Common use of Registration Under the Securities Act of 1933 Clause in Contracts

Registration Under the Securities Act of 1933. (a) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the Company shall advise the Holder of Warrants or the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days prior to the filing of any registration statement under the Act (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms) covering securities of the Company and will upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii). (b) The following provisions shall also be applicable: (i) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.

Registration Under the Securities Act of 1933. (a1) For If the four year Holder is not entitled to resell the Warrant Shares under Rule 144 of the Act, then, within twelve (12) months of the exercise of this Warrant, the Company shall file at its own expense a registration statement on Form S-3 if available for use by the Company (the "Registration Statement"), covering the resale of the Warrant Shares by the Holder thereof, and shall use its best efforts to cause the Registration Statement to become effective and to keep the Registration Statement effective until such time that the Warrant Shares have been sold or the Holder is entitled to sell the Warrant Shares under Rule 144. The Warrant Shares also shall be registered under such state securities laws as the Holder may reasonably request. The Company promptly shall give the Holders written notification of the effectiveness of the Registration Statement under the Act, and, when determined, each state where registered. (2) Notwithstanding the above, the Company's obligation to file the Registration Statement, and/or to keep the Registration continuously effective shall be suspended during any period commencing after January 19that there exists any material, 1996 non-public information relating to the Company. Holder recognizes that the occurrence of certain corporate developments, including significant acquisitions, may result in the failure of the Registration Statement to contain all information required in accordance with applicable law until an amendment or supplement is filed and made available to the Holder. Holder recognizes that in such event, sales under the Registration Statement will be suspended until the Company files the necessary amendments or supplements thereto. The Company agrees to use its best efforts to prepare and file with the Securities and Exchange Commission, such amendments and supplements to the Registration Statement, as well as the prospectus used in connection therewith, as may be necessary to keep the Registration Statement effective until such time as all of the Warrant Shares covered by the Registration Statement are sold or the Holder is entitled to sell such Warrant Shares under Rule 144. In connection therewith, the Company shall supply prospectuses and such other documents as the Holder may reasonably request in order to facilitate the sale or other disposition of such Warrant Shares. (subject 3) If at any time the Company shall determine to register under the Act any of its capital stock (other than a registration pursuant to Section 8(f(j)(1), a registration relating solely to the sale of securities to participants in a Company employee benefits plan, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Warrant Shares or a registration in which the offer and sale of the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), it shall send to the Holder written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Warrant Shares that the Holder requests to be registered. If the total amount of shares requested by the Holder to be included in such offering exceeds the amount of securities that the managing underwriter determines in its sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including the Warrant Shares, which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering (the securities so included to be allocated first, to the Company, and second, to the Holder). The number of shares requested to be included by the Holder shall not be reduced below 10% of the total number of securities to be provided in the registration. (4) The Company will make timely filings of all required reports in accordance with requirements of the Securities Exchange Act of 1934, as amended. (5) In the case of a registration under this Section (j), the Company shall advise the Holder bear all costs and expenses of Warrants or the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days prior to the registration, including, but not limited to, filing of any registration statement under the Act (other than a registration statement on Form X-0fees, Xxxx X-0 or subsequent similar forms) covering securities of the Company “blue sky” fees and will upon the request of any such holderexpenses, include in any such registration statement such information as may be required to permit a public offering of the Warrant Sharesand all NASD, stock exchange listing and qualification fees; provided, however, that the Company shall have no obligation to pay or otherwise bear (i) any portion of the underwriter’s commissions or discounts attributable to the Warrant Shares being offered and sold by the Holder, (ii) any stock transfer taxes, (iii) any fees of counsel for the Holder, or (iv) any of such expenses if the registration statement relates to a public offering payment of such expenses by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold is prohibited by the holder would adversely affect laws of a state in which such offering is qualified and only to the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities extent so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day periodprohibited; provided, however, that the Company shall not be required to keep pay for any expenses of any registration proceeding begun if the registration statement effective beyond request is subsequently withdrawn at the date after which request of the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii)Holder. (b) The following provisions shall also be applicable: (i) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii6) The Company shall indemnify and hold harmless the Holder of the Warrant Shares covered by the Registra­tion Statement, each such holder and each underwriter, underwriter (within the meaning of the Act) of the Warrant Shares, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter (within the meaning of such the Act; provided, however, that ) the Holder and/or any such holder or underwriter shall at the same time indemnify the Companyunderwriter, its directorsfrom, each officer signing the related registration statementagainst, each person, if any, who controls the Company within the meaning for and in respect of such Act and each other Holder, from and against any and all losses, claims, damages damages, liabilities, expenses (including reasonable attorneys fees), and liabilities caused by costs (collectively, the "Liabilities") to which the Holder, underwriter, or controlling person may become subject, under the Act or otherwise, insofar as such Liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a any material fact contained in the Registration Statement, any registration statement preliminary prospectus or final prospectus constituting a part thereof, or any prospectus required to be filed amendment or furnished by reason supplement thereto, or arise out of this Section 8 or caused by any are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company shall reimburse the Holder, insofar as underwriter, and controlling person for any and all expenses (including reasonable attorneys’ fees) reasonably incurred by each such losses, claims, damages party in connection with investigating or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by defending any such holder Liability or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8action; provided, however, that in the event that both (i) this Warrant Company shall not be included liable in any such registration case to the extent that any such Liability arises out of or is based upon an untrue statement or omission in such Registration Statement, preliminary prospectus, final prospectus, amendment or supplement, made in reliance upon and in conformity with information furnished by any Holder, underwriter, or controlling person. (ii7) this Warrant The Holder shall indemnify and hold harmless the Company, each of its directors and officers who have signed such Registration Statement as well as such amendments and supplements thereto, and each person, if any, who controls the Company (within the meaning of the Act), from, against, for and in respect to any and all Liabilities to which the Company or any such director, officer, or control­ling person may become subject, under the Act or otherwise, insofar as such Liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in such Registration Statement, preliminary prospectus, final prospectus, amendment or supplement, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. The Holder shall reimburse the Company or any such director, officer, or controlling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any such Liability or action; provided, however, in each case, the Holder shall be transferred at a time subsequent liable only to the effective date of extent that such registration untrue statement at which time the registration statement is currentor omission in such Registration Statement, then this Warrant shall cease to be exercisable after 5:00 P. M.preliminary prospectus, New York City time on the thirtieth (30th) day after the date of such transfer orfinal prospectus, if such thirtieth (30th) day shall be a day on which banking institutions amendment or supplement, was made in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to reliance upon and in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected conformity with information furnished by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the WarrantsHolder.

Registration Under the Securities Act of 1933. (a1) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the The Company shall advise the Holder of Warrants this Warrant or of the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty four weeks (30except, in the case of the proposed registration statements relating to (i) days the shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock issued in the exchange offer by the Company in February 1998, and (ii) the shares of Common Stock issued in the Units sold by the Company in the Private Placement and the shares of Common Stock underlying Warrants included in such Units, five days) prior to the filing of any registration statement or post-effective amendment thereto under the Securities Act of 1933 (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar formsthe "Act") covering securities of the Company and will for a period of five years, commencing on the initial closing of the Private Placement, upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectusesprospectuses and other documents as the Holder may request in order to facilitate the public sale or other disposition of the Warrant Shares, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and do any and all other acts and things which may be necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Warrant Shares, and furnish indemnification in the manner as set forth in Subsection (3)(C) of this Section 8(b)(ii(j). Such holders shall furnish information and provide indemnification as set forth in Subsection (3)(C) of this Section 8(b)(ii(j), except that the maximum amount which may be recovered from the Holder shall be limited to the amount of proceeds received by the Holder from the sale of the Warrant Shares. (b2) If any majority holder (as defined in Subsection (4) of this Section (j) below) shall give notice to the Company at any time during the five year period commencing on the initial closing of the Private Placement to the effect that such holder contemplates (i) the transfer of all or any part of his or its Warrants and/or Warrant Shares, or (ii) the exercise and/or conversion of all or any part of his or its Warrants and the transfer of all or any part of the Warrants and/or Warrant Shares under such circumstances that a public offering (within the meaning of the Act) of Warrant Shares will be involved, and desires to register under the Act the Warrant Shares, then the Company shall, within three weeks after receipt of such notice, file a registration statement pursuant to the Act, to the end that the Warrant Shares may be sold under the Act as promptly as practicable thereafter and the Company will use its best efforts to cause such registration to become effective and continue to be effective (current) (including the taking of such steps as are necessary to obtain the removal of any stop order) until the holder has advised that all of the Warrant Shares have been sold; provided that such holder shall furnish the Company with appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. In the event the registration statement is not declared effective under the Act prior to March 23, 2005, the Company shall extend the expiration date of the Warrants to a date not less than 90 days after the effective date of such registration statement. The holder may, at its option, request the registration of the Warrant Shares in a registration statement made by the Company as contemplated by Subsection (1) of this Section (j) or in connection with a request made pursuant to Subsection (2) of this Section (j) prior to the acquisition of the Warrant Shares upon exercise of the Warrants and even though the holder has not given notice of exercise of the Warrants. If the Company determines to include securities to be sold by it in any registration statement originally requested pursuant to this Subsection (2) of this Section (j), such registration shall instead be deemed to have been a registration under Subsection (1) of this Section (j) and not under Subsection (2) of this Subsection (j). The holder may thereafter at its option, exercise the Warrants at any time or from time to time subsequent to the effectiveness under the Act of the registration statement in which the Warrant Shares were included. Any registration requested pursuant to this Section (j)(2) shall, if the Company is eligible to use Form S-3 (or any successor Form) under the Act, be effected on a Form S-3 Registration Statement. (3) The following provisions provision of this Section (j) shall also be applicable: (iA) Within ten days after receiving any such notice pursuant to Subsection (2) of this Section (j), the Company shall give notice to the other holders of Warrants and Warrant Shares, advising that the Company is proceeding with such registration statement and offering to include therein Warrant Shares of such other holders, provided that they shall furnish the Company with such appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. Following the effective date of such registration, the Company shall upon the request of any owner of Warrant Shares forthwith supply such a number of prospectuses meeting the requirements of the Act, as shall be requested by such owner to permit such holder to make a public offering of all Warrant Shares from time to time offered or sold to such holder, provided that such holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of such holder) in connection therewith as the Company shall request in writing. The Company shall also use its best efforts to qualify the Warrant Shares for sale in such states as such majority holder shall designate. (B) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 Subsection (1) of this WarrantSection (j) notwithstanding that Warrant Shares subject to this Warrant may be included in any such registration. The Company shall also comply with one request for registration made by the majority holder pursuant to Subsection (2) of this Section (j) at its own expense and without charge to any holder of any Warrants and/or Warrant Shares; and the Company shall comply with one additional request made by the majority holder pursuant to Subsection (2) of this Section (j) (and not deemed to be pursuant to Subsection (1) of this Section (j)) at the sole expense of such majority holder. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 (j) shall, however, bear the fees of his own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (iiC) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 (j) or any application or other filing under any state securities law caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulationmisleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information uponinformation furnished or required to be furnished in writing to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; Act provided, however, that the Company will not be liable in any such holder case to the extent that any such loss, claim, damage or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning liability arises out of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any or is based upon an untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any alleged untrue statement or omission is based or alleged omission made in said registration statement, said preliminary prospectus, said final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to by such Holder or any other Holder, specifically for use in the Company preparation thereof. (D) Neither the giving of any notice by any such majority holder nor the making of any request for prospectuses shall impose such majority holder or underwriter expressly for use therein. (c) The Company's agreements with respect owner making such request any obligation to sell any Warrants and/or Warrant Shares, or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.

Registration Under the Securities Act of 1933. (a) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the The Company shall advise the Holder of Warrants this Option or of the Warrant Option Shares or any then holder of the Warrants Options or Warrant Option Shares (such persons being collectively referred to herein as "holdersHolders") by written notice at least thirty (30) days prior to the filing of any post-effective amendment to the Company's Registration Statement No. 333-90731 on Form S-2 ("Registration Statement"), declared effective by the Securities and Exchange Commission on ____________, 2000 or of any new registration statement under the Act (other than a registration statement on Form X-0, Xxxx X-0 S-8 or subsequent similar formsForm S-4 or a successor form) or post-effective amendment thereto under the Securities Act of 1933 (the "Act") covering securities of the Company and will for a period of six years, commencing one year from the effective date of the Registration Statement, upon the request of any such holderHolder, include in any such post-effective amendment or registration statement such information as may be required to permit a public offering of the Warrant Option Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectusesprospectuses and other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Option Shares, use its reasonable best efforts to qualify the Warrants and the Warrant Option Shares for sale in such states as any such holder Holder shall reasonably designates designate and do any and all other acts and things which may be reasonably necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Option Shares, and furnish indemnification in the manner as set forth in Section 8(b)(ii10(c)(iii). Such holders Holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii10(c)(iv), except that the maximum amount which may be recovered from the Holder shall be limited to the amount of net proceeds received by the Holder from the sale of the Option Shares. The Company's obligations to include the Option Shares in a public offering under this Section 10(a) shall be subject to the provisions of Section 10(f), below. (b) If any majority holder (as defined in Section 10(d) below) shall give notice to the Company at any time during the four-year period commencing one year from the effective date of the Registration Statement to the effect that such holder contemplates (i) the transfer of all or any part of his, her, or its Option Shares, or (ii) the exercise and/or conversion of all or any part of his, her, or its Options and the transfer of all or any part of the Option Shares under such circumstances that a public offering (within the meaning of the Act) of Option Shares will be involved, and desires to register under the Act the Option Shares, then the Company shall, within sixty (60) days after receipt of such notice, prepare and file a post-effective amendment to the Registration Statement or a new registration statement on Form X-0, X-0 or such other form as the holder requests and for which the Company and the proposed transaction qualify, pursuant to the Act, to the end that the Option Shares may be sold under the Act as promptly as practicable thereafter and the Company will use its best efforts to cause such registration to become effective and continue to be effective (including the taking of such steps as are necessary to obtain the removal of any stop order) for the lesser of (A) 180 days or (B) the date on which the holder has advised the Company that all of the Option Shares have been sold; provided that such Holders shall furnish the Company with appropriate information (relating to the intentions of such Holders) in connection therewith as the Company shall reasonably request in writing. Subject to applicable state law, in the event the registration statement is not declared effective under the Act within 180 days after the majority holder first gives notice to the Company of his, her, or its desire to register Option Shares under the Act, then at the Holders' request, the Company shall purchase the Options from the Holders for a per share price equal to the fair market value of the Common Stock less the per share Exercise Price. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration of Option Shares pursuant to this Section 10(b) a certificate signed by the President of the Company stating that a Blackout Period (as defined in Section 10(e)) is in effect, the Company shall have the right to defer such filing during the term of such Blackout Period. The Holder may, at its option, request the registration of the Option Shares in a registration statement made by the Company as contemplated by Section 10(a) or in connection with a request made pursuant to this Section 10(b) prior to the acquisition of the Option Shares upon exercise of the Option and even though the Holder has not given notice of exercise of the Option. If the Company determines to include securities to be sold by it in any registration statement originally requested pursuant to this Section 10(b), such registration shall instead be deemed to have been a registration under Section 10(a) and not under this Section 10(b). The Holder may thereafter at its option, exercise the Options at any time or from time to time subsequent to the effectiveness under the Act of the registration statement in which the Option Shares were included. (c) The following provisions of this Section 10 shall also be applicable: (i) Within ten days after receiving any such notice pursuant to Section 10(b), the Company shall give notice to the other Holders of Options and Option Shares, advising that the Company is proceeding with such post-effective amendment or registration statement and offering to include therein Option Shares of such other Holders, provided that they shall furnish the Company with such appropriate information in connection therewith as the Company shall reasonably request in writing to enable the Company to effect such registration. Following the effective date of such post-effective amendment or registration, the Company shall upon the request of any owner of Options and/or Option Shares forthwith supply such a number of prospectuses meeting the requirements of the Act, as shall be reasonably requested by such owner to permit such Holder to make a public offering of all Option Shares from time to time offered or sold to such Holder, provided that such Holder shall from time to time furnish the Company with such appropriate information in connection therewith as the Company shall request in writing to enable the Company to effect such registration. The Company shall also use its reasonable best efforts to qualify the Option Shares for sale in such states as such majority Holder shall reasonably designate. (ii) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 10(a) notwithstanding that Option Shares subject to this Option may be included in any such registration. The Company shall also comply with one request for registration made by the majority holder pursuant to Section 10(b) at its own expense and without charge to any Holder of this Warrantany Options and/or Option Shares; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 10(b) if the registration request is subsequently withdrawn at the request of the majority holder, in which case the Holders participating in such offering and favoring such withdrawal shall bear such expenses; provided further, however, that if such registration request has been withdrawn by virtue of a material adverse change in the condition, business, or prospects of the Company from that known to the majority holder at the time of its request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 10(b). The Company shall comply with one additional request made by the majority holder pursuant to Section 10(b) (and not deemed to be pursuant to Section 10(a)) at the sole expense of such majority holder. Any holder Holder whose Warrant Option Shares are included in any such registration statement pursuant to this Section 8 10 shall, however, bear the fees of his his, her, or its own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Option Shares sold by him him, her, or it pursuant thereto. (iiiii) The Company shall indemnify and hold harmless each such holder Holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder Holder any Warrants and/or Warrant Option Shares from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 10 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission is or alleged omission based upon information furnished or required to be furnished in writing to the Company by any such holder Holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such Holder or underwriter within the meaning of such Act provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus, said final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished by such Holder or any other Holder, specifically for use in the preparation thereof. (civ) The Each Holder severally, but not jointly, shall indemnify and hold harmless the Company and each person who controls the Company's agreements with respect , within the meaning of the Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to Warrants be filed or Warrant Shares in furnished by reason of this Section 8 10 or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided, however, that each Holder will be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus, said final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished by such Holder specifically for use in the preparation thereof. In no event, however, shall continue in effect regardless the liability of any Holder for indemnification under this Section 10 exceed the net proceeds received by such Holder from the sale of such Holder's Option Shares. (v) Neither the giving of any notice by any such majority holder nor the making of any request for prospectuses shall impose upon such majority holder making such request any obligation to sell any Option Shares, or exercise and surrender of this Warrantany Options. (d) Notwithstanding any contrary provisions of The term "majority holder" as used in this Section 8 the holder 10 shall include any owner or combination of this Warrant may, at its election, include this Warrant as well as the Warrant owners of Options or Option Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in combination if the event that both holdings of the aggregate amount of (i) this Warrant shall be included in any such registration statement and the Options held by him, her, or among them, plus (ii) this Warrant shall the Options which he, she, or they would be transferred at a time subsequent holding if the Options for the Option Shares (provided such person can demonstrate to the effective date Company's reasonable satisfaction that he, she, or it owns such Option Shares) owned by him, her, or among them had not been exercised, would constitute a majority of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the WarrantsOptions originally issued.

Registration Under the Securities Act of 1933. (a1) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the The Company shall advise the Holder of Warrants this Warrant or of the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days four weeks prior to the filing of any post-effective amendment to the Company's Registration Statement No. 333-___ on Form S-1 ("Registration Statement"), declared effective by the Securities and Exchange Commission on _____________, 1997 or of any new registration statement or post-effective amendment thereto under the Securities Act of 1933 (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar formsthe "Act") covering securities of the Company and will for a period of four years, commencing one year from the effective date of the Registration Statement, upon the request of any such holder, include in any such post-effective amendment or registration statement such information as may be required to permit a public offering of the Warrants or the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectusesprospectuses and other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Warrants or Warrant Shares, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and do any and all other acts and things which may be necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Warrants or Warrant Shares, and furnish indemnification in the manner as set forth in Subsection (3)(C) of this Section 8(b)(ii(j). Such holders shall furnish information and provide indemnification as set forth in Subsection (3)(C) of this Section 8(b)(ii(j), except that the maximum amount which may be recovered from the Holder shall be limited to the amount of proceeds received by the Holder from the sale of the Warrants or Warrant Shares. (b2) If any majority holder (as defined in Subsection (4) of this Section (j) below) shall give notice to the Company at any time during the four year period commencing one year from the effective date of the Registration Statement to the effect that such holder contemplates (i) the transfer of all or any part of his or its Warrants and/or Warrant Shares, or (ii) the exercise and/or conversion of all or any part of his or its Warrants and the transfer of all or any part of the Warrants and/or Warrant Shares under such circumstances that a public offering (within the meaning of the Act) of Warrants and/or Warrant Shares will be involved, and desires to register under the Act, the Warrants and/or the Warrant Shares, then the Company shall, within three weeks after receipt of such notice, file a post-effective amendment to the Registration Statement or a new registration statement on Form S-1 or such other form as the holder requests, pursuant to the Act, to the end that the Warrants and/or Warrant Shares may be sold under the Act as promptly as practicable thereafter and the Company will use its best efforts to cause such registration to become effective and continue to be effective (current) (including the taking of such steps as are necessary to obtain the removal of any stop order) until the holder has advised that all of the Warrants and/or Warrant Shares have been sold; provided that such holder shall furnish the Company with appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. In the event the registration statement is not declared effective under the Act prior to __, 2002, or upon notice by a majority holder pursuant to this Subsection (2) within 20 days of receipt of notice provided for herein, the Company does not file a registration statement then, the Company shall purchase the Warrants (and/or underlying Common Stock) from the holders for a per share price equal to, in the case of the Warrants, the fair market value of the Common Stock less the per share Exercise Price and, in the case of the underlying Common Stock, at the fair market value of the Common Stock. The holder may, at its option, request the registration of the Warrants and/or Warrant Shares in a registration statement made by the Company as contemplated by Subsection (1) of this Section (j) or in connection with a request made pursuant to Subsection (2) of this Section (j) prior to the acquisition of the Warrant Shares upon exercise of the Warrants and even though the holder has not given notice of exercise of the Warrants. If the Company determines to include securities to be sold by it in any registration statement originally requested pursuant to this Subsection (2) of this Section such registration shall instead be deemed to have been a registration under subsection (1) of this Section (j) and not under Subsection (2) of this Subsection (j). The holder may thereafter at its option, exercise the Warrants at any time or from time to time subsequent to the effectiveness under the Act of the registration statement in which the Warrant Shares were included. (3) The following provisions provision of this Section (j) shall also be applicable: (iA) Within ten days after receiving any such notice pursuant to Subsection (2) of this Section (j), the Company shall give notice to the other holders of Warrants and Warrant Shares, advising that the Company is proceeding with such post-effective amendment or registration statement and offering to include therein Warrants and/or Warrant Shares of such other holders, provided that they shall furnish the Company with such appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. Following the effective date of such post-effective amendment or registration, the Company shall upon the request of any owner of Warrants and/or Warrant Shares forthwith supply such a number of prospectuses meeting the requirements of the Act, as shall be requested by such owner to permit such holder to make a public offering of all Warrants and/or Warrant Shares from time to time offered or sold to such holder, provided that such holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of such holder) in connection therewith as the Company shall request in writing. The Company shall also use its best efforts to qualify the Warrant Shares for sale in such states as such majority holder shall designate. (B) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 Subsection (1) of this WarrantSection (j) notwithstanding that Warrants and/or Warrant Shares subject to this Warrant may be included in any such registration. The Company shall also comply with one request for registration made by the majority holder pursuant to Subsection (2) of this Section (j) at its own expense and without charge to any holder of any Warrants and/or Warrant Shares. Any holder whose Warrants and/or Warrant Shares are included in any such registration statement pursuant to this Section 8 (j) shall, however, bear the fees of his own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (iiC) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 (j) or any application or other filing under any state securities law caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulationmisleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; Act provided, however, that the Company will not be liable in any such holder case to the extent that any such loss, claim, damage or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning liability arises out of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any or is based upon an untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any alleged untrue statement or omission is based or alleged omission made in said registration statement, said preliminary prospectus, said final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to by such Holder or any other Holder, specifically for use in the Company preparation thereof. (D) Neither the giving of any notice by any such majority holder nor the making of any request for prospectuses shall impose any upon such majority holder or underwriter expressly for use therein. (c) The Company's agreements with respect owner making such request any obligation to sell any Warrants and/or Warrant Shares, or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.

Registration Under the Securities Act of 1933. (a) a. For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the Company shall advise the Holder of Warrants or the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days prior to the filing of any registration statement under the Act (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms) covering securities of the Company and will upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement -------- ------- relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, -------- however, that the Company shall not be required to keep the ------- registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii). (b) b. The following provisions shall also be applicable: (i1) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii2) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the -------- ------- same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) c. The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) d. Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this -------- ------- Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.this

Registration Under the Securities Act of 1933. (aA) For Upon the four year period commencing after January 19written request of Holder, 1996 (subject to Section 8(f))or its assigns, the Company shall advise will promptly take such steps as ix xxx opinion of counsel for the Holder of Warrants or the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred Company, are necessary to herein as "holders") by written notice at least thirty (30) days prior to prepare the filing of any registration statement under the Act (other than and to process to effectiveness of a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms) covering securities of the Company and will upon the request of any such holder, include S-8 Registration Statement in any such registration statement such information as may be required order to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statementOption Stock. The Company shall keep pay all costs and expenses, including legal and accounting fees and disbursements relating to such registration statement current for Form S-8 Registration Statement. (B) If the Company should at any time file a period Registration Statement covering the offer and sale of up any of its securities, the Company will at the request of Holder include including all or part of the Option Shares in such Registration Statement. Such inclusion shall be at the sole expense of the Company. The Company will notify the Holder of Option Shares in writing of any proposed filing pursuant to nine Section 8(b) at least thirty days prior thereto. (9C) months The following provisions of this Section 8(c) shall also be applicable: (I) The Company shall upon the request of any Holder of Option Shares forthwith supply such reasonable number of prospectuses meeting the requirements of the Act as shall be requested by such Holder to permit such Holder to make a public distribution of all Option Shares from time to time offered or sold by such Holder, provided that such Holder shall from time to time furnish the conclusion Company with such appropriate information (relating to the intentions of such one hundred eighty (180Holder) day period; provided, however, that in connection therewith as the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statementsreasonably request in writing. The Company shall supply prospectusesalso use its best efforts to qualify, qualify at its expense, the Warrants and the Warrant Option Shares for sale in such states as any such holder Holder may reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii)designate. (bII) The following provisions shall also be applicable: (i) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii) The AThe Company shall indemnify and hold harmless each such holder Holder and each underwriter, underwriter within the meaning of the Act, Act who may purchase from or sell for any Holder any Option Shares (and each person, if any, who controls any such holder any Warrants and/or Warrant Shares from and underwriter) against any and any all losses, claims, damages damages, liabilities and expenses (including reasonable costs of investigation), joint or several, to which they or any of them may become subject under the Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each Holder and each underwriter (and each such controlling person, if any) for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any claims or actions, whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities caused by or actions arise out of or are based upon any untrue statement or alleged untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus (preliminary or final) included therein therein, or any amendment or supplement thereto, which is required to be filed or furnished by reason of this Section 8 or any application arise out of or other filing under any state securities law caused by are based upon any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages damages, expenses, liabilities or liabilities actions are caused by any such untrue statement or omission is based (or allegation thereof) made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any such holder Holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in connection therewith and except that the indemnification agreement contained in this Section 8 shall continue in effect regardless not inure to the benefit of any Holder or underwriter to the extent that any such loss, claim, damage, liability or expense results from the failure of such Holder or underwriter, when required to do so by the Act, to send or give a copy of any prospectus, or any amendment or supplement thereto, to any purchaser of the exercise and surrender Option Shares or such Holder is otherwise responsible for the content of this Warrant. (d) Notwithstanding such Registration Statement by virtue of being an executive officer or director of the Company. A person who controls any contrary provisions of underwriter shall be covered by the indemnity agreement in this Section 8 for all such losses, claims, damages, liabilities, expenses and actions irrespective of whether they are based on Section 15 of the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant Act. The indemnity agreement in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in addition to any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at liability which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrantsmay otherwise have.

Registration Under the Securities Act of 1933. (a) For The Holder understands that the four year period commencing after January 19, 1996 (subject to Section 8(f)), the Company shall advise the Holder of Warrants or and the Warrant Shares purchasable hereunder constitute "Restricted Securities" under the federal securities laws since they are, or any then holder will be, acquired from the Company in transactions not involving a public offering and accordingly may not, under such laws and applicable regulations, be resold or transferred without registration under the Act or an applicable exemption from such registration. In this connection, the Holder acknowledges that Rule 144 of the Commission may not in the future be available for resales of the Warrants or Warrant Shares. Unless the Warrant Shares (such persons being collectively referred are subsequently registered pursuant to herein as "holders") by written notice at least thirty (30) days prior Section 15, the Holder further acknowledges that the securities legend in Section 14 hereof shall be placed on any Warrant Shares issued to the filing Holder upon exercise of any this Warrant. (b) Unless a current registration statement under the Act (other than a registration statement on Form X-0shall be in effect with respect to the securities to be issued upon exercise of this Warrant, Xxxx X-0 or subsequent similar forms) covering securities the Holder covenants and agrees that, at the time of exercise hereof, it will deliver to the Company and will upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering written certification executed by the Company of its securities and the managing underwriters advise the holder Holder that the inclusion securities acquired by him upon exercise hereof are for the account of such Holder and acquired for investment purposes only and that such securities are not acquired with a view to, or for sale in the offering connection with, any distribution thereof in violation of applicable securities being sold by the holder would adversely affect the ability of the Company to complete the public offering law. (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%c) of the number of shares being offered by the Company and the holder will further agree Holder hereby agrees not to make any sales disposition of any Warrant Shares purchased hereunder unless and until: (i) Holder shall have complied with all requirements of this Warrant applicable to the disposition of the securities so included for a period Shares; and (ii) Holder shall have provided the Company with written assurances, in form and substance reasonably satisfactory to legal counsel of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, howeverCompany, that (i) the proposed disposition does not require registration of the Warrant Shares under the Act or (ii) all appropriate action necessary for compliance with registration requirements of the Act or of any exemption from registration available under the Act has been taken. (d) The Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the transfer on its books any Warrant Shares for sale which have been sold or transferred in such states as any such holder reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii). (b) The following provisions shall also be applicable: (i) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning violation of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants13.

Registration Under the Securities Act of 1933. The Holder(s) of the Warrants may cause the Exercise Shares to be registered by the Company as follows: (a) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the The Company shall advise the Holder of Warrants or the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice prior to the filing of a registration statement under the 1933 Act (excluding registration on Forms S-8, S-4, or any successor forms thereto), covering securities of the Company to be offered and sold by the Company to the public generally and shall, upon the request of the Holder given at least thirty three (303) business days prior to the filing of any such registration statement under the Act (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms) covering securities of the Company and will upon the request of any such holderstatement, include in any such registration statement such information as may be required to permit a public offering of the Warrant Exercise Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the Warrant Exercise Shares for sale in such states as any such holder reasonably designates the Company qualifies its securities and furnish indemnification in the manner as set forth in Section 8(b)(ii)subsection (b)(ii) of this Paragraph 8; provided, however, that the Company will not be required to maintain the registration of the Exercise Shares for any longer period than it shall require for its own purposes. Such holders The Holder shall furnish such information as may be reasonably requested by the Company in order to include such Exercise Shares in the registration statement. In the event that any registration pursuant to this Paragraph 8 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of Exercise Shares to be included in such underwriting may be reduced (and provide indemnification as set forth the registration of such Exercise Shares may be postponed by the Company for up to 180 days following the completion of any such underwritten offering) if and to the extent the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding the foregoing, the Company may withdraw any registration statement referred to in Section 8(b)(ii)this Paragraph 8 without thereby incurring liability to the holders of the Exercise Shares. (b) The following provisions of this Paragraph 8 shall also be applicable: (i) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 subsection (a) of this WarrantParagraph 8 notwithstanding that Exercise Shares subject to this Warrant may be included in any such registration. Any holder The Holder whose Warrant Exercise Shares are included in any such registration statement pursuant to this Section Paragraph 8 shall, however, bear the fees of his its own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Exercise Shares sold by him it pursuant theretothereto and bear any other costs imposed by applicable federal or state securities laws, rules or regulations. (ii) The Company shall indemnify and hold harmless each such holder the Holder and each underwriter, within the meaning of the Act, who may purchase from or sell for the Holder any such holder any Warrants and/or Warrant Exercise Shares from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act filed by or at the direction of the Company or any prospectus included therein required to be filed or furnished by reason of this Section Paragraph 8 or any application or other filing under any state securities law caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulationmisleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the Company by any such holder the Holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder the Company shall not be obliged so to indemnify the Holder or underwriter or controlling person unless the Holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, statement and each person, if any, who controls the Company within the meaning of such Act and each other HolderAct, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section Paragraph 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or alleged untrue statement or omission is based upon information furnished in writing to the Company by any such holder the Holder or underwriter expressly for use therein. (iii) Nothwithstanding the rights granted hereunder, the Company shall have no obligation whatsoever to (a) assist or cooperate in the offering or disposition of the Exercise Shares; (b) obtain a commitment from an underwriter relative to the sale of the Exercise Shares; or (c) The Company's agreements with respect to Warrants or Warrant include the Exercise Shares in this Section 8 shall continue in effect regardless within an underwritten offering of the exercise and surrender of this WarrantCompany. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.

Registration Under the Securities Act of 1933. (a1) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the The Company shall advise the Holder of Warrants this Warrant or of the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holdersHolders") by written notice at least thirty (30) days four weeks prior to the filing of any registration statement or post-effective amendment thereto under the Securities Act of 1933 (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar formsthe "Act") covering securities of the Company and will for a period of five (5) years, upon the request of any such holderHolder, include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectusesprospectuses and other documents as the Holder may request in order to facilitate the public sale or other disposition of the Warrant Shares, use its best efforts to qualify the Warrants and the Warrant Shares for sale in such states as the Holder may reasonably designate and do any and all other acts and things which may be reasonably necessary or desirable to enable such holder reasonably designates Holder to consummate the public sale or other disposition of the Warrant Shares, and furnish indemnification in the manner as set forth in Subsection (2)(C) of this Section 8(b)(ii(j). Such holders shall furnish information and provide indemnification as set forth If, in Section 8(b)(iithe written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Warrant Shares requested to be registered, when added to the securities being registered by the Company or the selling shareholder(s)., will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering all or a (b2) The following provisions provision of this Section (j) shall also be applicable: (iA) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 Subsection (1) of this Warrant. Any holder whose Section (j) notwithstanding that Warrant Shares are subject to this Warrant may be included in any such registration statement pursuant to this Section 8 shallregistration. The Holder, however, shall bear the fees of his own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (iiB) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 (j) or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission is or alleged omission based upon information furnished or required to be furnished in writing to the Company by any such holder the Holder or underwriter expressly for use therein., which indemnification shall include each (cC) Each Holder, if requested by the Company and the managing underwriter of any such public offering by the Company, shall agree not to sell publicly or otherwise transfer or dispose of any Warrant Shares for a specified period of time (not to exceed six (6) months) following the effective date of such Registration Statement provided, that such agreement shall only apply to the Company's initial public offering of its securities. The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 (j) shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.

Registration Under the Securities Act of 1933. (1) The Company hereby agrees that no later than 30 days after the date hereof, it will file a registration statement covering the resale of the Warrant Shares on Form S-1 or such other form as the Company desires, pursuant to the Securities Act of 1933 (the "Act"), and the Company will use its best efforts to cause such registration to become effective as promptly as practicable thereafter. (2) The Company will, until such time as the Warrant Shares may be sold under Rule 144 without volume limitation: (a) For prepare and file with the four year period commencing after January 19SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective; (b) furnish to the Holders participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, 1996 preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities; (subject c) use its best efforts to Section 8(f))register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such Jurisdictions as the Holders may reasonably request in writing within twenty (20) days following the original filing of such registration statement, except that the Company shall advise not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any Jurisdiction wherein it is not so qualified; (d) notify the Holder of Warrants or the Warrant Shares or any then holder Holders, promptly after it shall receive notice thereof, of the Warrants time when such registration statement has become effective or Warrant Shares a supplement to any prospectus forming a part of such registration statement has been filed; (such persons being collectively referred to herein as "holders"e) by written notice at least thirty (30) days prior to notify the filing Holders promptly of any request by the SEC for the amending or supplementing of such registration statement under or prospectus or for additional information; (f) prepare and file with the Act (other than a registration statement on Form X-0SEC, Xxxx X-0 or subsequent similar forms) covering securities of the Company and will promptly upon the request of any such holderHolders, include in any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such information Holders (and concurred in by counsel for the Company), is required under the Act or the rules and regulations thereunder in connection with the distribution of Common Stock by such Holders; (g) prepare and promptly file with the SEC and promptly notify such Holders of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to permit be delivered under the Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a public offering material fact or omit to state any material fact necessary to make the statements therein, in the light of the Warrant Sharescircumstances in which they were made, not misleading; providedand (h) advise the Holders, howeverpromptly after it shall receive notice or obtain knowledge thereof, that if of the registration statement relates to a public offering issuance of any stop order by the Company of its securities and SEC suspending the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date effectiveness of such registration statement. The Company statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. (3) All fees, costs and expenses of and incidental to such registration, inclusion and public offering in connection therewith shall keep such registration statement current for a period of up to nine (9) months from be borne by the conclusion of such one hundred eighty (180) day period; Company, provided, however, that the Holders shall bear their pro rata share of the underwriting discount and commissions and transfer taxes. The fees, costs and expenses of registration to be borne by the Company as provided above shall not be required to keep include, without limitation, all registration, filing, and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the registration statement effective beyond the date after Company, and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the registration statement must securities to be amended offered are to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants be registered and the Warrant Shares for sale in such states qualified (except as any such holder reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(iiprovided above). Such holders Fees and disbursements of counsel and accountants for the Holders and any other expenses incurred by the Holders not expressly included above shall furnish information and provide indemnification as set forth in Section 8(b)(ii)be borne by the Holders. (b) The following provisions shall also be applicable: (i4) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii) The Company shall will indemnify and hold harmless each Holder of Warrant Shares which are included in a registration statement pursuant to the provisions of Section (j)(1) hereof, its directors and officers, and any underwriter (as defined in the Act) for such holder Holder and each underwriterperson, if any, who controls such Holder or such underwriter within the meaning of the Act, who may purchase from and against, and will reimburse such Holder and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which such Holder or sell for any such holder any Warrants and/or Warrant Shares from and against any and any underwriter or controlling person may become subject under the Act or otherwise, insofar as such losses, claimsdamages, damages and liabilities liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement such registration statement, any prospectus contained therein or any post-effective amendment thereto or any registration statement under supplement thereto, or arise out of or are based upon the Act omission or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading misleading, provided, however, that the Company will not be liable in any such case to which the extent that any such holder loss, damage, liability, cost or any expenses arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Xxxxxx, such underwriter or such controlling person in writing specifically for use in the preparation thereof (5) Each Holder of Warrant Shares included in a registration pursuant to the provisions of Section (j) (1) hereof will indemnify and hold harmless the Company, its directors and officers, any of them controlling person and any underwriter from and against, and will reimburse the Company, its directors and officers, any controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which the Company or any controlling person and/or any underwriter may become subject under the ActAct or otherwise, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claimsdamages, damages liabilities, costs or liabilities expenses are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a any material fact contained in such registration statement, any registration statement prospectus contained therein or any prospectus required to be filed amendment or furnished by reason supplement thereto, or arise out of this Section 8 or caused by any are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, insofar as in each case to the extent, but only to the extent, that such losses, claims, damages untrue statement or liabilities are caused by any alleged untrue statement or omission is based or alleged omission was so made in reliance upon and in strict conformity with written information furnished to the Company by any or on behalf of such holder or underwriter expressly Holder specifically for use thereinin the preparation thereof. (c6) The Company's agreements with respect Promptly after receipt by an indemnified party pursuant to Warrants the provisions of Sections (j) (4) or Warrant Shares in this Section 8 shall continue in effect regardless (5) of notice of the exercise and surrender commencement of this Warrant. (d) Notwithstanding any contrary action involving the subject matter of the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of this Section 8 said Sections (j) (4) or (5), promptly notify the holder indemnifying party of this Warrant maythe commencement thereof, at its electionbut the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any registration statement filed pursuant other indemnifying party similarly notified, to this Section 8; assume the defense thereof, with counsel satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Sections (j)(4) or (5) for any legal or other expense subsequently incurred by such indemnified party in connection with the event that both defense thereof other than reasonable costs of investigation, unless (i) this Warrant the indemnified party shall be included have employed counsel in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to accordance with the effective date provisions of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, (ii) the exerciseability of this Warrant indemnifying party shall not be affected by have employed counsel satisfactory to the transfer indemnified party to represent the indemnified party within a reasonable time after the notice of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create commencement of the action or provide for a public market (iii) the indemnifying party has authorized the employment of counsel for the Warrantsindemnified party at the expense of the indemnifying party. PICK COMMUNICATIONS CORP.

Registration Under the Securities Act of 1933. (a1) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the The Company shall advise the Holder of Warrants this Warrant or of the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days four weeks prior to the filing of any new registration statement or post-effective amendment thereto ("Registration Statement") under the Securities Act of 1933 (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar formsthe "Act") covering securities of the Company and will for a period of five years, from the date of this Warrant upon the request of any such holder, include in any such registration statement or post-effective amendment such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectusesprospectuses and other documents as the Holder may request in order to facilitate the public sale or other disposition of the Warrants or Warrant Shares, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and do any and all other acts and things which may be necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Warrants or Warrant Shares, and furnish indemnification in the manner as set forth in Subsection (2)(C) of this Section 8(b)(ii(j). Such holders shall furnish information and provide indemnification as set forth in Subsection(2)(C) of this Section 8(b)(ii(j), except that the maximum amount which may be recovered from the Holder shall be limited to the amount of proceeds received by the Holder from the sale of the Warrant Shares. (b2) The following provisions provision of this Section (j) shall also be applicable: (iA) Following the effective date of such Registration Statement, the Company shall upon the request of any owner of Warrants and/or Warrant Shares forthwith supply such a number of prospectuses meeting the requirements of the Act, as shall be requested by such owner to permit such holder to make a public offering of all Warrant Shares from time to time offered or sold to such holder, provided that such holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of such holder) in connection therewith as the Company shall request in writing. The Company shall also use its best efforts to qualify the Warrant Shares for sale in such states as such holder shall reasonably designate. (B) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 Subsection (1) of this Warrant. Any holder whose Section (j) notwithstanding that Warrants Shares subject to this Warrant Shares are may be included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant theretoregistration. (iiC) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 (j) or any application or other filing under any state securities law caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulationmisleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; , provided, however, that the Company will not be liable in any such holder case to the extent that any such loss, claim, damage or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning liability arises out of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any or is based upon an untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any alleged untrue statement or omission is based or alleged omission made in said registration statement, said preliminary prospectus, said final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to by such Holder or any other Holder, specifically for use in the Company preparation thereof. (D) Neither the giving of any notice by any holder nor making of any request for prospectus shall impose upon such holder or underwriter expressly for use therein. (c) owner making such request any obligation to sell any Warrant Share, or exercise any Warrants. The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 (j) shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.

Registration Under the Securities Act of 1933. (a1) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the The Company shall advise the Holder of Warrants this Warrant or of the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days four weeks prior to the filing of any post-effective amendment to the Company's Registration Statement No. 333-18529 on Form S-1 ("Registration Statement"), declared effective by the Securities and Exchange Commission on March ___, 1997 or of any new registration statement or post-effective amendment thereto under the Securities Act of 1933 (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar formsthe "Act") covering securities of the Company and will for a period of six years, commencing one year from the effective date of the Registration Statement, upon the request of any such holder, include in any such post-effective amendment or registration statement such information as may be required to permit a public offering of the Warrants or the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectusesprospectuses and other documents as the Holder may request in order to facilitate the public sale or other disposition of the Warrants or Warrant Shares, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and do any and all other acts and things which may be necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Warrants or Warrant Shares, and furnish indemnification in the manner as set forth in Subsection (3)(C) of this Section 8(b)(ii(j). Such holders shall furnish information and provide indemnification as set forth in Subsection (3)(C) of this Section 8(b)(ii(j), except that the maximum amount which may be recovered from the Holder shall be limited to the amount of proceeds received by the Holder from the sale of the Warrants or Warrant Shares. (b2) If any majority holder (as defined in Subsection (4) of this Section (j) below) shall give notice to the Company at any time during the four year period commencing one year from the effective date of the Registration Statement to the effect that such holder contemplates (i) the transfer of all or any part of his or its Warrants and/or Warrant Shares, or (ii) the exercise and/or conversion of all or any part of his or its Warrants and the transfer of all or any part of the Warrants and/or Warrant Shares under such circumstances that a public offering (within the meaning of the Act) of Warrants and/or Warrant Shares will be involved, and desires to register under the Act, the Warrants and/or the Warrant Shares, then the Company shall, within two weeks after receipt of such notice, file a post-effective amendment to the Registration Statement or a new registration statement on Form S-1 or such other form as the holder requests, pursuant to the Act, to the end that the Warrants and/or Warrant Shares may be sold under the Act as promptly as practicable thereafter and the Company will use its best efforts to cause such registration to become effective and continue to be effective (current) (including the taking of such steps as are necessary to obtain the removal of any stop order) until the holder has advised that all of the Warrants and/or Warrant Shares have been sold; provided that such holder shall furnish the Company with appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. In the event the registration statement is not declared effective under the Act prior to March ___, 2002, then at the holder's request, the Company shall purchase the Warrants from the holders for a per share price equal to the fair market value of the Common Stock less the per share Exercise Price. The holder may, at its option, request the registration of the Warrants and/or Warrant Shares in a registration statement made by the Company as contemplated by Subsection (1) of this Section (j) or in connection with a request made pursuant to Subsection (2) of this Section (j) prior to the acquisition of the Warrant Shares upon exercise of the Warrants and even though the holder has not given notice of exercise of the Warrants. The holder may thereafter at its option, exercise the Warrants at any time or from time to time subsequent to the effectiveness under the Act of the registration statement in which the Warrant Shares were included. (3) The following provisions provision of this Section(j) shall also be applicable: (iA) Within ten days after receiving any such notice pursuant to Subsection (2) of this Section (j), the Company shall give notice to the other holders of Warrants and Warrant Shares, advising that the Company is proceeding with such post-effective amendment or registration statement and offering to include therein Warrants and/or Warrant Shares of such other holders, provided that they shall furnish the Company with such appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. Following the effective date of such post-effective amendment or registration, the Company shall upon the request of any owner of Warrants and/or Warrant Shares forthwith supply such a number of prospectuses meeting the requirements of the Act, as shall be requested by such owner to permit such holder to make a public offering of all Warrants and/or Warrant Shares from time to time offered or sold to such holder, provided that such holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of such holder) in connection therewith as the Company shall request in writing. The Company shall also use its best efforts to qualify the Warrant Shares for sale in such states as such majority holder shall designate. (B) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 Subsection (1) of this WarrantSection (j) notwithstanding that Warrants and/or Warrant Shares subject to this Warrant may be included in any such registration. The Company shall also comply with one request for registration made by the majority holder pursuant to Subsection (2) of this Section (j) at its own expense and without charge to any holder of any Warrants and/or Warrant Shares; and the Company shall comply with one additional request made by the majority holder pursuant to Subsection (2) of this Section (j) (and not deemed to be pursuant to Subsection (1) of this Section (j)) at the sole expense of such majority holder. Any holder whose Warrants and/ or Warrant Shares are included in any such registration statement pursuant to this Section 8 (j) shall, however, bear the fees of his own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (iiC) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 (j) or any application or other filing under any state securities law caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulationmisleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; Act provided, however, that the Company will not be liable in any such holder case to the extent that any such loss, claim, damage or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning liability arises out of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any or is based upon an untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any alleged untrue statement or omission is based or alleged omission made in said registration statement, said preliminary prospectus, said final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to by such Holder or any other Holder, specifically for use in the Company preparation thereof. (D) Neither the giving of any notice by any such majority holder nor the making of any request for prospectuses shall impose any upon such majority holder or underwriter expressly for use therein. (c) The Company's agreements with respect owner making such request any obligation to sell any Warrants and/or Warrant Shares, or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.

Registration Under the Securities Act of 1933. (a1) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the The Company shall advise the Holder of Warrants this Warrant or of the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days four weeks prior to the filing of any new registration statement or post-effective amendment thereto under the Securities Act of 1933 (the "Act") covering securities of the Company which the Company proposes to sell solely for cash (other than a registration statement on Form X-0S-4, Xxxx X-0 S-8 or subsequent similar formsother form which does not include substantially the same information as would be required in a form for the general registration of securities) covering securities of the Company and will for a period of six years from the date hereof upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectusesprospectuses and other documents as the Holder may request in order to facilitate the public sale or other disposition of the Warrant Shares, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and do any and all other acts and things which may be 12 necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Warrant Shares, and furnish indemnification in the manner as set forth in Subsection (3)(C) of this Section 8(b)(ii(j). Such holders shall furnish information and provide indemnification as set forth in Subsection (3)(C) of this Section 8(b)(ii(j), except that the maximum amount which may be recovered from the Holder shall be limited to the amount of proceeds received by the Holder from the sale of the Warrant Shares. (b2) If any majority holder (as defined in Subsection (4) of this Section (j) below) shall give notice to the Company at any time during the five year period commencing on the date hereof to the effect that such holder contemplates (i) the transfer of all or any part of his or its Warrant Shares, or (ii) the exercise and/or conversion of all or any part of his or its Warrants and the transfer of all or any part of the Warrant Shares under such circumstances that a public offering (within the meaning of the Act) of Warrant Shares will be involved, and desires to register under the Act, the Warrant Shares, then the Company shall, within two weeks after receipt of such notice, file a registration statement pursuant to the Act, to the end that the Warrant Shares may be sold under the Act as promptly as practicable thereafter and the Company will use its best efforts to cause such registration to become effective and continue to be effective (current) (including the taking of such steps as are necessary to obtain the removal of any stop order) until the holder has advised that all of the Warrant Shares have been sold; provided that such holder shall furnish the Company with appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. In the event the registration statement is not declared effective under the Act prior to October 23, 2000, the Company shall extend the expiration date of the Warrants to a date not less than 90 days after the effective date of such registration statement. The holder may, at its option, request the registration of the Warrant Shares in a registration statement made by the Company as contemplated by Subsection (1) of this Section (j) or in connection with a request made pursuant to Subsection (2) of this Section (j) prior to the acquisition of the Warrant Shares upon exercise of the Warrants and even though the holder has not given notice of exercise of the Warrants. If the Company determines to include securities to be sold by it in any registration statement originally requested pursuant to this Subsection (2) of this Section (j), such registration shall instead be deemed to have been a registration under Subsection (1) of this Section (j) and not under Subsection (2) of this Subsection (j). The holder may thereafter at its option, exercise the Warrants at any time or from time to time subsequent to the effectiveness under the Act of the registration statement in which the Warrant Shares were included. (3) The following provisions provision of this Section (j) shall also be applicable: (iA) Within ten days after receiving any such notice pursuant to Subsection (2) of this Section (j), the Company shall give notice to the other holders of Warrants and Warrant Shares, advising that the Company 13 is proceeding with such registration statement and offering to include therein Warrant Shares of such other holders, provided that they shall furnish the Company with such appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. Following the effective date of such registration, the Company shall upon the request of any owner of Warrants and/or Warrant Shares forthwith supply such a number of prospectuses meeting the requirements of the Act, as shall be requested by such owner to permit such holder to make a public offering of all Warrant Shares from time to time offered or sold to such holder, provided that such holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of such holder) in connection therewith as the Company shall request in writing. The Company shall also use its best efforts to qualify the Warrant Shares for sale in such states as such majority holder shall designate. (B) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 Subsection (1) of this WarrantSection (j) notwithstanding that Warrant Shares subject to this Warrant may be included in any such registration. The Company shall also comply with one request for registration made by the majority holder pursuant to Subsection (2) of this Section (j) at its own expense and without charge to any holder of any Warrants and/or Warrant Shares; and the Company shall comply with one additional request made by the majority holder pursuant to Subsection (2) of this Section (j) (and not deemed to be pursuant to Subsection (1) of this Section (j)) at the sole expense of such majority holder. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 (j) shall, however, bear the fees of his own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (iiC) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 (j) or any application or other filing under any state securities law caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulationmisleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the 14 Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; Act provided, however, that the Company will not be liable in any such holder case to the extent that any such loss, claim, damage or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning liability arises out of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any or is based upon an untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any alleged untrue statement or omission is based or alleged omission made in said registration statement, said preliminary prospectus, said final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to by such Holder or any other Holder, specifically for use in the Company preparation thereof. (D) Neither the giving of any notice by any such majority holder nor the making of any request for prospectuses shall impose any upon such majority holder or underwriter expressly for use thereinowner making such request any obligation to sell any Warrants and/or Warrant Shares, or exercise any Warrants. (c4) The Company's agreements with respect to term "majority holder" as used in this Section (j) shall include any owner or combination of owners of Warrants or Warrant Shares in this Section 8 shall continue in effect regardless any combination if the holdings of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.aggregate amount of:

Registration Under the Securities Act of 1933. (a1) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the The Company shall advise the Holder of Warrants this Warrant or of the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days four weeks prior to the filing of any new registration statement or post-effective amendment thereto under the Securities Act of 1933 (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar formsthe "Act") covering securities of the Company and will for a period of six years from the date hereof upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering of the Warrants or the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectusesprospectuses and other documents as the Holder may request in order to facilitate the public sale or other disposition of the Warrants or Warrant Shares, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and do any and all other acts and things which may be necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Warrants or Warrant Shares, and furnish indemnification in the manner as set forth in Subsection (3)(C) of this Section 8(b)(ii(j). Such holders shall furnish information and provide indemnification as set forth in Subsection (3)(C) of this Section 8(b)(ii(j), except that the maximum amount which may be recovered from the Holder shall be limited to the amount of proceeds received by the Holder from the sale of the Warrants or Warrant Shares. (b2) If any majority holder (as defined in Subsection (4) of this Section (j) below) shall give notice to the Company at any time during the five year period commencing on the date hereof to the effect that such holder contemplates (i) the transfer of all or any part of his or its Warrants and/or Warrant Shares, or (ii) the exercise and/or conversion of all or any part of his or its Warrants and the transfer of all or any part of the Warrants and/or Warrant Shares under such circumstances that a public offering (within the meaning of the Act) of Warrants and/or Warrant Shares will be involved, and desires to register under the Act, the Warrants and/or the Warrant Shares, then the Company shall, within two weeks after receipt of such notice, file a registration statement pursuant to the Act, to the end that the Warrants and/or Warrant Shares may be sold under the Act as promptly as practicable thereafter and the Company will use its best efforts to cause such registration to become effective and continue to be effective (current) (including the taking of such steps as are necessary to obtain the removal of any stop order) until the holder has advised that all of the Warrants and/or Warrant Shares have been sold; provided that such holder shall furnish the Company with appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. In the event the registration statement is not declared effective under the Act prior to May 17, 2001, the Company shall extend the expiration date of the Warrants to a date not less than 90 days after the effective date of such registration statement. The holder may, at its option, request the registration of the Warrants and/or Warrant Shares in a registration statement made by the Company as contemplated by Subsection (1) of this Section (j) or in connection with a request made pursuant to Subsection (2) of this Section (j) prior to the acquisition of the Warrant Shares upon exercise of the Warrants and even though the holder has not given notice of exercise of the Warrants. If the Company determines to include securities to be sold by it in any registration statement originally requested pursuant to this Subsection (2) of this Section (j), such registration shall instead be deemed to have been a registration under Subsection (1) of this Section (j) and not under Subsection (2) of this Subsection (j). The holder may thereafter at its option, exercise the Warrants at any time or from time to time subsequent to the effectiveness under the Act of the registration statement in which the Warrant Shares were included. (3) The following provisions provision of this Section (j) shall also be applicable: (iA) Within ten days after receiving any such notice pursuant to Subsection (2) of this Section (j), the Company shall give notice to the other holders of Warrants and Warrant Shares, advising that the Company is proceeding with such registration statement and offering to include therein Warrants and/or Warrant Shares of such other holders, provided that they shall furnish the Company with such appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. Following the effective date of such registration, the Company shall upon the request of any owner of Warrants and/or Warrant Shares forthwith supply such a number of prospectuses meeting the requirements of the Act, as shall be requested by such owner to permit such holder to make a public offering of all Warrants and/or Warrant Shares from time to time offered or sold to such holder, provided that such holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of such holder) in connection therewith as the Company shall request in writing. The Company shall also use its best efforts to qualify the Warrant Shares for sale in such states as such majority holder shall designate. (B) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 Subsection (1) of this WarrantSection (j) notwithstanding that Warrants and/or Warrant Shares subject to this Warrant may be included in any such registration. The Company shall also comply with one request for registration made by the majority holder pursuant to Subsection (2) of this Section (j) at its own expense and without charge to any holder of any Warrants and/or Warrant Shares; and the Company shall comply with one additional request made by the majority holder pursuant to Subsection (2) of this Section (j) (and not deemed to be pursuant to Subsection (1) of this Section (j)) at the sole expense of such majority holder. Any holder whose Warrants and/ or Warrant Shares are included in any such registration statement pursuant to this Section 8 (j) shall, however, bear the fees of his own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (iiC) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 (j) or any application or other filing under any state securities law caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulationmisleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; Act provided, however, that the Company will not be liable in any such holder case to the extent that any such loss, claim, damage or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning liability arises out of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any or is based upon an untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any alleged untrue statement or omission is based or alleged omission made in said registration statement, said preliminary prospectus, said final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to by such Holder or any other Holder, specifically for use in the Company preparation thereof. (D) Neither the giving of any notice by any such majority holder nor the making of any request for prospectuses shall impose any upon such majority holder or underwriter expressly for use thereinowner making such request any obligation to sell any Warrants and/or Warrant Shares, or exercise any Warrants. (c4) The Company's agreements with respect to term "majority holder" as used in this Section (j) shall include any owner or combination of owners of Warrants or Warrant Shares in this Section 8 shall continue in effect regardless any combination if the holdings of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.aggregate amount of:

Registration Under the Securities Act of 1933. (a) For In the four year period commencing after January 19, 1996 (subject to Section 8(f)), event that the Company shall advise the Holder of Warrants or proposes at any time when the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred is outstanding to herein as "holders") by written notice at least thirty (30) days prior to the filing of any file a registration statement under the Act (other than including for the purpose of this Section 11 a registration statement on Form X-0Notification under Regulation A under the Act and the Offering Circular included therein) relating to Common Stock issued or to be issued by the Company, Xxxx X-0 or subsequent similar forms) covering securities of the Company shall give written notice of such proposal to the Holder and will upon the request record owner of any Warrant Stock. If, within 30 days after the giving of such holdernotice, include in the Holder or any such registration statement record owner shall request in writing that this Warrant or any Warrant Stock be included in such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised)proposed registration, then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which Company shall, at its expense, also register such securities as shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities have been so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day periodrequested in writing; provided, however, that the Holder and such owners shall cooperate with the Company in the preparation of such registration statement to the extent required to furnish information concerning the Holder and such owners therein. The Company shall not be obligated under this Section 11 to register the Warrant and any Warrant Stock one time, and with respect to the first registration statement filed by the Company that is declared effective. (b) In connection with the filing of a registration statement pursuant to Section 11(a) hereof, the Company shall: (i) notify the Holder and such owners as to the filing thereof and of all amendments thereto filed prior to the effective date; (ii) notify the Holder and such owners, promptly after it shall have received notice thereof, of the time when the registration statement becomes effective or any supplement to any prospectus forming a part of the registration statement has been filed; (iii) prepare and file without expense to such owners any necessary amendment or supplement to such registration statement or prospectus as may be necessary to comply with the Act or advisable in connection with the proposed distribution of the securities; (iv) take all reasonable steps to qualify the Warrant and the Warrant Stock being registered for sale under the securities or blue sky laws in such reasonable number of states as the Holder and such registered owners may designate in writing and to register or obtain the approval of any federal or state authority that may be required in connection with the proposed distribution, except, in each case, in jurisdictions in which the Company must either qualify to do business or file a general consent to service of process as a condition to the qualification of such securities; (v) notify the Holder and such owners of any stop order suspending the effectiveness of the registration statement and use reasonable efforts to remove such stop order; (vi) undertake to keep the registration statement and prospectus effective beyond for a period of not less than 90 days; and (vii) furnish to the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectusesHolder and such owners as soon as available, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii). (b) The following provisions shall also be applicable: (i) The Company shall bear the entire cost and expense copies of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement and each preliminary or final prospectus and any supplement or amendment required to be prepared pursuant to this Section 8 shall11. Upon written request, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii) The Company shall indemnify also furnish the Holder and hold harmless each such holder and each underwriterowner, within the meaning without cost, one set of the Act, who may purchase from or sell for any exhibits to such holder any Warrants and/or Warrant Shares from and against any and any losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in ’s obligation under this Section 8 11 shall continue be conditioned upon timely receipt by the Company in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both writing of: (i) this Warrant shall be included in any information as to the terms of such public offering furnished by or on behalf of the Holder and each such owner electing to exercise such registration statement rights; and (ii) this Warrant shall be transferred at a time subsequent to such other information as the effective date Company may reasonably require from the Holder and such owners, or any underwriter for any of them, for inclusion in such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the WarrantsNotification or post-effective amendment.

Registration Under the Securities Act of 1933. (a) For In the four year period commencing after January 19, 1996 (subject to Section 8(f)), event that the Company shall advise the Holder of Warrants or proposes at any time when the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred is outstanding to herein as "holders") by written notice at least thirty (30) days prior to the filing of any file a registration statement under the Act (other than including for the purpose of this Section 11 a registration statement on Form X-0Notification under Regulation A under the Act and the Offering Circular included therein) relating to Common Stock issued or to be issued by the Company, Xxxx X-0 or subsequent similar forms) covering securities of the Company shall give written notice of such proposal to the Holder and will upon the request record owner of any Warrant Stock. If, within 30 days after the giving of such holdernotice, include in the Holder or any such registration statement record owner shall request in writing that this Warrant or any Warrant Stock be included in such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised)proposed registration, then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which Company shall, at its expense, also register such securities as shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities have been so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day periodrequested in writing; provided, however, that the Holder and such owners shall cooperate with the Company in the preparation of such registration statement to the extent required to furnish information concerning the Holder and such owners therein. The Company shall be obligated under this Section 11 to register the Warrant and any Warrant Stock one time, and with respect to the first registration statement filed by the Company that is declared effective. If the Company has not included the Shares in a registration statement filed under the Act by , then the Company shall, at its expense, file a registration statement with respect to the Shares on that date. (b) In connection with the filing of a registration statement pursuant to Section 11(a) hereof, the Company shall: (i) notify the Holder and such owners as to the filing thereof and of all amendments thereto filed prior to the effective date; (ii) notify the Holder and such owners, promptly after it shall have received notice thereof, of the time when the registration statement becomes effective or any supplement to any prospectus forming a part of the registration statement has been filed; (iii) prepare and file without expense to such owners any necessary amendment or supplement to such registration statement or prospectus as may be necessary to comply with the Act or advisable in connection with the proposed distribution of the securities; (iv) take all reasonable steps to qualify the Warrant and the Warrant Stock being registered for sale under the securities or blue sky laws in such reasonable number of states as the Holder and such registered owners may designate in writing and to register or obtain the approval of any federal or state authority that may be required in connection with the proposed distribution, except, in each case, in jurisdictions in which the Company must either qualify to do business or file a general consent to service of process as a condition to the qualification of such securities; (v) notify the Holder and such owners of any stop order suspending the effectiveness of the registration statement and use reasonable efforts to remove such stop order; (vi) undertake to keep the registration statement and prospectus effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants for a period of not less than 90 days; and the Warrant Shares for sale in such states as any such holder reasonably designates and (vii) furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii). (b) The following provisions shall also be applicable: (i) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii) The Company shall indemnify Holder and hold harmless each such holder and each underwriterowners as soon as available, within the meaning copies of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease each preliminary or final prospectus and any supplement or amendment required to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law prepared pursuant to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.this

Registration Under the Securities Act of 1933. The Holder(s) of the Warrants may cause the Exercise Shares to be registered by the Company as follows: (a) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the The Company shall advise the Holder of Warrants or the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice prior to the filing of a registration statement under the 1933 Act (excluding registration on Forms S-0, X-0, or any successor forms thereto), covering securities of the Company to be offered and sold to the public generally and shall, upon the request of the Holder given at least thirty three (303) business days prior to the filing of any such registration statement under the Act (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms) covering securities of the Company and will upon the request of any such holderstatement, include in any such registration statement such information as may be required to permit a public offering of the Warrant Exercise Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the Warrant Exercise Shares for sale in such states as any such holder reasonably designates the Company qualifies its securities and furnish indemnification in the manner as set forth in Section 8(b)(ii)subsection (b)(ii) of this Paragraph 8; PROVIDED, HOWEVER, that the Company will not be required to maintain the registration of the Exercise Shares for any longer period than it shall require for its own purposes. Such holders The Holder shall furnish such information as may be reasonably requested by the Company in order to include such Exercise Shares in the registration statement. In the event that any registration pursuant to this Paragraph 8 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of Exercise Shares to be included in such underwriting may be reduced if and provide indemnification as set forth to the extent the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding the foregoing, the Company may withdraw any registration statement referred to in Section 8(b)(ii)this Paragraph 8 without thereby incurring liability to the holders of the Exercise Shares. (b) The following provisions of this Paragraph 8 shall also be applicable: (i) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 subsection (a) of this WarrantParagraph 8 notwithstanding that Exercise Shares subject to this Warrant may be included in any such registration. Any holder The Holder whose Warrant Exercise Shares are included in any such registration statement pursuant to this Section Paragraph 8 shall, however, bear the fees of his its own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Exercise Shares sold by him it pursuant theretothereto and bear any other costs imposed by applicable federal or state securities laws, rules or regulations. (ii) The Company shall indemnify and hold harmless each such holder the Holder and each underwriter, within the meaning of the Act, who may purchase from or sell for the Holder any such holder any Warrants and/or Warrant Exercise Shares from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act filed by or at the direction of the Company or any prospectus included therein required to be filed or furnished by reason of this Section Paragraph 8 or any application or other filing under any state securities law caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulationmisleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the Company by any such holder the Holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; providedPROVIDED, howeverHOWEVER, that any such holder the Company shall not be obliged so to indemnify the Holder or underwriter or controlling person unless the Holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, statement and each person, if any, who controls the Company within the meaning of such Act and each other HolderAct, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section Paragraph 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or alleged untrue statement or omission is based upon information furnished in writing to the Company by any such holder the Holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.

Registration Under the Securities Act of 1933. (a) a. For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the Company shall advise the Holder of Warrants or the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days prior to the filing of any registration statement under the Act (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms) covering securities of the Company and will upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement -------- ------- relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, -------- however, that the Company shall not be required to keep the ------- registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii). (b) b. The following provisions shall also be applicable: (i1) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii2) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, -------- however, that any such holder or underwriter shall at the same time ------- indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) c. The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) d. Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this -------- ------- Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.

Registration Under the Securities Act of 1933. (aA) For In the four event that, at any time during the five year period commencing after January 19October 1, 1996 1999, the Company registers its securities pursuant to the Securities Act of 1933, as amended (subject to Section 8(fthe "Securities Act"), in connection with a public offering of its securities (other than a registration statement on Form S-4 or S-8 or subsequent similar forms), the Company shall advise the Holder registered holders of the Series A Warrants or the Warrant Shares or any then holder of the Warrants or Warrant Shares (each such persons person being collectively referred to herein as a "holdersholder") by written notice at least thirty one (301) days week prior to the filing of any registration statement under the Securities Act (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms) covering securities of the Company and will upon the request of any such holder, holder include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the Company shall not be required to include such Warrant Shares in a registration statement relates relating solely to a public an offering by the Company of securities for its securities and own account if the managing underwriters advise underwriter shall have advised the holder Company that the inclusion in the offering of securities being sold by the holder would adversely affect such Warrant Shares will have a material adverse effect upon the ability of the Company to complete sell securities for its own account, and provided further that the public offering (and other selling stockholders, if any, holders are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not treated less favorably than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such others having piggyback registration statementrights. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii). (b) The following provisions shall also be applicable: (i) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time or until such earlier date as all of the registered Warrant Shares shall have been sold. In connection with such registration, if requested by the managing underwriter as a condition to the inclusion of the Warrant Shares in the registration statement, the holders shall agree put to sell or otherwise distribute the Warrant Shares pursuant to the registration statement is currentfor such period (the "lock-up period") as the managing underwriter shall request, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on in which event the thirtieth Company will keep the registration statement effective for six (30th6) day months after the date expiration of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrantslock-up period.

Registration Under the Securities Act of 1933. (a) For Upon the four year period commencing after January 19occurrence and continuance of an Event of Default, 1996 (subject and if in the opinion of counsel for Xxxxxx it is necessary to Section 8(f)), have the Company shall advise the Holder of Warrants Pledged Collateral or the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days prior to the filing of any registration statement a portion thereof registered under the Act (Act, in order to sell the Pledged Collateral or such portion thereof in a manner contemplated by Xxxxxx, then at Xxxxxx'x request, Pledgor shall execute and deliver, and cause ECI and/or ATB and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other than a registration statement on Form X-0acts and things, Xxxx X-0 or subsequent similar forms) covering securities of the Company and will upon the request of any such holder, include in any such registration statement such information as may be required necessary, in the reasonable opinion of Xxxxxx, to permit a public offering register the Pledged Collateral under the provisions of the Warrant Shares; providedAct, however, that if and use its best efforts to cause the registration statement relates relating thereto to a public offering by the Company of its securities become effective and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included remain effective for a period of one hundred eighty (180) days year from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion first public offering of such one hundred eighty (180) day period; providedPledged Collateral or that portion thereof to be sold, howeverand to make all amendments and supplements thereto and to the related prospectus which, that in the Company shall not be required to keep reasonable opinion of Xxxxxx, are necessary, all in conformity with the registration statement effective beyond requirements of the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants Act and the Warrant Shares for sale in such states as any such holder reasonably designates rules and furnish indemnification in regulations of the manner as set forth in Section 8(b)(ii). Such holders shall furnish information Securities and provide indemnification as set forth in Section 8(b)(ii)Exchange Commission applicable thereto. (b) The following provisions shall also be applicable: (iAll expenses incurred in connection with the registration and sale of the securities comprising the Pledged Collateral described in Section 9(a) The Company shall bear the entire cost above, including, without limitation, reasonable legal, accounting and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants printing expenses and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold reasonable underwriter's fee and commission, shall be paid by him pursuant theretoPledgor. (iic) The Company Pledgor agrees to use its best efforts to cause each of ECI and ATB to comply with the applicable securities laws and regulations, including all "blue-sky" laws, of a jurisdiction which Xxxxxx shall designate. Pledgor shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares Xxxxxx from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement, omission or alleged omission, of a material fact contained in any registration statement (in the Registration Statement form in which it or any post-effective amendment thereto or any registration statement becomes effective) under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation9, except insofar as such losses, claims, damages untrue or liabilities are caused by any such alleged untrue statement or omission or alleged omission is based upon information furnished or required to be furnished in writing to the Company Pledgor by any such holder or underwriter Xxxxxx expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter Xxxxxx within the meaning of such the Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages . The obligations and liabilities caused by of Pledgor under this Section 9(c) shall survive any untrue statement termination or cancellation of a material fact contained in any registration statement the Interest Note, this Agreement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrantother Reorganization Documents. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.

Registration Under the Securities Act of 1933. (a) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the Company The Borrower shall advise the Holder Lenders, as holders of Warrants or the Warrant Shares Registrable Common Stock (if any) or any then holder of the Warrants or Warrant Shares Registrable Common Stock (such persons being collectively referred to herein in this Section as "holders") by written notice at least thirty (30) days four weeks prior to the filing of any new registration statement under the Securities Act of 1933, as amended, or the Rules and Regulations promulgated thereunder (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar formssuch Act and Rules and Regulations being hereinafter referred to as the "Securities Act") covering securities of the Company Borrower and will for a period ending on the first anniversary of the final Interest Payment Date on which a Stock Payment was made and commencing as of the date hereof, upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares Registrable Common Stock which is eligible to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of in such registration statementRegistration Statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company Borrower shall supply prospectuses, use its best efforts to cause the registration statement to become effective and to qualify the Warrants and the Warrant Shares Registrable Common Stock for sale in such states state as any such holder reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii)section (b) of this Section. Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii)section (b) of this Section. (b) The following provisions shall also be applicable: (i) The Company Borrower shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 section (a) of this WarrantSection notwithstanding that Registrable Common Stock may be included in any such registration. Any holder whose Warrant Shares are Registrable Common Stock is included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his such holder's own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares Common Stock sold by him such holder pursuant thereto. (iic) The Company Borrower shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares Registrable Common Stock for any such holder (in the case of indemnification of such underwriter) from and against any and any all losses, claims, damages and liabilities caused by ("Losses") arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement any registration statement or any post-post- effective amendment thereto or any registration statement under the Securities Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or arising out of or based upon any application omission or other filing under any state securities law caused by any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulationmisleading, except insofar as such losses, claims, damages Losses arise out of or liabilities are caused by based upon any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the Company Borrower by any such holder holder, or underwriter underwriter, in the case of indemnification of such underwriter, expressly for use therein, which indemnification shall include each person, if any, who controls any such holder or each person, if any, who controls any such holder or underwriter within the meaning of such Securities Act; provided, however, that the Borrower shall not be obliged so to indemnify any such holder or underwriter or controlling person unless such holder or underwriter shall at the same time indemnify indemnify, severally and not jointly, the CompanyBorrower, its directors, each officer signing the related registration statement, statement and each person, if any, who controls the Company Borrower within the meaning of such Act and each other HolderSecurities Act, from and against any and all losses, claims, damages and liabilities caused by Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by arising out of or based upon any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages Losses arise out of or liabilities are caused by based upon any untrue statement or alleged untrue statement or omission is based upon made in conformity with information furnished in writing to the Company Borrower by any such holder or underwriter expressly for use therein. (cd) The Company's agreements with If the indemnify obligation provided for above is unavailable or insufficient to hold harmless an indemnified party in respect of any Losses, then the indemnifying party shall contribute to Warrants the amount paid or Warrant Shares payable by the indemnified party as a result of such Losses in this Section 8 shall continue in effect regardless such proportion as is appropriate to reflect the relative fault of the exercise indemnifying party, on the one hand, and surrender the indemnified party, on the other hand, in connection with statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified parties and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contributions pursuant to this Warrantparagraph were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the previous sentence. (de) Notwithstanding any contrary provisions anything herein to the contrary, a holder shall have no rights to have the Registrable Common Stock registered if in the opinion of this Section 8 either counsel for the Borrower, knowledgeable and experienced in Federal securities matters (said counsel to be acceptable to such holder in the reasonable judgement of such holder), or counsel for the holder of this Warrant mayknowledgeable and experienced in Federal securities matters (said counsel to be acceptable to the Borrower in the Borrower's reasonable judgement), the holder may lawfully sell publicly, at its electionthe time and in the manner the holder proposes to sell the Registrable Common Stock, include this Warrant as well as all of the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed securities proposed to be sold without registering the sale under the Securities Act, whether pursuant to this an exemption from registration available under Section 8; provided4(1) of the Securities Act, howeverRule 144 or Rule 144(k) under the Securities Act, that in the event that both or otherwise. (f) The Borrower will (i) this Warrant shall be included file reports in any such registration statement and compliance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) this Warrant shall be transferred at a time subsequent comply with all rules and regulations of the Commission applicable in connection with the use of Rule 144 under the Securities Act and take such other actions and furnish the holder with such other information as such holder may request in order to the effective date avail itself of such registration rule or any other rule or regulations of the Commission allowing such holder to sell any Registrable Common Stock without registration, and (iii) at its expense, upon the request of the holder, deliver to such holder a certificate, signed by the Borrower's principal financial officer, stating (A) the Borrower's name, address and telephone number (including area code), (B) the Borrower's Internal Revenue Service identification number, (C) the Borrower's Commission file number, (D) the number of shares of each class of stock outstanding as shown by the most recent report or statement at which time published by the registration statement is currentBorrower, then this Warrant shall cease and (E) whether the Borrower has filed the reports required to be exercisable after 5:00 P. M., New York City time on filed under the thirtieth Exchange Act for a period of at least ninety (30th90) day after days prior to the date of such transfer orcertificate and in addition has filed the most recent annual report required to be filed thereunder. If at any time the Borrower is not required to file reports in compliance with either Section 13 or Section 15(d) of the Exchange Act, the Borrower at its expense will, upon the written request of the holder, make available adequate current public information with respect to the Borrower within the meaning of paragraph (c)(2) of Rule 144 under the Securities Act. (g) The holders of the Registrable Common Stock and any transferee thereof, by their acceptance hereof, hereby agree that: (a) the Registrable Common Stock to be being acquired hereunder are being purchased for investment purposes only and not with a view to distribution and will not be transferred unless registered or unless there is an exemption available from the registration requirement of the Securities Act, which exemption has been established to the reasonable satisfaction of the Borrower; (b) no public distribution of the Registrable Common Stock Warrants will be made in violation of the provisions of the Securities Act or any applicable state laws; and (c) during such period as delivery of a prospectus with respect to the Registrable Common Stock may be required by the Securities Act, no public distribution of Registrable Common Stock Warrants will be made in a manner or on terms different from those set forth in, or without delivery of, a prospectus then meeting the requirements of Section 10 of the Securities Act and in compliance with all applicable state laws. The Lenders and any such assignee of the Lenders further agree that if such thirtieth (30th) day any public distribution of any of the Registrable Common Stock is proposed to be made by them otherwise than by delivery of a prospectus meeting the requirements of Section 10 of the Securities Act, which action shall be taken only after submission to the Borrower of an opinion of counsel, reasonably satisfactory in form and substance to the Borrower's counsel, to the effect that the proposed distribution will not be in violation of the Securities Act or of applicable state law. Furthermore, it shall be a day on which banking institutions in the State of New York are authorized by law condition to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of the Registrable Common Stock that the transferee thereof deliver to the Borrower such holder's written agreement to accept and be bound by all of the terms and conditions of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the WarrantsSection.

Registration Under the Securities Act of 1933. (a1) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the The Company shall advise the Holder of Warrants this Warrant or of the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days four weeks prior to the filing of any new registration statement or post-effective amendment thereto under the Securities Act of 1933 (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar formsthe "Act") covering securities of the Company and will for a period of six years from the date hereof upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering of the Warrants or the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectusesprospectuses and other documents as the Holder may request in order to facilitate the public sale or other disposition of the Warrants or Warrant Shares, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and do any and all other acts and things which may be necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Warrants or Warrant Shares, and furnish indemnification in the manner as set forth in Subsection (3)(C) of this Section 8(b)(ii(j). Such holders shall furnish information and provide indemnification as set forth in Subsection (3)(C) of this Section 8(b)(ii(j), except that the maximum amount which may be recovered from the Holder shall be limited to the amount of proceeds received by the Holder from the sale of the Warrants or Warrant Shares. (b2) If any majority holder (as defined in Subsection (4) of this Section (j) below) shall give notice to the Company at any time during the five year period commencing on the date hereof to the effect that such holder contemplates (i) the transfer of all or any part of his or its Warrants and/or Warrant Shares, or (ii) the exercise and/or conversion of all or any part of his or its Warrants and the transfer of all or any part of the Warrants and/or Warrant Shares under such circumstances that a public offering (within the meaning of the Act) of Warrants and/or Warrant Shares will be involved, and desires to register under the Act, the Warrants and/or the Warrant Shares, then the Company shall, within two weeks after receipt of such notice, file a registration statement pursuant to the Act, to the end that the Warrants and/or Warrant Shares may be sold under the Act as promptly as practicable thereafter and the Company will use its best efforts to cause such registration to become effective and continue to be effective (current) (including the taking of such steps as are necessary to obtain the removal of any stop order) until the holder has advised that all of the Warrants and/or Warrant Shares have been sold; provided that such holder shall furnish the Company with appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. In the event the registration statement is not declared effective under the Act prior to May 21, 2001, the Company shall extend the expiration date of the Warrants to a date not less than 90 days after the effective date of such registration statement. The holder may, at its option, request the registration of the Warrants and/or Warrant Shares in a registration statement made by the Company as contemplated by Subsection (1) of this Section (j) or in connection with a request made pursuant to Subsection (2) of this Section (j) prior to the acquisition of the Warrant Shares upon exercise of the Warrants and even though the holder has not given notice of exercise of the Warrants. If the Company determines to include securities to be sold by it in any registration statement originally requested pursuant to this Subsection (2) of this Section (j), such registration shall instead be deemed to have been a registration under Subsection (1) of this Section (j) and not under Subsection (2) of this Subsection (j). The holder may thereafter at its option, exercise the Warrants at any time or from time to time subsequent to the effectiveness under the Act of the registration statement in which the Warrant Shares were included. (3) The following provisions provision of this Section (j) shall also be applicable: (iA) Within ten days after receiving any such notice pursuant to Subsection (2) of this Section (j), the Company shall give notice to the other holders of Warrants and Warrant Shares, advising that the Company is proceeding with such registration statement and offering to include therein Warrants and/or Warrant Shares of such other holders, provided that they shall furnish the Company with such appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. Following the effective date of such registration, the Company shall upon the request of any owner of Warrants and/or Warrant Shares forthwith supply such a number of prospectuses meeting the requirements of the Act, as shall be requested by such owner to permit such holder to make a public offering of all Warrants and/or Warrant Shares from time to time offered or sold to such holder, provided that such holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of such holder) in connection therewith as the Company shall request in writing. The Company shall also use its best efforts to qualify the Warrant Shares for sale in such states as such majority holder shall designate. (B) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 Subsection (1) of this WarrantSection (j) notwithstanding that Warrants and/or Warrant Shares subject to this Warrant may be included in any such registration. The Company shall also comply with one request for registration made by the majority holder pursuant to Subsection (2) of this Section (j) at its own expense and without charge to any holder of any Warrants and/or Warrant Shares; and the Company shall comply with one additional request made by the majority holder pursuant to Subsection (2) of this Section (j) (and not deemed to be pursuant to Subsection (1) of this Section (j)) at the sole expense of such majority holder. Any holder whose Warrants and/ or Warrant Shares are included in any such registration statement pursuant to this Section 8 (j) shall, however, bear the fees of his own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (iiC) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 (j) or any application or other filing under any state securities law caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Actmisleading, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar exceptminsofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; Act provided, however, that the Company will not be liable in any such holder case to the extent that any such loss, claim, damage or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning liability arises out of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any or is based upon an untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any alleged untrue statement or omission is based or alleged omission made in said registration statement, said preliminary prospectus, said final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to by such Holder or any other Holder, specifically for use in the Company preparation thereof. (D) Neither the giving of any notice by any such majority holder nor the making of any request for prospectuses shall impose any upon such majority holder or underwriter expressly for use thereinowner making such request any obligation to sell any Warrants and/or Warrant Shares, or exercise any Warrants. (c4) The Company's agreements with respect to term "majority holder" as used in this Section (j) shall include any owner or combination of owners of Warrants or Warrant Shares in this Section 8 shall continue in effect regardless any combination if the holdings of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.aggregate amount of:

Registration Under the Securities Act of 1933. (a1) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the The Company shall advise the Holder of Warrants or this Warrant of the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons person being collectively referred to herein as "holdersholder") by written notice at least thirty (30) days two weeks prior to the filing of any registration statement or post-effective amendment thereto under the Securities 6 Act (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms) of 1933 covering securities of the Company and will for the period until October 23, 2001, upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the . In connection with its filing of any registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholdersor post-effective amendment thereto, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required supply prospectuses and other documents as the Holder may request in order to keep facilitate the registration statement effective beyond public sale or other disposition of the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectusesWarrant Shares, qualify the Warrants and the Warrant Shares Share for sale in such states as any such holder reasonably designates and furnish indemnification in do any and all other acts and things which may be necessary or desirable to enable such Holders to consummate the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii)public sale or other disposition of the Warrant Shares. (b2) If any registration pursuant to Subsection 1 of this Section (i) shall be underwritten in whole or in part, the Company may require that the Warrant Shares requested for inclusion pursuant to Subsection 1 of this Section (i) be included int eh underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event that in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Warrant Shares covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Warrant Shares otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the holders thereof requesting such registration or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Warrant Shares is included in the underwritten public offering, those Warrant Shares which are thus excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed 120 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The following provisions obligation of the Company under Subsection 2 of this Section (i) shall also be applicable:limited to two registration statements. (i3) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 Subsection (1) of this WarrantSection (i) notwithstanding that Warrant Shares may be included in any such registration. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 (i) shall, however, bear the fees of his own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.7 XPLOR CORPORATION

Registration Under the Securities Act of 1933. (a1) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the The Company shall advise the Holder of Warrants this Warrant or of the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days four weeks prior to the filing of any post-effective amendment to the Company's Registration Statement No. 333-_____ on Form S-1 ("Registration Statement"), declared effective by the Securities and Exchange Commission on _______ __, 1998 or of any new registration statement or post-effective amendment thereto under the Securities Act of 1933 (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar formsthe "Act") covering securities of the Company and will for a period of six years, commencing one year from the effective date of the Registration Statement, upon the request of any such holder, include in any such post-effective amendment or registration statement such information as may be required to permit a public offering of the Warrants or the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectusesprospectuses and other documents as the Holder may request in order to facilitate the public sale or other disposition of the Warrants or Warrant Shares, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and do any and all other acts and things which may be necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Warrants or Warrant Shares, and furnish indemnification in the manner as set forth in Subsection (3)(C) of this Section 8(b)(ii(j). Such holders shall furnish information and provide indemnification as set forth in Subsection (3)(C) of this Section 8(b)(ii(j), except that the maximum amount which may be recovered from the Holder shall be limited to the amount of proceeds received by the Holder from the sale of the Warrants or Warrant Shares. (b2) If any majority holder (as defined in Subsection (4) of this Section (j) below) shall give notice to the Company at any time during the four year period commencing one year from the effective date of the Registration Statement to the effect that such holder contemplates (i) the transfer of all or any part of his or its Warrants and/or Warrant Shares, or (ii) the exercise and/or conversion of all or any part of his or its Warrants and the transfer of all or any part of the Warrants and/or Warrant Shares under such circumstances that a public offering (within the meaning of the Act) of Warrants and/or Warrant Shares will be involved, and desires to register under the Act, the Warrants and/or the Warrant Shares, then the Company shall, within two weeks after receipt of such notice, file a post-effective amendment to the Registration Statement or a new registration statement on Form S-1 or such other form as the holder requests, pursuant to the Act, to the end that the Warrants and/or Warrant Shares may be sold under the Act as promptly as practicable thereafter and the Company will use its best efforts to cause such registration to become effective and continue to be effective (current) (including the taking of such steps as are necessary to obtain the removal of any stop order) until the holder has advised that all of the Warrants and/or Warrant Shares have been sold; provided that such holder shall furnish the Company with appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. In the event the registration statement is not declared effective under the Act prior to _______ __, 2003, then at the holder's request, the Company shall purchase the Warrants from the holders for a per share price equal to the fair market value of the Common Stock less the per share Exercise Price. The holder may, at its option, request the registration of the Warrants and/or Warrant Shares in a registration statement made by the Company as contemplated by Subsection (1) of this Section (j) or in connection with a request made pursuant to Subsection (2) of this Section (j) prior to the acquisition of the Warrant Shares upon exercise of the Warrants and even though the holder has not given notice of exercise of the Warrants. The holder may thereafter at its option, exercise the Warrants at any time or from time to time subsequent to the effectiveness under the Act of the registration statement in which the Warrant Shares were included. (3) The following provisions provision of this Section (j) shall also be applicable: (iA) Within ten days after receiving any such notice pursuant to Subsection (2) of this Section (j), the Company shall give notice to the other holders of Warrants and Warrant Shares, advising that the Company is proceeding with such post-effective amendment or registration statement and offering to include therein Warrants and/or Warrant Shares of such other holders, provided that they shall furnish the Company with such appropriate information (relating to the intentions of such holders) in connection therewith as the Company shall reasonably request in writing. Following the effective date of such post-effective amendment or registration, the Company shall upon the request of any owner of Warrants and/or Warrant Shares forthwith supply such a number of prospectuses meeting the requirements of the Act, as shall be requested by such owner to permit such holder to make a public offering of all Warrants and/or Warrant Shares from time to time offered or sold to such holder, provided that such holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of such holder) in connection therewith as the Company shall request in writing. The Company shall also use its best efforts to qualify the Warrant Shares for sale in such states as such majority holder shall designate. (B) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 Subsection (1) of this WarrantSection (j) notwithstanding that Warrants and/or Warrant Shares subject to this Warrant may be included in any such registration. The Company shall also comply with one request for registration made by the majority holder pursuant to Subsection (2) of this Section (j) at its own expense and without charge to any holder of any Warrants and/or Warrant Shares; and the Company shall comply with one additional request made by the majority holder pursuant to Subsection (2) of this Section (j) (and not deemed to be pursuant to Subsection (1) of this Section (j)) at the sole expense of such majority holder. Any holder whose Warrants and/ or Warrant Shares are included in any such registration statement pursuant to this Section 8 (j) shall, however, bear the fees of his own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (iiC) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 (j) or any application or other filing under any state securities law caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulationmisleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; Act provided, however, that the Company will not be liable in any such holder case to the extent that any such loss, claim, damage or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning liability arises out of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any or is based upon an untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any alleged untrue statement or omission is based or alleged omission made in said registration statement, said preliminary prospectus, said final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to by such Holder or any other Holder, specifically for use in the Company preparation thereof. (D) Neither the giving of any notice by any such majority holder nor the making of any request for prospectuses shall impose any upon such majority holder or underwriter expressly for use therein. (c) The Company's agreements with respect owner making such request any obligation to sell any Warrants and/or Warrant Shares, or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.

Registration Under the Securities Act of 1933. Each Lender (for itself and no one else) represents, warrants, covenants and agrees that it will not dispose of any Warrant or any Warrant Shares except pursuant to (i) an effective registration statement, or (ii) an applicable exemption from registration under the Securities Act. In connection with any sale by a Lender pursuant to clause (ii) of the preceding sentence, it shall furnish to the Company an opinion of counsel reasonably satisfactory to the Company to the effect that such exemption from registration is available in connection with such sale. Each Lender (for itself and no one else) acknowledges, understands and agrees that the following limitations and restrictions are applicable to the purchase, resale and distribution of the Warrants and the Warrant Shares: (a) For each Lender must bear the four year period commencing after January 19, 1996 (subject to Section 8(f)), economic risk of its investment in the Company shall advise for an indefinite period of time because neither the Holder Warrants nor the Warrant Shares have been registered under the Securities Act or any State securities laws and, therefore, may not be subsequently offered, sold, transferred, pledged or otherwise disposed of unless and until they have been registered under the Securities Act and any applicable State securities laws or exemptions from registration thereunder are available, and each Lender further understands that only the Company can take action to register the Warrants or the Warrant Shares; and (b) each Lender has been advised that the Company does not expect that Rule 144 under the Securities Act will be available to such Lender with respect to any of the Warrants or the Warrant Shares unless such Lender is a non-affiliate of the Company (and has not been an affiliate of the Company for at least three months) and has held such securities for at least one year from the later of the date that they were issued by the Company or the date that they were acquired from an affiliate of the Company. Each Lender (for itself and no one else) represents, warrants, covenants and agrees that (i) it is purchasing the Warrants for its own account, for investment purposes and not with a view to, or for resale in connection with, any then holder distribution or public offering thereof (as defined in the rules and regulations under the federal securities laws) and is an "accredited investor" (as defined in Regulation D under the Securities Act); (ii) it is not participating and does not have a participation in any distribution or the underwriting of any distribution in violation of the Securities Act, and has no present intention of selling or otherwise disposing of any of the Warrants or the Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days prior to the filing of any registration statement under the Act (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms) covering securities in violation of the Company Securities Act, (iii) it is aware that neither the Securities and will Exchange Commission nor any state securities commission has approved or disapproved the Warrants or the Warrants Shares or passed upon the request accuracy or adequacy of any such holderthis Warrant Agreement, include (iv) it recognizes that an investment in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the Warrant Shares for sale involves a high degree of risk, it has such knowledge and experience in such states financial and business matters as any such holder reasonably designates to be capable of evaluating the risks and furnish indemnification merits of this investment and protecting its interests in connection with this investment and it is able to bear the economic risk of an investment in the manner as set forth in Section 8(b)(ii). Such holders shall furnish Warrants and the Warrant Shares, including the risk of the total loss of such investment, (v) it has received all information and provide indemnification as set forth in Section 8(b)(ii). (b) The following provisions shall also be applicable: (i) The Company shall bear it considers necessary or appropriate for deciding whether to enter into this Warrant Agreement or to acquire the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes Warrants or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii) The including the SEC Documents filed over the last 12-month period), and it has had an opportunity to ask questions of and receive answers from the Company shall indemnify regarding the Company and hold harmless each such holder the terms and each underwriter, within the meaning conditions of the ActWarrants and the Warrant Shares, who may purchase from or sell for any such holder any and (vi) it understands that neither the Warrants and/or Warrant Shares from and against any and any losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as nor the Warrant Shares issuable upon exercise have been registered under the Securities Act on the basis that the issuance or sale of this the Warrants and the Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time Shares is exempt from the registration statement is currentprovisions thereof, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time and that the Company's reliance on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day exemption is predicated on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrantsits representations herein.

Registration Under the Securities Act of 1933. (aA) For Upon the four year period commencing after January 19written request of Holder, 1996 (subject to Section 8(f))or its assigns, the Company shall advise will promptly take such steps as ix xxx opinion of counsel for the Holder of Warrants or the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred Company, are necessary to herein as "holders") by written notice at least thirty (30) days prior to prepare the filing of any registration statement under the Act (other than and to process to effectiveness of a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms) covering securities of the Company and will upon the request of any such holder, include S-8 Registration Statement in any such registration statement such information as may be required order to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statementOption Stock. The Company shall keep pay all costs and expenses, including legal and accounting fees and disbursements relating to such registration statement current for Form S-8 Registration Statement. (B) If the Company should at any time file a period Registration Statement covering the offer and sale of up any of its securities, the Company will at the request of Holder include including all or part of the Option Shares in such Registration Statement. Such inclusion shall be at the sole expense of the Company. The Company will notify the Holder of Option Shares in writing of any proposed filing pursuant to nine Section 8(b) at least thirty days prior thereto. (9C) months The following provisions of this Section 8(c) shall also be applicable: (I) The Company shall upon the request of any Holder of Option Shares forthwith supply such reasonable number of prospectuses meeting the requirements of the Act as shall be requested by such Holder to permit such Holder to make a public distribution of all Option Shares from time to time offered or sold by such Holder, provided that such Holder shall from time to time furnish the conclusion Company with such appropriate information (relating to the intentions of such one hundred eighty (180Holder) day period; provided, however, that in connection therewith as the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statementsreasonably request in writing. The Company shall supply prospectusesalso use its best efforts to qualify, qualify at its expense, the Warrants and the Warrant Option Shares for sale in such states as any such holder Holder may reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii)designate. (b) The following provisions shall also be applicable: (i) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (iiA) The Company shall indemnify and hold harmless each such holder Holder and each underwriter, underwriter within the meaning of the Act, Act who may purchase from or sell for any Holder any Option Shares (and each person, if any, who controls any such holder any Warrants and/or Warrant Shares from and underwriter) against any and any all losses, claims, damages damages, liabilities and expenses (including reasonable costs of investigation), joint or several, to which they or any of them may become subject under the Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse each Holder and each underwriter (and each such controlling person, if any) for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any claims or actions, whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities caused by or actions arise out of or are based upon any untrue statement or alleged untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus (preliminary or final) included therein therein, or any amendment or supplement thereto, which is required to be filed or furnished by reason of this Section 8 or any application arise out of or other filing under any state securities law caused by are based upon any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages damages, expenses, liabilities or liabilities actions are caused by any such untrue statement or omission is based (or allegation thereof) made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any such holder Holder or underwriter expressly for use thereinin connection therewith and except that the indemnification agreement contained in this Section shall not inure to the benefit of any Holder or underwriter to the extent that any such loss, claim, damage, liability or expense results from the failure of such Holder or underwriter, when required to do so by the Act, to send or give a copy of any prospectus, or any amendment or supplement thereto, to any purchaser of the Option Shares or such Holder is otherwise responsible for the content of such Registration Statement by virtue of being an executive officer or director of the Company. A person who controls any underwriter shall be covered by the indemnity agreement in this Section for all such losses, claims, damages, liabilities, expenses and actions irrespective of whether they are based on Section 15 of the Act. The indemnity agreement in this Section shall be in addition to any liability which the Company may otherwise have. (cII) (B) Anything in Section to the contrary notwithstanding, the Company shall not be obligated so to indemnify any Holder or underwriter or controlling person unless such Holder or underwriter shall agree to indemnify and hold harmless the Company, its directors and officers, any person who is named in the Registration Statement with his consent as about to become a director, and each person, if any, who controls the Company within the meaning of Section 15 of the Act against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation), joint or several, to which they or any of them may become subject under the Act or under any other statute or at common law or otherwise, and, except as hereinafter provided, to reimburse such persons for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any claims or actions, whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus (preliminary or final) included therein, or any amendment or supplement thereto, which is required to be filed or furnished by reason of this Section or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that (i) such untrue statement or alleged untrue statement, omission or alleged omission is made in reliance upon and in conformity with information relating to the Holder or underwriter furnished in writing by him or it or on his or its behalf expressly for use in connection therewith or (ii) such loss, claim, damage, liability or expense results from the failure of the Holder or underwriter, when required to do so by the Act, to send or give a copy of any prospectus, or any amendment or supplement thereto, to any purchaser of the Option Shares or (iii) such Holder is otherwise responsible for the contents of such Registration Statement by virtue of being an executive officer or director of the Company. The indemnity agreement in this Section shall be in addition to any liability which the Holder or the underwriter may otherwise have. (C) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying parties in writing of the commencement thereof; provided that the omission so to notify any indemnifying party shall not relieve such indemnifying party from any liability which such indemnifying party may have to any indemnified party under this Section except for losses sustained by reason of the failure to give such notice. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying parties of the commencement thereof, the indemnifying parties shall be entitled to participate in, and, to the extent that they shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying parties to such indemnified party of their election so to assume the defense thereof, the indemnifying parties shall not be liable to such indemnified party under such Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. Any indemnifying party shall not be liable to any indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party. (D) The Company's agreements with respect to Warrants or Warrant the Option Shares in this Section 8 shall continue in effect regardless of the any transfer, assignment, exercise and or surrender of this WarrantOption. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.

Registration Under the Securities Act of 1933. A. By executing this Agreement, Buyer agrees and understands that the Company is under no obligation to register the Shares on its behalf or to assist it in complying with any exemption from registration except on a "best efforts" basis as set forth below. B. Electropure intends to file a registration statement within one (a1) For year. If Electropure files a registration statement (except on Forms S-4 or S-8) at any time following the date of this Agreement, Electropure shall provide Buyer with four year period commencing after January 19weeks' notice of its intention to file such registration statement (the "Registration Statement") pursuant to the Securities Act of 1933, 1996 as amended (the "Act"), to the end that the Shares may be sold under the Act as promptly as practicable thereafter, subject to Section 8(f))the trading restrictions contained in Paragraph 7 of this Agreement, and Electropure will use its best efforts to cause such registration to become effective and continue to be effective (current) (including the taking of such steps as are necessary to obtain the removal of any stop order) for a period equal to the lesser of two (2) years following the issuance of Shares at the $5.50 Trigger Value or until the holder has advised Electropure that all of the Shares have been sold; provided, that if at the time of a proposed registration statement, the Shares can be sold under Rule 144 of the Act without any restriction and the Company removes any legends restricting transfers of the Shares, the Company does not have to include the Shares in any registration statement; provided further, that Buyer shall advise the Holder of Warrants or the Warrant Shares or any then holder of the Warrants or Warrant Shares furnish Electropure with appropriate information (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days prior relating to the filing intentions of any registration statement under such Buyer) in connection therewith as Electropure shall reasonably request in writing. C. Subject to the Act trading restrictions contained in Paragraph 7 of this Agreement, the following provision of this Section 6 shall also be applicable: (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms1) covering securities of the Company and will upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from Following the effective date of such registration statement. The Company , Electropure shall keep upon the request of any owner of the Shares forthwith supply such registration statement current for a period number of up prospectuses meeting the requirements of the Act, as shall be requested by such owner to nine permit such holder to make a public offering of all the Shares from time to time offered or sold to such holder, provided that such holder shall from time to time furnish Electropure with such appropriate information (9) months from relating to the conclusion intentions of such one hundred eighty (180holder) day period; provided, however, that the Company in connection therewith as Electropure shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the Warrant Shares for sale request in such states as any such holder reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii)writing. (b2) The following provisions shall also be applicable: (i) The Company Electropure shall bear the entire cost and expense of any registration of securities initiated by it under this Section 8 of this Warrant6 notwithstanding that other shares may be included in any such registration. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 6 shall, however, bear the fees of his own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him it pursuant thereto. (ii3) The Company Electropure shall indemnify and hold harmless each such the holder and each underwriter, within the meaning of the Act, any underwriter who may purchase from or sell for any such holder any Warrants and/or Warrant Shares or from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 6 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission is or alleged omission based upon information furnished or required to the Company be furnished in writing to Electropure by any such holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.

Registration Under the Securities Act of 1933. A. The corporation agrees and undertakes, during the five (a5) For the four year period commencing after January 19on the Exercise Commencement Date and ending on the Expiration Time, 1996 that if the Corporation shall seek to register an offering of its securities, each holder of this Warrant shall be notified and shall be entitled to elect to have included in such proposed registration, without cost or expense, any or all of the Shares Underlying the Warrants (subject to Section 8(f"Underlying Shares") (the "Piggy-Back Rights")). In the event of such a proposed registration, the Company Corporation shall advise furnish the Holder of Warrants or the Warrant Shares or any then holder holders of the Warrants or Warrant the Underlying Shares (such persons being collectively referred to herein as "holders") by written notice at least with no less than thirty (30) days written notice prior to the proposed filing of any registration statement under the Act (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms) covering securities of the Company and will upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company Such notice shall keep continue to be given by the Corporation to such warrant holders for each proposed registration statement current for a period by the Corporation until such time as all of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the Warrant Underlying Shares for sale in such states as any such holder reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii)have been registered. Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii)exercise these Piggy-Back Rights by giving written notice within twenty (20) days of the receipt of the Corporation's notice of intention to file a registration statement. B. If the managing Underwriter gives the Corporation and holders of Warrants, or the Underlying Shares which are being registered (b"Registrable Securities") The following provisions shall also a written opinion that the number of Registrable Securities requested to be applicable: (i) The Company shall bear included exceeds the entire cost and expense of any registration number of securities initiated by it under Section 8 that can be sold on terms reasonably acceptable to the Corporation, the Company will include in the registration only the number of this WarrantRegistrable Securities that the underwriters believe can be sold on such terms. Any holder whose Warrant Shares are The Registrable Securities included in any such the registration statement pursuant shall be allocated pro rata among the holders of Registrable Securities on the basis of the total number of Registrable Securities requested to this Section 8 shall, however, bear be included in the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant theretoregistration. (ii) C. The Company shall Corporation agrees to defend, indemnify and hold the Holder, its officers, directors, partners, employees, agents, legal representatives, successors and assigns (collectively the "Holder Group") harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and all loss, liability, charge, claim, damage, cost and expense whatsoever, including, without limitation, reasonable attorneys' fees (collectively "Claims"), incurred or sustained by the Holder Group, or any lossesof them, claims, damages and liabilities caused by in connection with (i) any untrue statement of a material fact contained (a) in the Registration Statement or any post-effective amendment thereto or any registration statement under statement, preliminary prospectus or final prospectus and each amendment and supplement thereto (including all Exhibits) relating to the Act registration or any prospectus included therein required to be filed or furnished by reason sale of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter Warrant or any of them may become subject under the Act, the Securities Exchange Act Shares of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares Common Stock issuable upon exercise of this Warrant Warrant, or (b) in any registration application, document or other communication executed by or on behalf of the Corporation in order to register or qualify this Warrant or any of the Shares of Common Stock issuable upon the exercise of this Warrant under any state's blue sky laws, PROVIDED, HOWEVER, that the foregoing indemnity shall not apply to any such statement filed made by the Company in reliance upon information provided to the Company be in writing by any member of the Holder Group, or (ii) any breach of any representation, warranty, covenant or agreement of the Corporation contained in this Warrant. D. If any indemnity is sought against the Corporation pursuant to this Section 8; providedArticle III, howeverthe indemnified party or parties shall promptly notify the Corporation in writing of the assertion of such Claim, that and promptly furnish the Corporation with all relevant information and copies of all pertinent documents relating to the Claim in the event that both (i) this Warrant indemnified party's possession or control. The failure of the indemnified party to give notice of the claim will not affect the indemnified party's right to indemnification hereunder, except if, and only to the extent that, the Corporation's defense of such Claim is actually prejudiced by reason of such failure to give such timely notice. The Corporation will undertake and continuously defend such Claim with counsel of reputable standing, and the indemnified party may participate in such defense by counsel of its own choosing and its own expense. The Corporation may effect settlement of a Claim on such terms and conditions as it shall determine, provided that, at such time the Corporation acknowledges and reaffirms to the indemnified party its financial responsibility for the Claim and the settlement thereof. If the indemnified party shall be included required to pay any amount with respect to said Claim, such amount shall be paid by the Corporation to the indemnified party upon the indemnified party giving the Corporation a written request therefor. If the Corporation does not timely undertake or continuously defend any such Claim, then the indemnified party will have the right to employ separate counsel in any such registration statement action and (ii) this Warrant shall be transferred at a time subsequent to participate in the effective date defense thereof, and the fees and expense of such registration statement at which time counsel as well as all other fees and expenses incurred by the registration statement is currentindemnified party in connection with such defense will be the Corporation's obligation and responsibility. Furthermore, the indemnified party will then this Warrant shall cease have the right to be exercisable after 5:00 P. M.defend or dispose of the Claim in such manner as it deems advisable, New York City time on and for the thirtieth (30th) day after the date of such transfer orpurposes hereof, as if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected defense or disposition had been undertaken by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the WarrantsCorporation.

Registration Under the Securities Act of 1933. Section 7.1. The Company will file, as soon as practicable but in any event within 90 days after the Closing Date (a) For the four year date on which the 90-day period commencing after January 19, 1996 (subject expires being hereinafter referred to Section 8(f)as the "Filing Date"), a shelf registration statement (the Company shall advise "Registration Statement") on Form S-3 or other applicable form covering the Holder of Warrants or the Warrant Shares or any then holder issuance of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days prior to warrants and the filing shares of any registration statement under the Act (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms) covering securities of the Company and will Common Stock issuable upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering exercise of the Warrant Shares; provided, however, that if granted hereunder and thereafter shall use its best efforts to cause the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares Registration Statement to be registered declared effective as soon as practicable following such filing and to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included maintain such effectiveness for a period of one hundred eighty three (1803) days years from the Closing Date. In the event the Registration Statement to be filed by the Company is not declared effective date by the Commission for any reason by the Filing Date, then the terms of such registration statementthe Agreement shall control. The Company shall keep such registration statement current for a period cooperate with the Holder in connection with the qualification of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the Warrant Shares under the securities and Blue Sky laws of such jurisdictions as the Holder may request; PROVIDED, HOWEVER, that neither the Company nor its subsidiaries shall be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. Section 7.2. With respect to the Registration Statement, all fees, costs and expenses of and incidental to such registration shall be borne by the Company. Notwithstanding the foregoing, the fees and expenses of counsel and accountants for sale in such states as any such holder reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders Holder shall furnish information and provide indemnification as set forth in Section 8(b)(ii)be borne by the Holder. (ba) The following provisions shall also be applicable: (i) The To the extent permitted by law, the Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii) The Company shall will indemnify and hold harmless each such holder the Holder and each underwriterofficer, director and agent of the Holder and each person who controls the Holder within the meaning of the Securities Act and the Securities Exchange Act of 1934 (the "Exchange Act"), who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any losses, claims, expenses, damages and or liabilities caused by any untrue statement of a material fact contained in the Registration Statement (including reasonable attorneys fees), joint or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading several, to which such holder the Holder or any such underwriter or any of them may controlling person become subject under the Securities Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are caused by based upon any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any alleged untrue statement of a any material fact contained in the Registration Statement, any registration statement prospectus contained therein which is utilized, or any prospectus required to be filed amendment or furnished by reason supplement thereof, or arise out of this Section 8 or caused by any are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Holder and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, expense, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, expense, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information relating to the Holder furnished in writing to the Company by the Holder or such controlling person. (b) To the extent permitted by law, the Holder will indemnify and hold harmless the Company and each officer, director and agent of the Company and each person who controls the Company or underwriter within the meaning of the Securities Act and the Exchange Act, each officer of the Company who signs the Registration Statement and each director of the Company, against all losses, claims, expenses, damages or liabilities (including reasonable attorneys' fees), joint or several, to which the Company or such officer or director or controlling person become subject under the Securities Act, but only insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are caused by based upon any untrue statement or omission is based upon alleged untrue statement of any material fact made in reliance on and in conformity with information relating to the Holder furnished in writing to the Company by any such holder or underwriter expressly for use thereinin the Registration Statement. The Holder's liability shall in no event exceed the gross proceeds received by the Holder in connection with the sale of the Warrant and the Warrant Shares. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless Promptly after receipt by an indemnified party hereunder of notice of the exercise and surrender commencement of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 action, such indemnified party shall, if a claim in respect thereof is to be made against the holder of this Warrant mayindemnifying party hereunder, at its election, include this Warrant as well as notify the Warrant Shares issuable upon exercise of this Warrant indemnifying party in any registration statement filed pursuant to this Section 8writing thereof; provided, however, that any failure to give such notice will not waive any rights of the indemnified party except to the extent the rights of the indemnified party are materially prejudiced. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the event extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 7.3 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that both (i) this Warrant shall be included if the indemnifying party has failed to assume the defense and employ counsel or (ii) if the defendants in any such registration statement action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it that are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (iid) If the indemnification provided for in this Warrant Section 7.3 is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, expenses, damages or liabilities or actions in respect thereof, then each indemnifying party shall in lieu of indemnifying such indemnified party contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, expenses, damages, liabilities or actions in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and the Holder, on the other, in connection with the statements or omissions which resulted in such losses, claims, expenses, damages, liabilities or actions as well as any other relevant equitable considerations, including the failure to give any required notice. The relative fault shall be transferred at determined by reference to, among other things, whether the untrue or alleged untrue statement of a time subsequent material fact or the omission or alleged omission to state a material fact relates to information supplied by the effective date Company or any affiliate thereof, on the one hand, or the Holder or any affiliate thereof, on the other, and the parties' relative intent, knowledge, access to information and opportunity to correct or present such statement or omission. The Company and the Holder agree that it would not be just and equitable if contribution pursuant to this Section 7.3(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7.3(d). The amount paid or payable by an indemnified party as a result of the losses, claims, expenses, damages, liabilities or actions in respect thereof referred to above in this Section 7.3(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning. of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such registration statement at which time fraudulent misrepresentation. The Holder's liability shall in no event exceed the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected gross proceeds received by the transfer Holder in connection with the sale of this Warrant. Nothing in this the Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the WarrantsShares.

Registration Under the Securities Act of 1933. (a1) For In the four year period commencing event that at any time after January 19___________, 1996 2001, and on or before the third anniversary of such date, the Company files a registration statement or an offering statement under Regulation A under the Securities Act of 1933, as amended (subject "Act"), which relates to Section 8(fa current offering of securities of the Company (except a registration statement filed for a purpose which would render inappropriate the covenants of the Company contained in this subsection (1) of a registration statement on Form S-8 or Form S-4 or any other such form)), such registration statement and the prospectus included therein or such offering statement, as the case may be, shall also, at the written request to the Company of Holder, relate to, and meet the requirements of the Act with respect to, any public offering of the Warrants and/or the Warrant Stock so as to permit the public sale thereof in compliance with the Act, provided Holder holds Warrant Stock. As long as there are shares of Warrant Stock outstanding and/or shares of Warrant Stock which may be acquired upon exercise of outstanding Warrants, the Company shall advise give written notice to the Holder of Warrants its intention to file a registration statement or offering statement under Regulation A under the Warrant Shares or any then holder Act relating to a current offering of the Warrants aforesaid securities of the Company, forty-five (45) or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) more days prior to the filing of any such registration statement or offering statement, and the written request provided for in the first sentence of this subsection shall be made by the Holder fifteen (15) or more days prior to the date specified in such notice as the date on which the Company intends to file such registration statement or offering statement. Neither the delivery of such notice by the Company nor of such request by the Holder shall in any way obligate the Company to file such registration statement or offering statement, and, notwithstanding the filing thereof the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which it relates, without liability to the Holder, except that the Company shall pay such expenses as are contemplated to be paid by it under subsection (4) of this Section (k). Any right of Holder to request registration or qualification pursuant to this subsection (1) will expire three (3) years after _____________, 2001. The Company shall file a registration statement if all of the shares of Warrant Stock which have been requested to be registered cannot be sold under Regulation A because of the limited exemption provided thereby. (2) At any time after _____________, 2001, and on or before the third anniversary of such date, the Holder may make one (1) demand for registration under the Act (other than of any Warrant Stock, provided, however, a demand shall only be counted as a demand if it leads to a registration statement on Form X-0that become effective under the Act. If an offering pursuant to a demand involves an underwritten offering, Xxxx X-0 the Holder shall be entitled to select legal counsel to represent it and an investment banker to administer the offering. (3) In each instance to which subsections (1) or subsequent similar forms(2) covering securities of this Section (k) apply, the Company shall take any and will upon the request of any such holder, include in any such registration statement such information as may be all action required or necessary to permit a public offering or sale or other distribution of the Warrants and/or Warrant Shares; provided, however, that if the registration statement relates Stock (collectively for this subsection (3) referred to a public offering by the Company of its securities as "Warrant Stock") and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii). (b) The following provisions shall also be applicable: (i) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii) The Company shall indemnify and hold harmless each such holder and each underwriterunderwriter and each person, if any, who controls such underwriter within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other HolderStock, from and against any and all losses, claims, damages damages, and liabilities caused (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing, defending, or settling any claim) upon substantially the same terms and conditions as are set forth in that certain Underwriting Agreement dated _________________, 2001, by any untrue statement and between the Company and Xxxxxx Xxxxxxx Capital Markets and relating to a public offering of a material fact contained minimum of 22,500,000 shares of Common Stock pursuant to a Registration Statement on Form SB-2 (registration no. 333-50728). (4) The Company shall comply with the requirements of subsection (1) of this Section (k) (including the related requirements of subsection (5) of this Section (k)) at its own expense, excluding the expenses related to the last sentence of such subsection (1) and underwriting commissions and transfer taxes, if any, attributable to the Warrant Stock. The Company's obligations under said subsections (1), (2), (3), and (4) shall be conditioned, as to each such public offering, upon a timely receipt by the Company in writing of: (A) Information as to the terms of such public offering furnished by or on behalf of each holder intending to make a public distribution of his or its Warrants or Warrant Stock; and (B) Such other information as the Company may reasonably require from such holders, or any underwriter for any of them, for inclusion in such registration statement or any prospectus required to be filed Notification or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) post-effective amendment. The Company's agreements with respect to the Warrants or and/or Warrant Shares Stock in this Section 8 shall (k) will continue in effect regardless of the exercise and or surrender of this Warrant. (d5) Notwithstanding any contrary provisions Any notice or certificates by the Company to the Holder, and by the Holder to the Company, shall be deemed delivered if in writing and delivered personally or sent by certified mail: if to the Holder, addressed to it in care of this Section 8 the holder of this Warrant mayXxxxxx Xxxxxxx Capital Markets, at its election____________________________________, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if the Holder has designated, by notice in writing to the Company, any other address, to such thirtieth (30th) day shall be a day on which banking institutions in other address: and if to the State of New York are authorized Company, addressed to it, at ________________________________________________________. The Company may change its address by law written notice to closeXxxxxx Xxxxxxx Capital Markets, then on and Xxxxxx Xxxxxxx Capital Markets may change its address by written notice to the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the WarrantsCompany.

Registration Under the Securities Act of 1933. (a) For During the four year period commencing after January 19, 1996 (subject to Section 8(f))"Registration Period," as defined below, the Company shall advise the Holder of Warrants or the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") Warrantholder by written notice at least thirty ten (3010) days prior to the filing of any registration statement under the Act (other than a registration statement on Form X-0, Xxxx X-0 S-8 or subsequent similar Form S-4 or any successor to such forms) under the Securities Act of 1933 (the "Act") covering securities of the Company and will will, upon the request of any such holderthe Warrantholder given within ten (10) days of the Company's notice, include in any such registration statement such information as may be required to permit the Warrantholder to conduct a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectusesprospectuses and other documents as the Warrantholder may reasonably request in order to facilitate the public sale or other disposition of the Warrant Shares, use its reasonable best efforts to qualify the Warrants and the Warrant Shares for sale in such states as the Warrantholder shall reasonably designate, and do any and all other acts and things that may be reasonably necessary or desirable to enable the Warrantholder to consummate the public sale or other disposition of the Warrant Shares. The Company shall use its commercially reasonable best efforts to keep such holder registration statement effective for up to 180 days, or such shorter period as is reasonably designates required to enable the Warrantholder to dispose of all Warrant Shares covered by such registration statement. The Company's obligations to include the Warrant Shares in a public offering under this Section 9(a) shall be subject to the provisions of Sections 9(c), 9(d), and furnish indemnification in 9(e)(ii), below. For purposes of this Section 9, the manner as set forth in Section 8(b)(ii). Such holders term "Registration Period" shall furnish information commence on February 22, 1999 and provide indemnification as set forth in Section 8(b)(ii)shall terminate on the earlier to occur of (i) the date when all outstanding Warrant Shares issued upon exercise of this Warrant have been distributed to the public pursuant to an effective registration statement or (ii) the date on which all outstanding Warrant Shares issued upon exercise of this Warrant may be sold pursuant to Rule 144(k) under the Act. (b) The following provisions shall also be applicable: (i) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of 9(a) notwithstanding that Warrant Shares subject to this WarrantWarrant may be included in any such registration. Any holder person whose Warrant Shares are included in any such registration statement pursuant to this Section 8 9 shall, however, bear the fees of his his, her, or its own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him him, her, or it pursuant thereto. (iic) The In the event the offering in which Warrant Shares are to be included pursuant to Section 9(a) is to be underwritten, the Company shall indemnify and hold harmless each such holder and each underwriter, within furnish the meaning Holders with a written statement of the Actmanaging or principal underwriter as to the Maximum Includable Securities (as defined in Section 9(c)(iii), who may purchase from or sell for any such holder any Warrants and/or below) as soon as practicable after the Warrantholder's request to have Warrant Shares from and against any and any losses, claims, damages and liabilities caused by any untrue statement of a material fact contained included in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934offering, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required provided for in Section 9(a). If the total number of securities proposed to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall is in excess of the Maximum Includable Securities, the number of securities to be transferred at a time subsequent to included within the effective date coverage of such registration statement at which time shall be reduced to the registration statement is current, then this Warrant Maximum Includable Securities as follows: (i) no reduction shall cease be made in the number of shares of capital stock or other securities to be exercisable after 5:00 P. M., New York City time on registered for the thirtieth (30th) day after account of the date Company or for the account of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in any of the State of New York are authorized by law to close, then on Company's securityholders that have the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner right to require the Company to take steps initiate the registration of such securities; and (ii) the number of Warrant Shares and other securities that may be included in the registration, if any, shall be allocated among the Warrantholder and holders of other securities (the "Other Holders") requesting inclusion on a pro rata basis, with the number of each type or class of securities of the Warrantholder and each Other Holder thereof included in the registration to create be that number determined by multiplying (A) the total number of such type or provide for a public market class of security included in the Maximum Includable Securities less (B) the number of such type or class of security to be registered for the Warrantsaccount of the Company or other securityholders that have the right to require the Company to initiate the registration, by a fraction, the numerator of which will be the total number of such type or class of security that such Warrantholder or Other Holder owns, and the denominator of which will be the total number of such type or class of security owned by the Warrantholder and all Other Holders that have requested inclusion of such type or class of security in the registration.

Registration Under the Securities Act of 1933. A. The corporation agrees and undertakes, during the five (a5) For the four year period commencing after January 19on the Exercise Commencement Date and ending on the Expiration Time, 1996 that if the Corporation shall seek to register an offering of its securities, each holder of this Warrant shall be notified and shall be entitled to elect to have included in such proposed registration, without cost or expense, any or all of the Shares Underlying the Warrants (subject to Section 8(f"Underlying Shares") (the "Piggy-Back Rights")). In the event of such a proposed registration, the Company Corporation shall advise furnish the Holder of Warrants or the Warrant Shares or any then holder holders of the Warrants or Warrant the Underlying Shares (such persons being collectively referred to herein as "holders") by written notice at least with no less than thirty (30) days written notice prior to the proposed filing of any registration statement under the Act (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms) covering securities of the Company and will upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company Such notice shall keep continue to be given by the Corporation to such warrant holders for each proposed registration statement current for a period by the Corporation until such time as all of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the Warrant Underlying Shares for sale in such states as any such holder reasonably designates and furnish indemnification in the manner as set forth in Section 8(b)(ii)have been registered. Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii)exercise these Piggy-Back Rights by giving written notice within twenty (20) days of the receipt of the Corporation's notice of intention to file a registration statement. B. If the managing Underwriter gives the Corporation and the holders of Warrants, or the Underlying Shares which are being registered (b"Registrable Securities") The following provisions shall also a written opinion that the number of Registrable Securities requested to be applicable: (i) The Company shall bear included exceeds the entire cost and expense of any registration number of securities initiated by it under Section 8 that can be sold on terms reasonably acceptable to the Corporation, the Company will include in the registration only the number of this WarrantRegistrable Securities that the underwriters believe can be sold on such terms. Any holder whose Warrant Shares are The Registrable Securities included in any such the registration statement pursuant shall be allocated pro rata among the holders of Registrable Securities on the basis of the total number of Registrable Securities requested to this Section 8 shall, however, bear be included in the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant theretoregistration. (ii) C. The Company shall Corporation agrees to defend, indemnify and hold the Holder, its officers, directors, partners, employees, agents, legal representatives, successors and assigns (collectively the "Holder Group") harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and all loss, liability, charge, claim, damage, cost and expense whatsoever, including, without limitation, reasonable attorneys' fees (collectively "Claims"), incurred or sustained by the Holder Group, or any lossesof them, claims, damages and liabilities caused by in connection with (i) any untrue statement of a material fact contained (a) in the Registration Statement or any post-effective amendment thereto or any registration statement under statement, preliminary prospectus or final prospectus and each amendment and supplement thereto (including all Exhibits) relating to the Act registration or any prospectus included therein required to be filed or furnished by reason sale of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter Warrant or any of them may become subject under the Act, the Securities Exchange Act Shares of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares Common Stock issuable upon exercise of this Warrant Warrant, or (b) in any registration application, document or other communication executed by or on behalf of the Corporation in order to register or qualify this Warrant or any of the Shares of Common Stock issuable upon the exercise of this Warrant under any state's blue sky laws, PROVIDED, HOWEVER, that the foregoing indemnity shall not apply to any such statement filed made by the Company in reliance upon information provided to the Company be in writing by any member of the Holder Group, or (ii) any breach of any representation, warranty, covenant or agreement of the Corporation contained in this Warrant. D. If any indemnity is sought against the Corporation pursuant to this Section 8; providedArticle III, howeverthe indemnified party or parties shall promptly notify the Corporation in writing of the assertion of such Claim, that and promptly furnish the Corporation with all relevant information and copies of all pertinent documents relating to the Claim in the event that both (i) this Warrant indemnified party's possession or control. The failure of the indemnified party to give notice of the claim will not affect the indemnified party's right to indemnification hereunder, except if, and only to the extent that, the Corporation's defense of such Claim is actually prejudiced by reason of such failure to give such timely notice. The Corporation will undertake and continuously defend such Claim with counsel of reputable standing, and the indemnified party may participate in such defense by counsel of its own choosing and its own expense. The Corporation may effect settlement of a Claim on such terms and conditions as it shall determine, provided that, at such time the Corporation acknowledges and reaffirms to the indemnified party its financial responsibility for the Claim and the settlement thereof. If the indemnified party shall be included required to pay any amount with respect to said Claim, such amount shall be paid by the Corporation to the indemnified party upon the indemnified party giving the Corporation a written request therefor. If the Corporation does not timely undertake or continuously defend any such Claim, then the indemnified party will have the right to employ separate counsel in any such registration statement action and (ii) this Warrant shall be transferred at a time subsequent to participate in the effective date defense thereof, and the fees and expense of such registration statement at which time counsel as well as all other fees and expenses incurred by the registration statement is currentindemnified party in connection with such defense will be the Corporation's obligation and responsibility. Furthermore, the indemnified party will then this Warrant shall cease have the right to be exercisable after 5:00 P. M.defend or dispose of the Claim in such manner as it deems advisable, New York City time on and for the thirtieth (30th) day after the date of such transfer orpurposes hereof, as if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected defense or disposition had been undertaken by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the WarrantsCorporation.

Registration Under the Securities Act of 1933. (a) For In the four year period commencing after January 19event the Company files a registration statement with the Securities and Exchange Commission registering shares of Common Stock which is appropriate for the inclusion therein of the shares purchasable upon exercising this Warrant, 1996 such registration statement or other filing (subject collectively a “Registration Statement”) shall include the shares of common stock issuable upon the exercise of the Warrant. The Holder agrees that the shares of Common Stock referred to in this Section 8(f5(a)), which are to be included in the Registration Statement, shall not be sold by Holder until all of the shares of Common Stock of the Company included in the Registration Statement have been sold by the Company. Thereafter, the Holder may sell shares of Common Stock from time to time in the manner described in the Registration Statement. Upon the closing of the offering, the Company shall advise agrees to keep the Holder of Warrants or the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days prior to the filing of any registration statement under the Act (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar forms) covering securities of the Company Registration Statement current and will upon the request of any such holder, include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of effective until one hundred eighty (180) days year from the effective date of the Registration Statement or such registration statementlonger period as the Company is otherwise keeping the Registration Statement current and effective. The Company shall keep have the right to postpone or withdraw any registration effected pursuant to this section without obligation to the Holder of this Warrant and the obligation to give such registration statement current notice and to use all reasonable efforts shall not apply to any proposal of the Company to register any of its Units under the Act: (i) on Form S-8 (or any successor form), (ii) in connection with any stock option, stock purchase or other benefit plan, or (iii) for a period the purpose of up offering such shares of Common Stock to nine (9) months from another business entity or the conclusion shareholders of such one hundred eighty entity in connection with the acquisition of assets or shares of capital stock, respectively, of such entity. (180b) day period; providedAll fees, howeverdisbursements and out-of-pocket expenses in connection with any filing under this Section 5(b), that the Company preparation and printing of the Registration Statement and in complying with applicable state securities and blue sky laws shall not be required to keep borne by the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statementsCompany. The Company shall supply prospectuses, will use its best efforts to qualify the shares underlying the Warrants and the Warrant Shares for sale in such states as the Holder may reasonably request; provided that the Company shall not, as a result thereof, be required to qualify to do business in any such holder state. The Company, at its expense, will supply the Holder with copies of the Registration Statement and prospectus included therein and other related documents in such quantities as the Holder may reasonably designates request. Any broker’s commission or underwriting discount incurred by the Holder in selling any shares and furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders fees and expenses of any attorneys or accountants retained by the Holder shall furnish information and provide indemnification as set forth in Section 8(b)(ii)be paid by the Holder. (b) The following provisions shall also be applicable: (i) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (iic) The Company shall indemnify and hold harmless each such holder the Holder or any Holder of the Warrants or shares underlying the Warrants which are being sold pursuant to the Registration Statement (a “Holder”) and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for such Holder any such holder any Warrants and/or Warrant Shares shares from and against any and any all losses, claims, damages and liabilities (including fees and expenses of counsel, which counsel shall, if such Holder requests, be separate from counsel for the Company, provided that the Company shall not be required to pay the fees and expenses of more than one law firm in any jurisdiction, which firm shall be approved by the Holder if the Holder is an indemnified party) caused by any untrue statement of or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 5(c) or any application or other filing under any state securities law caused by any omission or alleged omissions to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder Holder or any such underwriter or any of them may become subject under the Securities Act, as amended, the Securities Exchange Act of 1934, as amendedamended (the “Securities Act”), or other Federal or state statutory law or regulationregulations, at common law or otherwise, except insofar as such losses, claims, damages damages, or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the Company by any such holder Holder or underwriter expressly for the use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such the Securities Act; provided, however, that any such holder Holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such the Act and each other Holder, from and against any and all losses, claims, damages damages, and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 5(c) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or alleged untrue statement or omission is based upon information furnished in writing to the Company by any such holder Holder or underwriter expressly for use therein. In no event shall the indemnity from any Holder exceed the difference between the consideration received from the sale of shares of Common Stock pursuant to the Registration Statement and the exercise price of the Warrant. (cd) Neither the giving of any notice by any Holder nor the making of any request for prospectuses shall impose any liability upon any Holder making such request or any obligation to sell any shares or exercise any Warrant. (e) The Company's ’s agreements with respect to Warrants the Warrant or the shares underlying the Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender or transfer of this the Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.

Registration Under the Securities Act of 1933. (a) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the The Company shall advise the Holder of Warrants this Option or of the Warrant Option Shares or any then holder of the Warrants Options or Warrant Option Shares (such persons being collectively referred to herein as "holdersHolders") by written notice at least thirty (30) days prior to the filing of any post-effective amendment to the Company's Registration Statement No. 000-_____ on Form S-2 ("Registration Statement"), declared effective by the Securities and Exchange Commission on ____________, 2000 or of any new registration statement or post-effective amendment thereto under the Securities Act of 1933 (other than a registration statement on Form X-0, Xxxx X-0 or subsequent similar formsthe "Act") covering securities of the Company and will for a period of six years, commencing one year from the effective date of the Registration Statement, upon the request of any such holderHolder, include in any such post-effective amendment or registration statement such information as may be required to permit a public offering of the Warrant this Option and/or the Option Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectusesprospectuses and other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of this Option and/or the Option Shares, qualify this Option and/or the Warrants and the Warrant Option Shares for sale in such states as any such holder reasonably Holder designates and do any and all other acts and things which may be necessary or desirable to enable such Holders to consummate the public sale or other disposition of this Option and/or the Option Shares, and furnish indemnification in the manner as set forth in Section 8(b)(ii10(c)(iii). Such holders Holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii10(c)(iv), except that the maximum amount which may be recovered from the Holder shall be limited to the amount of net proceeds received by the Holder from the sale of this Option and/or the Option Shares. (b) If any majority holder (as defined in Section 10(d) below) shall give notice to the Company at any time during the four-year period commencing one year from the effective date of the Registration Statement to the effect that such holder contemplates (i) the transfer of this Option and/or all or any part of his, her, or its Option Shares, or (ii) the exercise and/or conversion of all or any part of his, her, or its Options and the transfer of this Option and/or all or any part of the Option Shares under such circumstances that a public offering (within the meaning of the Act) of this Option and/or Option Shares will be involved, and desires to register under the Act this Option and/or the Option Shares, then the Company shall, within thirty (30) days after receipt of such notice, file a post-effective amendment to the Registration Statement or a new registration statement on Form X-0, X-0 or such other form as the holder requests, pursuant to the Act, to the end that this Option and/or the Option Shares may be sold under the Act as promptly as practicable thereafter and the Company will use its best efforts to cause such registration to become effective and continue to be effective (current) (including the taking of such steps as are necessary to obtain the removal of any stop order) until the holder has advised the Company that this Option and/or all of the Option Shares have been sold; provided that such Holders shall furnish the Company with appropriate information (relating to the intentions of such Holders) in connection therewith as the Company shall reasonably request in writing. Subject to applicable state law, in the event the registration statement is not declared effective under the Act within 150 days after the majority holder first gives notice to the Company of his, her, or its desire to register this Option and/or Option Shares under the Act, then at the Holders' request, the Company shall purchase the Options from the Holders for a per share price equal to the fair market value of the Common Stock less the per share Exercise Price. The Holder may, at its option, request the registration of this Option and/or the Option Shares in a registration statement made by the Company as contemplated by Section 10(a) or in connection with a request made pursuant to this Section 10(b) prior to the acquisition of the Option Shares upon exercise of the Options and even though the Holder has not given notice of exercise of the Options. If the Company determines to include securities to be sold by it in any registration statement originally requested pursuant to this Section 10(b), such registration shall instead be deemed to have been a registration under Section 10(a) and not under this Section 10(b). The Holder may thereafter at its option, exercise the Options at any time or from time to time subsequent to the effectiveness under the Act of the registration statement in which the Option Shares were included. (c) The following provisions provision of this Section 10 shall also be applicable: (i) Within ten days after receiving any such notice pursuant to Section 10(b), the Company shall give notice to the other Holders of Options and Option Shares, advising that the Company is proceeding with such post-effective amendment or registration statement and offering to include therein Option Shares of such other Holders, provided that they shall furnish the Company with such appropriate information (relating to the intentions of such Holders) in connection therewith as the Company shall reasonably request in writing. Following the effective date of such post-effective amendment or registration, the Company shall upon the request of any owner of Options and/or Option Shares forthwith supply such a number of prospectuses meeting the requirements of the Act, as shall be requested by such owner to permit such Holder to make a public offering of all Options and/or Option Shares from time to time offered or sold to such Holder, provided that such Holder shall from time to time furnish the Company with such appropriate information (relating to the intentions of such Holder) in connection therewith as the Company shall request in writing. The Company shall also use its best efforts to qualify the Option Shares for sale in such states as such majority Holder shall designate. (ii) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 10(a) notwithstanding that Options and/or Option Shares subject to this Option may be included in any such registration. The Company shall also comply with one request for registration made by the majority holder pursuant to Section 10(b) at its own expense and without charge to any Holder of this Warrantany Options and/or Option Shares; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 10(b) if the registration request is subsequently withdrawn at the request of the majority holder, in which case the Holders participating in such offering and favoring such withdrawal shall bear such expenses; provided further, however, that if such registration request has been withdrawn by virtue of a material adverse change in the condition, business, or prospects of the Company from that known to the majority holder at the time of its request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 10(b). The Company shall comply with one additional request made by the majority holder pursuant to Section 10(b) (and not deemed to be pursuant to Section 10(a)) at the sole expense of such majority holder. Any holder Holder whose Warrant Options and/or Option Shares are included in any such registration statement pursuant to this Section 8 10 shall, however, bear the fees of his his, her, or its own counsel and accountants and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrant Options and/or Option Shares sold by him him, her, or it pursuant thereto. (iiiii) The Company shall indemnify and hold harmless each such holder Holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder Holder any Warrants Options and/or Warrant Option Shares from and against any and any all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 10 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission is or alleged omission based upon information furnished or required to be furnished in writing to the Company by any such holder Holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants , which indemnification shall include each person, if any, who controls any such Holder or Warrant Shares in this Section 8 shall continue in effect regardless underwriter within the meaning of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; such Act provided, however, that in the event that both (i) this Warrant shall Company will not be included liable in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent case to the effective date extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus, said final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished by such registration statement at which time the registration statement is currentHolder or any other Holder, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions specifically for use in the State preparation thereof. (iv) Each Holder severally, but not jointly, shall indemnify and hold harmless the Company and each person who controls the Company, within the meaning of New York are authorized the Act, from and against any and all losses, claims, damages and liabilities caused by law to close, then on any untrue statement or alleged untrue statement of a material fact contained in the next succeeding day which shall not be such a day. In the event that Registration Statement or any post-effective amendment thereto or any registration statement referred under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 10 or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided, however, that each Holder will be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus, said final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished by such Holder specifically for use in the preceding sentence preparation thereof. In no event, however, shall cease the liability of any Holder for indemnification under this Section 10 exceed the net proceeds received by such holder from the sale of such Holder's Options and/or Option Shares. (v) Neither the giving of any notice by any such majority holder nor the making of any request for prospectuses shall impose upon such majority holder making such request any obligation to be current during the thirty (30) day period referred to abovesell any Options and/or Option Shares, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in or exercise any manner to require the Company to take steps to create or provide for a public market for the WarrantsOptions.

Registration Under the Securities Act of 1933. (a) For If before the four year period commencing after January 19earlier of December 11, 1996 2003 and the date on which 85% or more of the aggregate of the 500,000 shares of Common Stock purchased under the Subscription Agreement and the 3,500,000 shares of Common Stock purchasable under the Warrant (subject together with the 500,000 shares of Common Stock purchased under the Subscription Agreement, the Registrable Shares) may be sold without regard to Section 8(f)the volume limitations in Rule 144(e) under the Securities Act of 1933, as amended (the Securities Act), or any successor provision, the Holder requests that the Company shall advise the Holder of Warrants or the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days prior to the filing of any file a registration statement under the Securities Act covering the public offer and sale of the Registrable Shares, the Company will (i) promptly notify all the holders of Registrable Shares that such registration statement will be filed and that all Registrable Shares will be included in the registration statement at each such holder's request if such request is received within 30 days of the notice to the holder, (ii) cause such registration statement to cover all Registrable Shares which it has been so requested to include, (iii) use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable, and (iv) take all other action necessary under any federal or state law or regulation of any governmental authority to permit all Registrable Shares that it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will maintain compliance with each such federal and state law and regulation for 180 days or for the period necessary for the requesting holders to effect their proposed sales or other dispositions, whichever is shorter. The Company shall be required to effect a registration pursuant to this Subsection 1(a) with respect to the Registrable Shares on one occasion only. (b) If at any time the Holder or any holder of Registrable Shares agrees to bear the out-of-pocket costs to the Company solely attributable to the registration of Registrable Shares of the Holder or holder, such Holder or holders shall notify the company and the Company will (i) promptly prepare and file a registration statement under the Securities Act and include therein all Registrable Shares requested by the Holder or holder to be so included, (ii) use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable, (iii) take all other action necessary under any federal or state law or regulation of any governmental authority to permit all Registrable Shares included in the registration statement to be sold or otherwise disposed of, and (iv) maintain compliance with each such federal and state law and regulation for the period necessary for the Holder or holder to effect its proposed sale or other disposition. (c) The Company shall not be obligated, however, to take any actions pursuant to Subsection 1(a) or Subsection 1(b): (i) In any particular jurisdiction (A) in which the Company would be required to execute a general consent to service of process in effecting registration, qualification, or compliance unless the Company is already subject to general service in such jurisdiction and except as may be required by the Securities Act or (B) which refuses to qualify the shares of the Common Stock after the Company has duly applied for such qualification and has taken all commercially reasonable steps necessa effect such qualification. (ii) During the period starting with the date 60 days before the Company's estimated date of filing of, and ending on the date 90 days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration on Form S-4 or S-8 or successor forms) if the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective and the Company's estimate of the date of filing the registration statement is made in good faith. (iii) If the Company furnishes to the requesting Holder or holders or their representative a certificate signed by its President stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to take any actions pursuant to Subsection 1(a) or Subsection 1(b) shall be deferred for a period not to exceed 90 days from the date of receipt of the written request from the Holder or holders. (iv) If the Company determines that compliance with the request for registration will not permit the use of regular audited year-end financial statements with supplemental short period financial statements. In such a case, however, the Company may only postpone a registration under Subsection 1(a) or Subsection 1(b) for the period of time, not exceeding 90 days, that will permit their use, unless the Holder or holders proposing to distribute shares agree to bear the costs of any special audits. (d) Notwithstanding anything herein to the contrary, if the holders proposing to distribute their Registrable Shares desire a registration requested pursuant to Subsection 1(a) or 1(b) to involve an underwriting, such holders shall so advise the Company as part of the notice given pursuant to Subsection 1(a) or 1(b) and shall have the right to select the underwriter or underwriters, which choice shall be subject to the approval by the Company. (e) The Company shall (together with all holders proposing to distribute their Registrable Shares through such underwriting) enter into an underwriting agreement in customary form with any managing underwriter selected for such underwriting pursuant to Subsection 1(d). Notwithstanding any other provision of this Section 1, if the managing underwriter advises the holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company will so advise all holders of Registrable Shares and the number of Registrable Shares that may be included in the registration and underwriting will be allocated among all holders thereof in proportion as nearly as practicable to the respective amounts of Registrable Shares requested to be included by such holders at the time of filing the registration statement. No Registrable Shares excluded from the underwriting by reason of the underwriter's marketing limitation are required to be included in such registration, and the Registrable Shares so excluded will no longer be entitled to be registered on demand of the holders thereof under the terms of Subsection 1(a). To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any holder to the nearest 100 shares. If any holder of Registrable Shares disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company. (f) If at any time and from time to time within two years after the last purchase of Registrable Shares under the Warrant, the Board of Directors of the Company authorizes the filing of a registration statement under the Securities Act (otherwise than under Subsection 1(a) or Subsection 1(b) hereof and other than a registration statement on Form X-0S-4 or Form S-8 or other form that may not be used by the holders to distribute their Registrable Shares) in connection with the proposed offer of any of its equity securities by it or any of its security holders, Xxxx X-0 or subsequent similar forms) covering securities of the Company will (i) promptly notify the Holder of this Warrant and will upon the request each holder of any such holder, include in any Registrable Shares that such registration statement will be filed and that Registrable Shares will, at such information holder's request within 20 days of the giving of notice to the holder, be included in such registration statement, (ii) include in the securities covered by such registration statement all Registrable Shares that it has been so requested to include, (iii) use its commercially reasonable efforts to cause such registration statement to become effective as may soon as practicable, and (iv) take all other action necessary under any federal or state law or regulation of any governmental authority to permit all Registrable Shares that it has been requested to include in such registration statement to be sold or otherwise disposed of, and will maintain compliance with each such federal and state law and regulation for the period necessary for such holders to effect the proposed sale or other disposition, but shall not be required to permit maintain such compliance for longer than 90 days. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders. In such event, the right of any holder to registration shall be conditioned upon such holder's participation in such underwriting and the Warrant Shares; providedinclusion of such holder's Registrable Shares in the underwriting to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision herein, however, that if the registration statement relates to managing underwriter determines that marketing factors require a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) limitation of the number of shares to be underwritten, the managing underwriter may limit such Registrable Shares to be included in such registration, it being offered understood that the shares proposed to be sold by the Company and the holder will further agree such security holders in such underwriting shall be given priority and shall not be subject to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date of such registration statementlimitation applicable to Registrable Shares. The Company shall keep so advise all holders of Registrable Shares proposing to distribute securities through such underwriting, and the number of Registrable Shares that may be included in the registration statement current for a period and underwriting shall be allocated among all such holders in proportion, as nearly as practicable, to the respective amount of up to nine Registrable Shares proposed be distributed by each such holder. (9g) months from the conclusion of such one hundred eighty (180) day period; provided, however, that Whenever the Company shall not be is required pursuant to the provisions of this Section 1 to include shares in a registration statement, the Company is required to keep (i) furnish each holder of Registrable Shares included in the registration statement effective beyond and each underwriter with such copies of the date after prospectus, including any preliminary prospectus, conforming to the Securities Act (and such other documents as each such holder or each such underwriter may reasonably request) in order to facilitate the sale or distribution of the shares, (ii) use its best efforts to register or qualify such Registrable Shares under the law (to the extent applicable) of such jurisdictions as such holders and each underwriter of shares being sold by such holders shall reasonably request, and (iii) take such other actions as may be reasonably necessary or advisable to enable such holders and such underwriters to consummate the sale or distribution in such jurisdictions in which such holders shall have reasonably requested that the registration statement must shares be amended to include updated audited financial statements. sold. (h) The Company shall supply prospectusespay all expenses incurred in connection with any registration or other action pursuant to the provisions of Subsection 1(a) or Subsection 1(f), qualify other than (i) underwriting discounts and applicable transfer taxes relating to the Warrants Registrable Shares and (ii) fees and expenses of counsel, accountants, advisers, and other persons separately retained by the Warrant holders of Registrable Shares for sale in such states as any such holder reasonably designates and furnish indemnification included in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii)registration statement. (b) The following provisions shall also be applicable: (i) The Company shall bear will agree to indemnify the entire cost and expense holders of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Registrable Shares that are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii) The Company shall indemnify and hold harmless each such holder and each underwriter, within the meaning of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided1 and such holders will agree to indemnify the Company and any underwriters, howeverto the extent customary. (j) The Holder shall have no right to take any action to restrain, enjoin, or otherwise delay any registration as a result of any controversy that in might arise with respect to the event that both interpretation or implementation of this Section 1. (ik) this Warrant shall be The holders of Registrable Shares included in any registration shall, as a condition precedent to the Company's obligation to register such registration statement securities, furnish to the Company such information regarding themselves, the shares of Common Stock held by them, and (ii) this Warrant the distribution proposed by such holders as the Company may reasonably request in writing and as shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is currentrequired in connection with any registration, then this Warrant shall cease to be exercisable after 5:00 P. M.qualification, New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement or compliance referred to in this Agreement. At the preceding sentence request of the Company, each holder who is including any Registrable Shares in the registration shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected deposit in escrow with an escrow agent chosen by the transfer Company those Registrable Shares that such Holder proposes to sell, accompanied by an irrevocable power of this Warrant. Nothing in this Warrant shall be construed in any manner attorney authorizing the escrow agent to, without limitation, sell such Registrable Shares to require the Company to take steps to create or provide for a public market for underwriter upon the Warrantseffectiveness of the registration statement.

Registration Under the Securities Act of 1933. (a) For In the four year period commencing after January 19, 1996 (subject to Section 8(f)), event that the Company shall advise the Holder of Warrants or proposes at any time when the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred is outstanding to herein as "holders") by written notice at least thirty (30) days prior to the filing of any file a registration statement under the Act (other than including for the purpose of this Section 11 a registration statement on Form X-0Notification under Regulation A under the Act and the Offering Circular included therein) relating to Common Stock issued or to be issued by the Company, Xxxx X-0 or subsequent similar forms) covering securities of the Company shall give written notice of such proposal to the Holder and will upon the request record owner of any Warrant Stock. If, within 30 days after the giving of such holdernotice, include in the Holder or any such registration statement record owner shall request in writing that this Warrant or any Warrant Stock be included in such information as may be required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised)proposed registration, then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which Company shall, at its expense, also register such securities as shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities have been so included for a period of one hundred eighty (180) days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day periodrequested in writing; provided, however, that the Holder and such owners shall cooperate with the Company in the preparation of such registration statement to the extent required to furnish information concerning the Holder and such owners therein. The Company shall be obligated under this Section 11 to register the Warrant and any Warrant Stock one time, and with respect to the first registration statement filed by the Company that is declared effective. If the Company has not included the Shares in a registration statement filed under the Act by September 22, 2002, then the Company shall, at its expense, file a registration statement with respect to the Shares on that date. (b) In connection with the filing of a registration statement pursuant to Section 11(a) hereof, the Company shall: (i) notify the Holder and such owners as to the filing thereof and of all amendments thereto filed prior to the effective date; (ii) notify the Holder and such owners, promptly after it shall have received notice thereof, of the time when the registration statement becomes effective or any supplement to any prospectus forming a part of the registration statement has been filed; (iii) prepare and file without expense to such owners any necessary amendment or supplement to such registration statement or prospectus as may be necessary to comply with the Act or advisable in connection with the proposed distribution of the securities; (iv) take all reasonable steps to qualify the Warrant and the Warrant Stock being registered for sale under the securities or blue sky laws in such reasonable number of states as the Holder and such registered owners may designate in writing and to register or obtain the approval of any federal or state authority that may be required in connection with the proposed distribution, except, in each case, in jurisdictions in which the Company must either qualify to do business or file a general consent to service of process as a condition to the qualification of such securities; (v) notify the Holder and such owners of any stop order suspending the effectiveness of the registration statement and use reasonable efforts to remove such stop order; (vi) undertake to keep the registration statement and prospectus effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants for a period of not less than 90 days; and the Warrant Shares for sale in such states as any such holder reasonably designates and (vii) furnish indemnification in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii). (b) The following provisions shall also be applicable: (i) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such registration statement pursuant to this Section 8 shall, however, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii) The Company shall indemnify Holder and hold harmless each such holder and each underwriterowners as soon as available, within the meaning copies of the Act, who may purchase from or sell for any such holder any Warrants and/or Warrant Shares from and against any and any losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or any registration statement under the Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 or any application or other filing under any state securities law caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to which such holder or any such underwriter or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulation, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished to the Company by any such holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Act; provided, however, that any such holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement, each person, if any, who controls the Company within the meaning of such Act and each other Holder, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon information furnished to the Company by any such holder or underwriter expressly for use therein. (c) The Company's agreements with respect to Warrants or Warrant Shares in this Section 8 shall continue in effect regardless of the exercise and surrender of this Warrant. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease each preliminary or final prospectus and any supplement or amendment required to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law prepared pursuant to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.this

Registration Under the Securities Act of 1933. (a) For the four year period commencing after January 19, 1996 (subject to Section 8(f)), the Company shall advise the Holder of Warrants or the Warrant Shares or any then holder of the Warrants or Warrant Shares (such persons being collectively referred to herein as "holders") by written notice at least thirty (30) days 4.1 MSI agrees that prior to the any filing by it of any a registration statement under the Act (other than a Securities Act, it will, at least 30 days prior to such filing, notify SHI of its intention to file such registration statement on Form X-0and, Xxxx X-0 or subsequent similar forms) covering securities of the Company and will upon the request of any such holderSHI, will include in any such registration the shares of Stock issued to SHI, if, in the opinion of counsel for MSI such registration statement such information as may be is required to permit a public offering of the Warrant Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the holder that the inclusion in the offering of securities being sold by the holder would adversely affect the ability of the Company to complete the public offering (and other selling stockholders, if any, are similarly advised), then the holder will agree to reduce the number of Warrant Shares to be registered to a number of shares which shall be not less than ten percent (10%) of the number of shares being offered by the Company and the holder will further agree not to make any sales of the securities so included for a period of one hundred eighty (180) days from the effective date sale of such registration statement. The Company shall keep such registration statement current for a period of up to nine (9) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Warrants and the Warrant Shares for sale in such states as any such holder reasonably designates and furnish indemnification Stock in the manner as set forth in Section 8(b)(ii). Such holders shall furnish information and provide indemnification as set forth in Section 8(b)(ii)contemplated by SHI. (b) The following provisions shall also be applicable: (i) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Section 8 of this Warrant. Any holder whose Warrant Shares are included in any such 4.2 Whenever pursuant to Paragraph 4.1 a registration statement pursuant relating to this Section 8 shallany Stock is filed under the Securities Act, howeveramended or supplemented, bear the fees of his own counsel and accountants and any transfer taxes or underwriting discounts or commissions applicable to the Warrant Shares sold by him pursuant thereto. (ii) The Company MSI shall indemnify and hold harmless each such holder SHI and each underwriterSHI's officers and directors (or SHI's assignees if SHI can assign registration rights) and underwriter for SHI, within the meaning of the Securities Act, who may purchase from or sell for SHI any such holder any Warrants and/or Warrant Shares shares of Stock from and against any and any all losses, claims, damages and liabilities joint or several caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement or any post-effective amendment or supplement thereto or any registration statement under the Securities Act or any prospectus included therein required to be filed or furnished by reason of this Section 8 Paragraph 4 or any application or other filing under any state securities law caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading to which such holder misleading, and MSI will reimburse SHI, each officer, director, underwriter (within the meaning of the Securities Act) or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such underwriter loss, claim, damage, liability or any of them may become subject under the Act, the Securities Exchange Act of 1934, as amended, or other Federal or state statutory law or regulationaction, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the Company MSI by any such holder SHI or underwriter for SHI expressly for use therein, which indemnification shall include each person, if any, who controls any such underwriter within the meaning of such Securities Act; provided, however, that any MSI shall not be obliged so to indemnify SHI or underwriter or controlling person unless SHI or such holder or underwriter shall at the same time indemnify the CompanyMSI, its directors, each officer signing the related registration statement, statement and each person, if any, who controls the Company MSI within the meaning of such Act and each other HolderSecurities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Section 8 Paragraph 4 or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or alleged untrue statement or omission is based upon information furnished in writing to the Company MSI by any such holder SHI or underwriter expressly for use therein. (c) The Company's agreements 4.3 MSI will assist SHI in its filing of a registration statement relating to the Stock with respect the Securities and Exchange Commission under the Securities Act if and when SHI informs MSI of its desire to Warrants transfer, sell or Warrant Shares in this Section 8 shall continue in effect regardless dispose of the exercise Stock, in part or in whole. Any such filing will be at SHI's sole cost and surrender of this Warrantexpense. (d) Notwithstanding any contrary provisions of this Section 8 the holder of this Warrant may, at its election, include this Warrant as well as the Warrant Shares issuable upon exercise of this Warrant in any registration statement filed pursuant to this Section 8; provided, however, that in the event that both (i) this Warrant shall be included in any such registration statement and (ii) this Warrant shall be transferred at a time subsequent to the effective date of such registration statement at which time the registration statement is current, then this Warrant shall cease to be exercisable after 5:00 P. M., New York City time on the thirtieth (30th) day after the date of such transfer or, if such thirtieth (30th) day shall be a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day. In the event that any registration statement referred to in the preceding sentence shall cease to be current during the thirty (30) day period referred to above, then, notwithstanding the preceding sentence, the exerciseability of this Warrant shall not be affected by the transfer of this Warrant. Nothing in this Warrant shall be construed in any manner to require the Company to take steps to create or provide for a public market for the Warrants.