redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "“Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date”). (c) Notwithstanding The Redemption Notice shall specify (i) the foregoingRedemption Price, (ii) the Redemption Date, (iii) the place where the Investor Warrant certificates shall be delivered and the redemption price paid, and (iv) that the right to exercise this Warrant shall terminate at 5:00 p.m. (Nevada time) on the business day immediately preceding the Redemption 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 or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Company may not redeem this Warrant or provide that the Redemption Notice to has been mailed shall, in the Registered Holder unless the closing sales price absence of fraud, be prima facie evidence of the Common Stock on each day of a 20 consecutive trading day period ending within 30 days prior to the date the Company provides the Redemption Notice to the Registered Holder is greater than or equal to $1.34 (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock); provided, however, that the Company may not redeem this Warrant or provide the Redemption Notice on or before February 27, 2005facts stated therein. (d) This Any right to exercise this Warrant shall cease to be exercisable and shall be terminated and of no further force or effect effective terminate at 5:00 p.m. (Boston Time)Nevada 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 Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the Company by or on behalf of the Holder thereof of one or more Investor Warrant certificates evidencing Investor Warrants to be 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 each such Investor Warrant. From and after the Redemption Date and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Investor Warrants called for redemption, such Investor Warrants shall expire and become void and all rights hereunder, except the right to receive payment of the Redemption Price, shall cease. (f) If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common stock, the Target Price shall be proportionately adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event.

Redemption of Warrants. (a) Subject to the terms of this Section 4, The Warrants are redeemable by the Company shall have commencing twelve (12) months after the right to redeem this Warrant for Effective Date, in whole or in part, on not less than thirty (30) days prior written notice at a redemption price of $.01 per Warrant (or earlier with the "Redemption Price") equal to prior consent of Xxxxxxx-Xxxxxx), provided the result obtained by multiplying (i) $0.01 by (ii) the number of Warrant Shares that the Registered Holder is entitled to purchase upon exercise of this Warrant immediately prior to the termination of this Warrant under Section 4(d) below (such Redemption Price being subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting the Common Stock). (b) The Company shall exercise this redemption right by providing at least 30 days' prior written notice to the Registered Holder of such redemption (the "Redemption Notice"). Such Redemption Notice shall be provided to the Registered Holder in accordance with Section 10 of this Warrant. The Redemption Notice shall specify the time, manner and place of redemption, including without limitation the date on which this Warrant shall be redeemed (the "Redemption Date") and the Redemption Price payable to the Registered Holder (assuming that this Warrant is not exercised on or prior to the Redemption Date). (c) Notwithstanding the foregoing, the Company may not redeem this Warrant or provide the Redemption Notice to the Registered Holder unless the average closing sales price bid quotation of the Common Stock as reported on each day the Nasdaq SmallCap Market, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange (or other reporting system that provides last sale prices), has been at least 250% of the then current Exercise Price of the Warrants, for a 20 period of 30 consecutive trading day period days ending within 30 five days prior to the date on which the Company provides the Redemption Notice gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the Registered Holder is greater than holders of the Warrants at their respective addresses appearing in the Warrant Register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or equal not the registered holder receives such notice. No failure to $1.34 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 registered holder of a Warrant (subject i) to adjustment for stock splits, stock dividends, combinations, recapitalizations, reclassifications, and similar transactions affecting whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Common Stock); provided, however, that Warrant Agent or the Secretary or Assistant Secretary of the Company may not redeem this that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. On and after the date fixed for redemption, the holder shall have no right with respect to the Warrant or provide except to receive $.01 per Warrant upon surrender of the Redemption Notice on or before February 27Warrant. Notwithstanding anything to the contrary contained herein, 2005. (d) This no Warrant will be redeemable unless at the time of redemption, the Company has filed with the Commission a registration statement under the Securities Act, covering the Warrant Shares and such registration statement shall cease to be exercisable have been declared and shall remain effective and shall be terminated current, and such Warrant Shares have been registered or qualified or be exempt under the securities laws of no further force the state or effect effective at 5:00 p.m. (Boston Time)other jurisdiction of residence of the holder of such Warrant and the redemption of such Warrant in any such state or other jurisdiction shall not otherwise be unlawful.