Common use of Registration of Transfers and Exchanges Clause in Contracts

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately completed and duly executed by the Holder or its duly authorized agent, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) This Warrant or the Warrant Shares issued upon any exercise hereof may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act. In connection with any transfer of this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below) or a legend of similar import on any Warrant Shares issued upon an exercise hereof. Any such transferee shall agree in writing to be bound by the terms of this Warrant and shall have the rights of Holder under this Warrant. (b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity. (b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws10. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a this Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by signed, to the Holder Transfer Agent or its duly authorized agent, to the Company at the office specified its address for notice set forth in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws12. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything Subject to the contrary contained in this Section 2(a)14(g) below, a any transfer of any portion or assignment of this Warrant will not be effected until and Warrant Shares obtained by the Company has received an opinion Holder in exercise of counsel reasonably satisfactory this Warrant is subject to the Company, to the effect requirement that registration such securities be registered under the Securities Act is not required in connection with of 1933, as amended (the "1933 Act"), and applicable state securities laws or exempt from registration under such proposed transferlaws. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified at its address for notice set forth in or pursuant to Section 3(b), 12 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunderhereunder (provided, however, that the Company shall not be required to issue any such New Warrants in denominations of less than 50,000 warrants, or such lesser amount as may constitute the balance of the holders warrants). Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by signed, to the Holder Transfer Agent or its duly authorized agent, to the Company at the office specified in or pursuant to Section 3(b) and upon ), provided, however that the Holder's compliance with Holder shall not make any transfers to any transferee pursuant to this Section 4, provided that such transfer is made in compliance with for the Securities Act and state securities lawsright to acquire less than 5,000 Warrant Shares. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Subject to Section 3 hereof, when Warrants represented by this Certificate are presented to the Company with a request to register the transfer of the Warrants, or to exchange such Warrants for an equal number of Warrants of other authorized denominations, the Company shall register the transfer or make the exchange as requested if the requirements set forth in Section 3 and the following requirements are satisfied: (I) the Certificate shall be duly endorsed or accompanied by a written instrument of any portion of this Warrant transfer in form satisfactory to the Warrant RegisterCompany, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately completed and duly executed by the Holder or its his attorney duly authorized agentin writing; and (II) if the offer and sale of the Warrants have not been registered pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), the Certificate shall be accompanied by the following additional information and documents, as applicable: (A) if such Warrants are being delivered to the Company at by a Holder for registration in the office specified name of such Holder, without transfer, a certification from such Holder to that effect (in or substantially the form of Exhibit B hereto); or (B) if such Warrants are being transferred pursuant to Section 3(ban exemption from registration in accordance with Rule 144 ("Rule 144") or Regulation S ("Regulation S"), in each case, under the Securities Act, a certification to that effect (in substantially the form of Exhibit B hereto); or (C) if such Warrants are being transferred to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an "Institutional Accredited Investor")), delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and upon a Transferee Certificate for Institutional Accredited Investors in substantially the Holder's compliance with Section 4, provided form of Exhibit C hereto and an opinion of counsel and/or other information satisfactory to the Company to the effect that such transfer is made in compliance with the Securities Act and state securities laws. Upon any Act; or (D) if such Warrants are being transferred in reliance on another exemption from the registration requirements of transferthe Securities Act, a new warrant certification to purchase Common Stock, that effect (in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”Exhibit B hereto) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, Company to the effect that registration under such transfer is in compliance with the Securities Act is not required in connection with such proposed transferAct. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) This Warrant and the Warrant Shares shall not be sold, transferred, assigned, pledged or hypothecated for a period of one year following the issuance of this Warrant, except to a NASD Member participating in the distribution contemplated by those certain Sales Agreements dated June 12, 2001 between the Company and Cantor Xxxxxxxxxx & Co., and its bona fide officers and/or partners, but not directors. This Warrant or the Warrant Shares issued upon any exercise hereof may only be transferred (i) pursuant to an effective registration statement under the Securities Act, (ii) to the Company or (iii) pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In connection with any transfer of this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel to the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer may be made without registration under the Securities Act. Holder agrees to the imprinting, so long as is required by applicable securities laws, of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below). Any such transferee shall agree by virtue of having a New Warrant registered in its name in accordance with Section 2(b) below to be bound by the terms of this Warrant and shall have the rights of Holder under this Warrant. (b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) on the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity. (b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws10. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a this Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any . (d) Unless the resale of the Warrant Shares has been registered under the Securities Act of 1933, as amended, each certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued to any subsequent transferee of any such New Warrant certificate, shall be dated stamped or otherwise imprinted with a legend in substantially the date of such exchangefollowing form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED."

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately completed and duly executed by the Holder or its duly authorized agent, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”” ) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws12. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a No assignment or transfer of any portion of this Warrant will not shall be effected deemed effective until the Company has received an opinion Form of counsel reasonably satisfactory Assignment is submitted to the Company, to Company at the effect that registration under the Securities Act is not required address specified in connection with such proposed transferSection 12. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of the original issuance of this Warrant and not the date of such exchange.

Registration of Transfers and Exchanges. (a) The Subject to the provisions of Section 15 hereof, the Company shall register the transfer of any portion of this Warrant by the Holder to any affiliate or affiliates of the Holder or any fund or funds under common management with the Holder (collectively, the "PERMITTED TRANSFEREES") or among the Permitted Transferees in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by signed, to the Holder Transfer Agent or its duly authorized agent, to the Company at the office specified in or pursuant to Section 3(b) and upon PROVIDED, that the HolderCompany's compliance with Section 4, provided that such consent shall be required for any transfer is made in compliance with the Securities Act and state securities lawsother than to Permitted Transferees. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately completed and duly executed by the Holder or its duly authorized agent, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “"Transferee”") and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything , including the obligations with regard to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfermandatory conversion as set forth herein. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunderhereunder (less any number of Warrant Shares which shall have been canceled in payment of the Exercise Price as provided in Section 3(b)). Any such New Warrant shall be dated the date of such exchangeexchange and shall be stamped or imprinted (unless registered under the Securities Act) with a legend in substantially the following form: NEITHER THIS WARRANT NOR THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAW OR ANY OTHER SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS SECURITY IS ALSO SUBJECT TO THE INVESTOR'S RIGHTS AGREEMENT DATED AS OF SEPTEMBER 7, 2004 BETWEEN THE HOLDER AND XXXXXXXX'X INC., COPIES OF WHICH ARE ON FILE WITH XXXXXXXX'X INC. The certificate or certificates for Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted (unless registered under the Securities Act) with a legend substantially in the foregoing form.

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by signed, to the Holder Transfer Agent or its duly authorized agent, to the Company at the office specified in or pursuant to Section 3(b) and upon ), provided, however that the Holder's compliance with Holder shall not make any transfers to any transferee pursuant to this Section 4, provided that such transfer is made in compliance with for the Securities Act and state securities lawsright to acquire less than 25,000 Warrant Shares (or the balance of the Warrant Shares to which this Warrant relates). Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of ----------- this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) This Warrant or the Warrant Shares issued upon any exercise hereof may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act. In connection with any transfer of this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Xxxxxx agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below) or a legend of similar import on any Warrant Shares issued upon an exercise hereof. Any such transferee shall agree in writing to be bound by the terms of this Warrant and shall have the rights of Holder under this Warrant. (b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) This Warrant is issued pursuant to that Convertible Debenture Purchase Agreement between the Company and the Holder dated as of June 9, 1999 (the "Purchase Agreement"). Neither this Warrant nor any interest herein may be transferred except in compliance with the provisions of section 3.1 of the Purchase Agreement and the provisions hereof. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by signed, to the Holder Transfer Agent or its duly authorized agent, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws3(i). Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), 3(g) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Company Transfer and Exchange of Definitive Units. Prior to the Separation ----------------------------------------- Date, when Definitive Units are presented to the Unit Agent with a request: (i) to register the transfer of the Definitive Units; or (ii) to exchange such Definitive Units for an equal number of Definitive Units of other authorized denominations, the Unit Agent shall register the transfer or make the exchange as requested if the requirements under this Agreement as set forth in this Section 5 for such transactions are met; provided, however, that the Definitive Units presented or -------- ------- surrendered for registration of any portion transfer or exchange: (x) shall be duly endorsed or accompanied by a written instruction of this Warrant transfer in form satisfactory to the Warrant RegisterUnit Agent, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately completed and duly executed by the Holder holder thereof or its by his attorney, duly authorized agentin writing; and (y) in the case of Units the offer and sale of which have not been registered under the Act (as defined below) and are presented for registration of transfer or exchange prior to (I) the date which is three years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Unit, or any predecessor thereto, and (II) such later date, if any, as may be required by any subsequent change in applicable law, such Units shall be accompanied, by the following additional information and documents, as applicable: (A) if such Unit is being delivered to the Company at Unit Agent by the office specified registered holder for registration in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4name of such holder, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration of without transfer, a new warrant certification from such holder to purchase Common Stock, that effect (in substantially the form of this Warrant Exhibit B hereto); --------- (any B) if such new warrantUnit is being transferred to a Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Act")) in accordance with Rule 144A under the Act, a “New Warrant”certification to that effect (in substantially the form of Exhibit B hereto); --------- (C) if such Unit is being transferred (I) to an institutional "accredited investor" within the meaning of subparagraph (a)(1), evidencing (a)(2), (a)(3) or (a)(7) of Rule 501 under the portion Act or (II) pursuant to an exemption from registration in accordance with Rule 144 under the Act or (III) pursuant to a private placement exemption from the registration requirements of this Warrant the Act (in the case of clauses (I), (II) and (III) based on an opinion of counsel if the Unit Agent so transferred shall be issued requests or if the Company so requests and notifies the Unit Agent), a certification to that effect (in substantially the transferee (a “Transferee”form of Exhibit B hereto) and a New Warrant evidencing certificate --------- from the remaining portion applicable transferee (in substantially the form of this Warrant not Exhibit C hereto); --------- (D) if such Unit is being transferred pursuant to an exemption from registration in accordance with Rule 904 under the Act (and based on an opinion of counsel if the Unit Agent so transferred, requests or if any, shall be issued to the transferring Holder. The acceptance of Company so requests and notifies the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(aUnit Agent), a transfer certification to that effect (in substantially the forms of any portion Exhibits B and D ---------- - hereto); or (E) if such Unit is being transferred in reliance on another exemption from the registration requirements of this Warrant will not be effected until the Company has received Act, a certification to that effect (in substantially the form of Exhibit B hereto) and an opinion of counsel reasonably satisfactory acceptable --------- to the Company, Company or the Unit Agent to the effect that registration under such transfer is in compliance with the Securities Act is not required in connection with such proposed transferAct. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Company shall register Subject to the transfer of any portion of limitations set forth below, this Warrant in may be exchanged at the Warrant Registeroption of the Holder, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately completed and duly executed by the Holder or its duly authorized agent, when surrendered to the Company at its office, for another Warrant or other Warrants of like tenor and representing in the aggregate a like number of Warrant Securities. When this Warrant is surrendered for exchange it shall be canceled and disposed of by the Company. Upon due presentation for registration of exchange of this Warrant at the office specified in or pursuant to Section 3(b) and upon of the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration of transferCompany, a new warrant Warrant or Warrants of like tenor and evidencing in the aggregate a like number of Warrant Securities shall be issued, without charge, to purchase Common Stockthe transferee(s) in exchange for this Warrant, subject to the limitations set forth herein. (b) Without limiting the restrictions of Section 10 hereof, in substantially connection with any Transfer (as defined below), the form Holder shall, if required by the Company, obtain from counsel to such Holder (who may be in-house counsel for Stanxxx Xxxxxxx Xxxociates, Inc.) an opinion that the proposed Transfer of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not may be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that without registration under the Securities Act is not required in connection with such proposed transfer. of 1933, as amended (bthe "Act") This or applicable state securities law. When this Warrant is exchangeable, upon the surrender hereof surrendered for Transfer it shall be canceled and disposed of by the Holder to Company. Upon due presentation for registration of Transfer of this Warrant at the office of the Company specified in Company, a new Warrant or pursuant to Section 3(b), for one or more New Warrants, Warrants of like tenor and evidencing in the aggregate the right to purchase the a like number of Warrant Shares which may then be purchased hereunder. Any such New Warrant Securities shall be dated issued, without charge, to the date of such exchangetransferee(s) in exchange for this Warrant, subject to the limitations set forth herein. As used herein, "Transfer" means sell, assign, transfer, pledge, hypothecate, mortgage, encumber, dispose by gift or bequest, or otherwise transfer or disposition.

Registration of Transfers and Exchanges. (a) The Company Transfer and Exchange of Definitive Units. Prior to the ----------------------------------------- Separation Date, when Definitive Units are presented to the Unit Agent with a request: (i) to register the transfer of the Definitive Units; or (ii) to exchange such Definitive Units for an equal number of Definitive Units of other authorized denominations, the Unit Agent shall register the transfer or make the exchange as requested if the requirements under this Agreement as set forth in this Section 5 for such transactions are met; provided, however, that the Definitive Units presented or -------- ------- surrendered for registration of any portion transfer or exchange: (x) shall be duly endorsed or accompanied by a written instruction of this Warrant transfer in form satisfactory to the Warrant RegisterUnit Agent, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately completed and duly executed by the Holder holder thereof or its by his attorney, duly authorized agentin writing; and (y) in the case of Units the offer and sale of which have not been registered under the Act (as defined below) and are presented for registration of transfer or exchange prior to (I) the date which is two years after the later of the date of original issue and the last date on which the Issuers or any affiliate of the Issuers was the owner of such Unit, or any predecessor thereto, and (II) such later date, if any, as may be required by any subsequent change in applicable law, such Units shall be accompanied, by the following additional information and documents, as applicable: (A) if such Unit is being delivered to the Company at Unit Agent by the office specified registered holder for registration in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4name of such holder, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration of without transfer, a new warrant certification from such holder to purchase Common Stock, that effect (in substantially the form of this Warrant Exhibit B --------- hereto); (any B) if such new warrantUnit is being transferred to a Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Act") in accordance with Rule 144A under the Act, a “New Warrant”certification to that effect (in substantially the form of Exhibit B --------- hereto); (C) if such Unit is being transferred (I) to an institutional "accredited investor" within the meaning of subparagraph (a)(1), evidencing (a)(2), (a)(3) or (a)(7) of Rule 501 under the portion Act or (II) pursuant to an exemption from registration in accordance with Rule 144 under the Act or (III) pursuant to a private placement exemption from the registration requirements of this Warrant so transferred shall be issued to the transferee Act (a “Transferee”in the case of clauses (I), (II) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received (III) based on an opinion of counsel if the Unit Agent so requests or if the Issuers so request and notify the Unit Agent), a certification to that effect (in substantially the form of Exhibit B hereto) and a --------- certificate from the applicable transferee (in substantially the form of Exhibit C hereto); --------- (D if such Unit is being transferred pursuant to an exemption from registration in accordance with Rule 904 under the Act (and based on an opinion of counsel if the Unit Agent so requests or if the Issuers so request and notify the Unit Agent), a certification to that effect (in substantially the forms of Exhibit ------- B and Exhibit D hereto); or - --------- (E) if such Unit is being transferred in reliance on another exemption from the registration requirements of the Act, a certification to that effect (in substantially the form of Exhibit B hereto) and an --------- opinion of counsel reasonably satisfactory acceptable to the Company, Issuers or the Unit Agent to the effect that registration under such transfer is in compliance with the Securities Act is not required in connection with such proposed transferAct. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) This Warrant or the Warrant Shares issued upon any exercise hereof may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act. In connection with any transfer of this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below) or a legend of similar import on any Warrant Shares issued upon an exercise hereof. Any such transferee shall agree in writing to be bound by the terms of this Warrant and shall have the rights of Holder under this Warrant. (b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity. (b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws10. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New --- Warrant”"), evidencing the portion of this Warrant so transferred shall be issued ------- to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a this Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) This Warrant may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Xxxxxx agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and shall have the rights of Holder under this Warrant. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by signed, to the Holder Transfer Agent or its duly authorized agent, to the Company at the office specified its address for notice set forth in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws11. Upon any such registration of or transfer, a new warrant to purchase Common StockSeries B Preferred, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holdertransferee. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion Holder of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transferWarrant. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified at its address for notice set forth in or pursuant to Section 3(b), 11 for one or more a New WarrantsWarrant, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by signed and a written opinion of Holder's counsel that such transfer is exempt from registration under the Holder or its duly authorized agentSecurities Act, to the Company at the office specified in or pursuant to Section 3(b) and upon ), provided, however that the Holder's compliance with Holder shall not make any transfers to any transferee pursuant to this Section 4, provided that such transfer is made in compliance with for the Securities Act and state securities lawsright to acquire less than 1,000 Warrant Shares. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in 2 substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of If this Warrant will not be effected until is duly assigned in accordance with the terms hereof, then the Company has received an opinion agrees, upon the request of counsel reasonably satisfactory to the Companyassignee, to amend or supplement promptly, any effective registration statement covering the effect Warrant Shares so that registration under the Securities Act direct assignee of the original Holder is not required in connection with such proposed transferadded as a selling stockholder thereunder. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) This Warrant may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration Class A Warrant 2 statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and shall have the rights of Holder under this Warrant. (b) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by signed, to the Holder Transfer Agent or its duly authorized agent, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws). Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws). Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”"NEW WARRANT"), evidencing the portion of ----------- this Warrant so transferred shall be issued to the transferee (a “Transferee”"TRANSFEREE") ---------- and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything , including the obligations with regard to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfermandatory conversion as set forth herein. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Company This Warrant shall register be transferable, subject to the transfer of any portion provisions of this Warrant in Paragraph and Paragraph 9 hereof, only upon the Warrant Registerbooks of the Company if any, to be maintained by it for that purpose, upon surrender of this Warrant, with the Form Warrant Certificate to the Company at its principal office accompanied (if so required by it) by a written instrument or instruments of Assignment attached hereto appropriately completed transfer in form satisfactory to the Company and duly executed by the Holder thereof or its by the duly appointed legal representative thereof or by a duly authorized agentattorney and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. In all cases of transfer by a power of attorney, the original power of attorney, duly approved, or a power of official copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited and remain with the Company at in its discretion. Any registration of transfer of the office specified in or pursuant Warrant is subject to Section 3(b) transferee agreeing to and accepting the terms of this Warrant Agreement and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration of transferacceptance, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred Certificate shall be issued to the transferee (a “Transferee”) named in such instrument of transfer, and a New the surrendered Warrant evidencing Certificate shall be canceled by the remaining portion Company. Any Warrant Certificate may be exchanged, at the option of this Warrant not so transferredthe Holder thereof and without change, when surrendered to the Company at its principal office, or at the office of its transfer agent, if any, shall be issued to the transferring Holder. The acceptance for another Warrant Certificate or other Warrant Certificates of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights like tenor and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), for one or more New Warrants, evidencing representing in the aggregate the right to purchase from the Company a like number and kind of Exercise Shares as the Warrant Shares which may then be purchased hereunder. Any such New Certificate surrendered for exchange or transfer, and the Warrant Certificate so surrendered shall be dated canceled by the date of such exchangeCompany or transfer agent, as the case may be.

Registration of Transfers and Exchanges. (a) The Company This Warrant shall register be transferable, subject to the transfer of any portion provisions of this Warrant in Paragraph and Paragraph 9 hereof, only upon the Warrant Registerbooks of the Company if any, to be maintained by it for that purpose, upon surrender of this Warrant, with the Form Warrant Certificate to the Company at its principal office accompanied (if so required by it) by a written instrument or instruments of Assignment attached hereto appropriately completed transfer in form satisfactory to the Company and duly executed by the Holder thereof or its by the duly appointed legal representative thereof or by a duly authorized agentattorney and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. In all cases of transfer by a power of attorney, the original power of attorney, duly approved, or a power of official copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited and remain with the Company at in its discretion. Any registration of transfer of the office specified in or pursuant Warrant is subject to Section 3(b) transferee agreeing to and accepting the terms of this Warrant Agreement and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration of transferacceptance, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred Certificate shall be issued to the transferee (a “Transferee”) named in such instrument of transfer, and a New the surrendered Warrant evidencing Certificate shall be canceled by the remaining portion Company. Any Warrant Certificate may be exchanged, at the option of this Warrant not so transferredthe Holders thereof and without change, when surrendered to the Company at its principal office, or at the office of its transfer agent, if any, shall be issued to the transferring Holder. The acceptance for another Warrant Certificate or other Warrant Certificates of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights like tenor and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), for one or more New Warrants, evidencing representing in the aggregate the right to purchase from the Company a like number and kind of Exercise Shares as the Warrant Shares which may then be purchased hereunder. Any such New Certificate surrendered for exchange or transfer, and the Warrant Certificate so surrendered shall be dated canceled by the date of such exchangeCompany or transfer agent, as the case may be.

Registration of Transfers and Exchanges. NY 242,134,021v4 (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately completed and duly executed by the Holder or its duly authorized agent, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”” ) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by signed, to the Holder Transfer Agent or its duly authorized agent, to the Company at the office specified its address for notice set forth in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws12. Upon any such registration of or transfer, a new warrant to purchase Common 2 Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything Subject to the contrary contained in this Section 2(a)14(g) below, a any transfer of any portion or assignment of this Warrant will not be effected until and Warrant Shares obtained by the Company has received an opinion Holder in exercise of counsel reasonably satisfactory this Warrant is subject to the Company, to the effect requirement that registration such securities be registered under the Securities Act is not required in connection with of 1933, as amended (the "1933 Act"), and applicable state securities laws or exempt from registration under such proposed transferlaws. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified at its address for notice set forth in or pursuant to Section 3(b), 12 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunderhereunder (provided, however, that the Company shall not be required to issue any such New Warrants in denominations of less than 50,000 warrants, or such lesser amount as may constitute the balance of the holders warrants). Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The This Warrant has been issued subject to certain investment representations of the original Holder hereof set forth in the Convertible Debenture Purchase Agreement (the "Purchase Agreement"), dated as of July 14, 1998, among the Company and purchasers of the Company's Series A 5% Convertible Debentures, Series B 5% Convertible Debentures and Series C 5% Convertible Debentures. This Warrant may be transferred only to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Subject thereto, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed signed (and payment by the Holder of any transfer taxes that are payable as a result of the transfer of this Warrant to a person other than the Holder), to the Transfer Agent or its duly authorized agent, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws). Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder, but New Warrants shall not represent the right to purchase less than 1,000 Warrant Shares unless such smaller number of Warrant Shares represents the full number of Warrant Shares as are purchasable on exercise of the New Warrant. Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Subject to Section 9 hereof, the Company shall register the transfer of any portion of this Warrant Warrant, in whole or in part, upon records to be maintained by the Warrant RegisterCompany for that purpose, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately completed and duly executed endorsed by the Holder or its duly authorized agentRegistered Holder, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws). Upon any such registration of transfer, a new warrant to purchase Common StockWarrant, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant Common Stock purchase rights so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant new Warrant, in similar form, evidencing the remaining portion of this Warrant Common Stock purchase rights not so transferred, if any, shall be issued to the transferring Registered Holder. ____________ 1 Five (5) years from the Exercise Date. 2 The acceptance amount shall be 50% of the New Warrant by shares of Common Stock that the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything Registered Holder is entitled to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with the conversion of the Registered Holder’s Promissory Note when such proposed transferPromissory Note first becomes convertible. (b) This Warrant is exchangeable, upon the surrender hereof by the Registered Holder to at the office of the Company specified in or pursuant to Section 3(b)) hereof, for one or more New new Warrants, evidencing in substantially the form of this Warrant evidencing, in the aggregate aggregate, the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any , each of such New Warrant shall new Warrants to be dated the date of such exchangeexchange and to represent the right to purchase such number of Warrant Shares as shall be designated by the Registered Holder at the time of such surrender.

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached ____________________ 1 Divisible protata among the investors. 95 hereto appropriately duly completed and duly executed by signed, to the Holder Transfer Agent or its duly authorized agent, to the Company at the office specified its address for notice set forth in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified at its address for notice set forth in or pursuant to Section 3(b), 11 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange. (c) This Warrant has been issued subject to certain investment representations of the original Holder set forth in the Convertible Debenture Purchase Agreement among the Company and the Holder dated as of July 27, 2000 (the "Purchase Agreement") and may only be transferred or exchanged in compliance with the transfer restrictions contained therein.

Registration of Transfers and Exchanges. (a) The Company shall from time to time register the transfer of any portion outstanding Warrant Certificates in a Warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of this Warrant transfer in the form as set forth on the reverse side of the form of Warrant Register, upon surrender of this Warrant, with the Form of Assignment Certificate attached hereto appropriately completed and as Exhibit A, duly executed by the Holder registered holder or its holders thereof or by the duly appointed legal representative thereof or by a duly authorized agentattorney, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance together with Section 4, provided that (if such transfer is made in compliance with pursuant to clause (1)(w) or (1)(y) of the Securities Act and state securities lawsnext paragraph) the opinion of counsel specified therein. Upon any such registration of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred Certificate shall be issued to the transferee (a “Transferee”transferee(s) and a New the surrendered Warrant evidencing the remaining portion of this Warrant not so transferred, if any, Certificate shall be issued to cancelled and disposed of by the transferring HolderCompany. The Holders, by their acceptance of Warrant Certificates or certificates evidencing Warrant Shares, agree that any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in a name other than the New name in which such Warrant by Certificate is registered) of any Warrant or Warrant Shares may be effected only (1)(w) inside the Transferee thereof shall be deemed United States (i) to a person who the acceptance seller reasonably believes is a qualified institutional buyer within the meaning of such Transferee Rule 144A under the Securities Act in a transaction meeting the requirements of all Rule 144A, (ii) in accordance with Rule 144 under the Securities Act or (iii) pursuant to another exemption from the registration requirements of the rights Securities Act (and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received based upon an opinion of counsel reasonably satisfactory to the Company to such effect, if the Company so requests), (x) to the Company, (y) outside the United States to a foreign person in a transaction meeting the effect that registration requirements of Rule 904 under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, and based upon the surrender hereof by the Holder an opinion of counsel reasonably satisfactory to the office of Company to such effect, if the Company specified in so requests) or pursuant to Section 3(b(z), for one or more New Warrants, evidencing in the aggregate the right to purchase the number case of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.only, pursuant to an

Registration of Transfers and Exchanges. (a) This Warrant or the Warrant Shares issued upon any exercise hereof may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act. In connection with any transfer of this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Holder agrees to the imprinting, so long as is required by this Sectiox 0(x), of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below) or a legend of similar import on any Warrant Shares issued upon an exercise hereof. Any such transferee shall agree in writing to be bound by the terms of this Warrant and shall have the rights of Holder under this Warrant. (b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) This Warrant or the Warrant Shares issued upon any exercise hereof may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act. In connection with any transfer of this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below) or a legend of similar import on any Warrant Shares issued upon an (b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached ____________________________________ 1 Divisible protata among the investors. 79 hereto appropriately duly completed and duly executed by signed, to the Holder Transfer Agent or its duly authorized agent, to the Company at the office specified its address for notice set forth in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified at its address for notice set forth in or pursuant to Section 3(b), 11 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange. (c) This Warrant has been issued subject to certain investment representations of the original Holder set forth in the Convertible Debenture Purchase Agreement among the Company and the Holder dated as of July 27, 2000 (the "Purchase Agreement") and may only be transferred or exchanged in compliance with the transfer restrictions contained therein.

Registration of Transfers and Exchanges. (a) The Subject to Section 9 hereof, the Company shall register the transfer of any portion of this Warrant Warrant, in whole or in part, upon records to be maintained by the Warrant RegisterCompany for that purpose, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately completed and duly executed endorsed by the Registered ______________ 1 Five (5) years from the Exercise Date. 2 The amount shall be 50% of the shares of Common Stock that the Registered Holder or its duly authorized agentis entitled to in connection with the conversion of the Registered Holder’s Promissory Note when such Promissory Note first becomes convertible. Holder, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws). Upon any such registration of transfer, a new warrant to purchase Common StockWarrant, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant Common Stock purchase rights so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant new Warrant, in similar form, evidencing the remaining portion of this Warrant Common Stock purchase rights not so transferred, if any, shall be issued to the transferring Registered Holder. The acceptance of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Registered Holder to at the office of the Company specified in or pursuant to Section 3(b)) hereof, for one or more New new Warrants, evidencing in substantially the form of this Warrant evidencing, in the aggregate aggregate, the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any , each of such New Warrant shall new Warrants to be dated the date of such exchangeexchange and to represent the right to purchase such number of Warrant Shares as shall be designated by the Registered Holder at the time of such surrender.

Registration of Transfers and Exchanges. (a) The Subject to the provisions of (b) below, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities lawsterms hereof. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of by such Transferee transferee of all of the rights and obligations of a holder Holder of a this Warrant. Notwithstanding anything to . (b) In the contrary contained in this Section 2(a), a transfer of any portion event the Holder of this Warrant will not be effected until desires to transfer this Warrant, or any Warrant Shares issued upon the exercise hereof prior to the registration thereof pursuant to Section 4, the Holder shall provide the Company has received with a written notice describing the manner of such transfer and an opinion of counsel (reasonably acceptable to the Company) that the proposed transfer may be effected without registration or qualification (under any federal or state law), whereupon such Holder shall be entitled to transfer this Warrant or to dispose of any Warrant Shares in accordance with the notice delivered by such Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel satisfactory to the Company, Company to the effect that registration under prevent further transfers which would be in violation of Section 5 of the Securities Act is not required in connection with such proposed transferAct. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), the terms hereof for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall Warrants will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Company shall register Subject to the transfer of any portion of limitations set forth below, this Warrant in may be exchanged at the Warrant Registeroption of the Holder, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately completed and duly executed by the Holder or its duly authorized agent, when surrendered to the Company at its office, for another Warrant or other Warrants of like tenor and representing in the aggregate a like number of Warrant Securities. When this Warrant is surrendered for exchange it shall be canceled and disposed of by the Company. Upon due presentation for registration of exchange of this Warrant at the office specified in or pursuant to Section 3(b) and upon of the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration of transferCompany, a new warrant Warrant or Warrants of like tenor and evidencing in the aggregate a like number of Warrant Securities shall be issued, without charge, to purchase Common Stockthe transferee(s) in exchange for this Warrant, subject to the limitations set forth herein. (b) Without limiting the restrictions of Section 10 hereof, in substantially connection with any Transfer (as defined below), the form Holder shall, if required by the Company, obtain from counsel to such Holder (who may be in-house counsel for Titan Sports, Inc.) an opinion that the proposed Transfer of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not may be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that without registration under the Securities Act is not required in connection with such proposed transfer. of 1933, as amended (bthe "Act") This or applicable state securities law. When this Warrant is exchangeable, upon the surrender hereof surrendered for Transfer it shall be canceled and disposed of by the Holder to Company. Upon due presentation for registration of Transfer of this Warrant at the office of the Company specified in Company, a new Warrant or pursuant to Section 3(b), for one or more New Warrants, Warrants of like tenor and evidencing in the aggregate the right to purchase the a like number of Warrant Shares which may then be purchased hereunder. Any such New Warrant Securities shall be dated issued, without charge, to the date of such exchangetransferee(s) in exchange for this Warrant, subject to the limitations set forth herein. As used herein, "Transfer" means sell, assign, transfer, pledge, hypothecate, mortgage, encumber, dispose by gift or bequest, or otherwise transfer or disposition.

Registration of Transfers and Exchanges. (aConcurrent with the surrender of any outstanding Warrant Certificate(s) The accompanied by a written instrument or instruments of transfer substantially in the form of Exhibit B hereto, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, the Company shall promptly register the transfer of any portion of this outstanding Warrant Certificates in a Warrant register to be maintained by the Company and promptly issue a new Warrant Certificate in the name of the transferee(s). The surrendered Warrant Register, upon surrender Certificate(s) shall thereupon be cancelled and disposed of this Warrant, with the Form of Assignment attached hereto appropriately completed and duly executed by the Holder or its duly authorized agent, Company. Each of the Holders represents and warrants to the Company at that: (a) such Holder is an institutional accredited investor within the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with meaning of Regulation D of the Securities Act and state securities laws. Upon the Warrants to be acquired by it pursuant to Section 12 of the Bridge Loan Agreement are being acquired for its own account and without a view to, or for resale in connection with, any such registration of transfer, a new warrant to purchase Common Stock, in substantially distribution thereof or any interest therein; provided that the form provisions of this Warrant (Section shall not prejudice such Holder s right at all times to sell or otherwise dispose of all or any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance part of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of Warrants so acquired pursuant to a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with or an exemption from such proposed transfer.registration available under the Securities Act; (b) This such Holder has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Warrants, such Holder is capable of bearing the economic risks of such investment and such Holder has had the opportunity to conduct its own due diligence investigation in relation to its purchase of the Warrants hereunder; (c) no part of the funds used by such Holder to purchase the Warrants hereunder constitutes assets of any plan (as defined in Section 4975 of the Internal Revenue Code). The Holders agree that prior to any proposed transfer of the Warrant or of the Warrant Shares, if such transfer is exchangeablenot made pursuant to an effective Registration Statement under the Securities Act, upon pursuant to Rule 144 or Rule 144A under the surrender hereof Securities Act, or an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Securities Act, the Holder will, if requested by the Holder Company, deliver to the office Company: (1) an investment covenant substantially similar to Section 4(a) above signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company specified in or pursuant a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 3(b4 relating to the transfer of such Warrant or Warrant Shares. The Holders agree that each Warrant Certificate and any certificate representing the Warrant Shares will bear the following legend: "NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (AND ANY PREDECESSOR) NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS." Subject to the foregoing provisions, Warrant Certificates may be exchanged at the option of the Holder(s) thereof, when surrendered to the Company at its office for one another Warrant Certificate or more New Warrants, evidencing other Warrant Certificates of the like tenor and representing in the aggregate the right to purchase the a like number of Warrants. Warrant Certificates surrendered for exchange shall be, upon issuance of the new Warrant Certificate(s), cancelled and disposed of by the Company. On delivery of the Warrants by the Escrow Agent to the Warrant Holder or Holders pursuant to the Escrow Agreement, each Warrant Holder will have registration rights with respect to the Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchangeas set forth in Section 14 hereof.

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by signed and a written opinion of Holder's counsel that such transfer is exempt from registration under the Holder or its duly authorized agentSecurities Act, to the Company at the office specified in or pursuant to Section 3(b) and upon ), provided, however that the Holder's compliance with Holder shall not make any transfers to any transferee pursuant to this Section 4, provided that such transfer is made in compliance with for the Securities Act and state securities lawsright to acquire less than 1,000 Warrant Shares. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of If this Warrant will not be effected until is duly assigned in accordance with the terms hereof, then the Company has received an opinion agrees, upon the request of counsel reasonably satisfactory to the Companyassignee, to amend or supplement promptly any effective registration statement covering the effect Warrant Shares so that registration under the Securities Act direct assignee of the original Holder is not required in connection with such proposed transferadded as a selling stockholder thereunder. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New WarrantsWarrants in the name of such Holder, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Subject to Section 2(c), the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by signed, to the Holder Transfer Agent or its duly authorized agent, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws). Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange. (i) By acceptance of this Warrant, the Holder acknowledges that it is acquiring this Warrant and the Warrant Shares issuable upon exercise hereof for its own account and not with a view to or for distribution or resale, without prejudice, however to the Holder's right, subject to the provisions of the Purchase Agreement to which the original Holder and the Company are parties, of even date herewith, pursuant to which this Warrant was issued (the "Purchase Agreement"), at all times, to sell or otherwise dispose of all or any part of such securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and in compliance with applicable federal and state securities laws or under an exemption from such registration. (ii) The Holder agrees to the imprinting, so long as is required by the Purchase Agreement, of the following legend on the Warrant and Warrant Shares: [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE] HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant Note in the Warrant Register, Note Register upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately completed and duly executed by the Holder or its duly authorized agent, Note to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities lawsits address for notice set forth herein. Upon any such registration of or transfer, a new warrant to purchase Common StockNote, in substantially the form of this Warrant Note (any such new warrantdebenture, a “New WarrantNote”), evidencing the portion of this Warrant Note so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant Note evidencing the remaining portion of this Warrant Note not so transferred, if any, shall be issued to the transferring HolderInvestor. The acceptance of the New Warrant Note by the Transferee transferee thereof shall be deemed the acceptance of by such Transferee transferee of all of the rights and obligations of a holder of a WarrantNote, including, without limitation, the rights and obligations described in the Subordination Agreement, and such transferee shall be a Subordinated Creditor under the Subordination Agreement. Notwithstanding anything to This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the contrary contained Investor surrendering the same. No service charge or other fee will be imposed in this Section 2(a), a connection with any such registration of transfer or exchange. The Company agrees that its prior consent is not required for the transfer of any portion of this Warrant Note, except that without the prior consent of the Company (which will not be effected until unreasonably withheld or delayed), Notes may not be transferred (A) in increments of less than the lesser of (x) $2 million and (y) the remaining principal amount of Notes held by the transferring Investor or (B) to Persons (1) identified as “competitors” of the Company has received an opinion of counsel reasonably satisfactory or (2) engaged in, or who have threatened in writing to engage in, a material Action against the Company, in each case of (1) and (2) as disclosed in Schedule 4.1(d) to the effect that registration under the Securities Act is not required Purchase Agreement or in connection with such proposed transfer. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office periodic reports of the Company specified in or pursuant filed by the Company with the Commission under the Exchange Act. The foregoing prohibitions shall not apply to Section 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number transfers of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchangeUnderlying Shares.

Registration of Transfers and Exchanges. (a) This Warrant may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Class A Warrant 2 Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and shall have the rights of Holder under this Warrant. (b) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by signed, to the Holder Transfer Agent or its duly authorized agent, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws). Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by signed and a written opinion of Holder's counsel that such transfer is exempt from registration under the Holder or its duly authorized agentSecurities Act, to the Company at the office specified in or 2 pursuant to Section 3(b) and upon ); provided, however that the Holder's compliance with Holder shall not make any transfers to any transferee pursuant to this Section 4, provided that such transfer is made in compliance with for the Securities Act and state securities lawsright to acquire less than 1,000 Warrant Shares. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of If this Warrant will not be effected until is duly assigned in accordance with the terms hereof, then the Company has received an opinion agrees, upon the request of counsel reasonably satisfactory to the Companyassignee, to amend or supplement promptly any effective registration statement covering the effect Warrant Shares so that registration under the Securities Act direct assignee of the original Holder is not required in connection with such proposed transferadded as a selling stockholder thereunder. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), ) for one or more New WarrantsWarrants in the name of such Holder, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity. (b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws10. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a this Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any . (d) Unless the resale of the Warrant Shares has been registered under the Securities Act of 1933, as amended, each certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued to any subsequent transferee of any such New Warrant certificate, shall be dated stamped or otherwise imprinted with a legend in substantially the date of such exchangefollowing form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.”

Registration of Transfers and Exchanges. (a) This Warrant or the Warrant Shares issued upon any exercise hereof may only be transferred (i) pursuant to an effective registration statement under the Securities Act, (ii) to the Company or (iii) pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In connection with any transfer of this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel to the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer may be made without registration under the Securities Act. Holder agrees to the imprinting, so long as is required by applicable securities laws, of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below). Any such transferee shall agree by virtue of having a New Warrant registered in its name in accordance with Section 2(b) below to be bound by the terms of this Warrant and shall have the rights of Holder under this Warrant. (b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) on the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws12. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant shall be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) This Warrant may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall be void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the Holder may transfer this Warrant, or any portion thereof, without the prior written consent of the Company, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity. (b) The Company shall register the transfer of any portion of this Warrant in conformance with Section 2(a) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto appropriately duly completed and duly executed by the Holder or its duly authorized agentsigned, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws10. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “"New Warrant”"), evidencing the portion of this Warrant so transferred shall be issued to the transferee (a “Transferee”) and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Transferee transferee thereof shall be deemed the acceptance of such Transferee transferee of all of the rights and obligations of a holder of a this Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (bc) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b), 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any . (d) Each certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued to any subsequent transferee of any such New certificate, unless, in each case, such Warrant Shares are eligible for resale without registration pursuant to Rule 144(k) under the Exchange Act, or has been sold pursuant to and in compliance with Rule 144 or an effective registration statement under the Securities Act, shall be dated bear the date of such exchangefollowing legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED."

Registration of Transfers and Exchanges. (a) The Company shall from time to time register the transfer of any portion outstanding Warrant Certificates in a Warrant register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of this Warrant transfer in the form set forth on the reverse side of the form of Warrant Register, upon surrender of this Warrant, with the Form of Assignment Certificate attached hereto appropriately completed and as Exhibit A, duly executed by the registered Holder or its Holders thereof or by the duly appointed legal representative thereof or by a duly authorized agentattorney, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance together with Section 4, provided that (if such transfer is made in compliance with pursuant to clause (1)(w) or (1)(y) of the Securities Act and state securities lawsnext paragraph) the opinion of counsel specified therein. Upon any such registration of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred Certificate shall be issued to the transferee (a “Transferee”transferee(s) and a New the surrendered Warrant evidencing the remaining portion of this Warrant not so transferred, if any, Certificate shall be issued to canceled and disposed of by the transferring HolderCompany. The Holders of Warrant Shares, by their acceptance of Warrant Certificates or certificates evidencing Warrant Shares, agree that any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in a name other than the New name in which such Warrant by Certificate is registered) of any Warrant or Warrant Shares may be effected only (1)(w) inside the Transferee thereof shall be deemed United States (I) to a person who the acceptance seller reasonably believes is a qualified institutional buyer within the meaning of such Transferee Rule 144A under the Securities Act in a transaction meeting the requirements of all Rule 144A, (II) in accordance with Rule 144 under the Securities Act or (III) pursuant to another exemption from the registration requirements of the rights Securities Act (and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant will not be effected until the Company has received based upon an opinion of counsel reasonably satisfactory to the Company to such effect), (x) to the Company, (y) outside the United States to a foreign person in a transaction meeting the effect that registration requirements of Rule 904 under the Securities Act (and based upon an opinion of counsel reasonably satisfactory to the Company to such effect) or (z), in the case of Warrant Shares only, pursuant to an effective registration statement under the Securities Act and (2) in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction. Each Holder by acceptance of Warrant Certificates or certificates evidencing Warrant Shares, agrees to, and each subsequent Holder is not required to, notify any purchaser thereof of the resale restrictions set forth above. Prior to any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in connection with a name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares, the Holder thereof shall give written notice to the Company of such Holder's intention to effect such transfer and the names and circumstances thereof and, if the proposed transfer.transfer is pursuant to clause (1)(w) or (1)(y) of the second preceding sentence, will, if requested by the Company, deliver to the Company: (b1) This Warrant is exchangeablean investment covenant, upon the surrender hereof signed by the Holder proposed transferee, setting forth acceptance of the provisions referenced in this Section 4 and reasonably satisfactory to the office Company; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company specified in or pursuant a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares or such other legend as the Company reasonably believes is required by law; and (4) an agreement by such transferee to be bound by the provisions of this Section 3(b4 relating to the transfer of such Warrant or Warrant Shares. The Warrant Holders agree that each Warrant Certificate and any certificate representing the Warrant Shares will bear the following legend: THE SECURITY REPRESENTED BY THIS CERTIFICATE (AND ANY PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTXXX 0 XX XXX XXXXXX XXXXXX XXXURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THE WARRANTS EVIDENCED HEREBY AGREES FOR THE BENEFIT OF MAXXIM MEDICAL, INC., A TEXAS CORPORATION (THE "COMPANY"), THAT (A) SUCH SECURITY (AND, IF SUCH SECURITY EVIDENCES A WARRANT, THE WARRANT SHARES ISSUABLE PURSUANT THERETO) MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (W) INSIDE THE UNITED STATES (I) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (II) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR (III) PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL, IF THE COMPANY SO REQUESTS), (X) TO THE COMPANY, (Y) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL, IF THE COMPANY SO REQUESTS) OR (Z), IN THE CASE OF WARRANT SHARES ONLY, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE SECURITY REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AND HAS THE BENEFIT OF CERTAIN REGISTRATION RIGHTS, CONTAINED IN THE STOCKHOLDERS' AGREEMENT, DATED AS OF NOVEMBER 12, 1999, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES. Subject to the foregoing provisions, Warrant Certificates may be exchanged at the option of the Holder(s) thereof, when surrendered to the Company at its office for one another Warrant Certificate or more New Warrants, evidencing other Warrant Certificates of like tenor and representing in the aggregate the right to purchase the a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled and disposed of by the Company. On delivery of the Warrants by the Company to the Purchasers pursuant to the Purchase Agreement, each Holder will have registration rights with respect to the Warrant Shares which set forth in the Stockholders' Agreement, dated as of November 12, 1999, among the Company and the other parties set forth on the signature pages thereto, as the same may then be purchased hereunderamended from time to time (the "Stockholders' Agreement"). Any Every Holder of a Warrant Certificate, by accepting the same, consents and agrees with the Company and with every subsequent Holder of such New Warrant Certificate that, prior to due presentment of such Warrant Certificate for registration of transfer, the Company may treat the person in whose name the Warrant Certificate is registered as the owner thereof for all purposes and as the person entitled to exercise the registration rights granted under the Warrants, and neither the Company nor any agent thereof shall be dated affected by any notice to the date of such exchangecontrary.