Common use of Restrictions on Transferability; Restrictive Legend Clause in Contracts

Restrictions on Transferability; Restrictive Legend. The Holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legends in addition to such other restrictive legends as may be required by law: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the Holder, satisfactory to the Company and its counsel, that such registration is not required under the Act and any applicable state securities laws." Dated: ___________ GENETIC VECTORS, INC. By:________________________________ Title: Xxxx XxXxxx, Jr., Chief Executive Officer AGREED TO AND ACCEPTED: ________________________________ By:_____________________________ Name:________________________ Title:_______________________ Date:___________________________ EXHIBIT "A" ----------- FORM OF EXERCISE ---------------- (To be signed only on exercise of Warrant) TO: The undersigned, the Holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder _____ shares of Common Stock of ____________________, herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, whose address is: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ Dated:___________________. ________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ Print Name ________________________________ Street Address ________________________________ City, State and Zip Code ________________________________ Person's Social Security Number or Tax Identification Number EXHIBIT "B" ----------- FORM OF ASSIGNMENT ------------------ (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto ___________________ the right represented by the within Warrant to purchase shares of Common Stock of ___________________ to which the within Warrant relates, and appoints ___________________ as its attorney to transfer such right on the books of _________________ with full power of substitution in the premises. Dated:_________________. ________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ Print Name ________________________________ Street Address ________________________________ City, State and Zip Code ________________________________ Person's Social Security Number or Tax Identification Number Signed in the presence of:

Restrictions on Transferability; Restrictive Legend. The Holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legends in addition to such other restrictive legends as may be required by law: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ActACT"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the Holder, satisfactory to the Company and its counsel, that such registration is not required under the Act and any applicable state securities laws." Dated: ___________ March 7, 2000 GENETIC VECTORS, INC. By:________________________________ : ------------------------------------- Title: Xxxx XxXxxx, Jr., Chief Executive Officer ----------------------------------- AGREED TO AND ACCEPTED: ________________________________ XXXXXXXXX & COMPANY By:_____________________________ Name:________________________ Title:_______________________ : --------------------------- Its: -------------------------- Date:___________________________ : ------------------------- EXHIBIT "A" ----------- FORM OF EXERCISE ---------------- (To be signed only on exercise of WarrantTO BE SIGNED ONLY ON EXERCISE OF WARRANT) TO: The undersigned, the Holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder _____ shares of Common Stock of ____________________, herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, whose address is: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- Dated:: ___________________. ________________________________ ----------------------------------------- Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ ----------------------------------------- Print Name ________________________________ Street Address ________________________________ City----------------------------------------- Xxxxxx Xxxxxxx ----------------------------------------- Xxxx, State Xxxxx and Zip Code ________________________________ ----------------------------------------- Person's Social Security Number or Tax Identification Number EXHIBIT "B" ----------- FORM OF ASSIGNMENT ------------------ (To be signed only on transfer of WarrantTO BE SIGNED ONLY ON TRANSFER OF WARRANT) For value received, the undersigned hereby sells, assigns, and transfers unto ___________________ the right represented by the within Warrant to purchase shares of Common Stock of ___________________ to which the within Warrant relates, and appoints ___________________ as its attorney to transfer such right on the books of _________________ with full power of substitution in the premises. Dated:: _________________. ________________________________ ----------------------------------------- Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ ----------------------------------------- Print Name ________________________________ Street Address ________________________________ City----------------------------------------- Xxxxxx Xxxxxxx ----------------------------------------- Xxxx, State Xxxxx and Zip Code ________________________________ ----------------------------------------- Person's Social Security Number or Tax Identification Number Signed in the presence of:: -----------------------------

Restrictions on Transferability; Restrictive Legend. The Holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legends in addition to such other restrictive legends as may be required by law: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ActACT"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the Holder, satisfactory to the Company and its counselCompany, that such registration is not required under the Act and any applicable state securities laws." Dated: ___________ December 22, 1999 GENETIC VECTORS, INC. By:__________________________________ Title: Xxxx XxXxxx, Jr., Chief Executive Officer :______________________________ AGREED TO AND ACCEPTED: THE ORBITER FUND, LTD. By:________________________________ ByIts:_____________________________ Name:________________________ Title:_______________________ Date:______________________________ EXHIBIT "A" ----------- FORM OF EXERCISE ---------------- (To be signed only on exercise of WarrantTO BE SIGNED ONLY ON EXERCISE OF WARRANT) TO: The undersigned, the Holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder _____ shares of Common Stock of ____________________, herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, whose address is: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ----------------------------------------------------------- ----------------------------------------------------------- ----------------------------------------------------------- Dated:: ___________________. ________________________________ ---------------------------------------- Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ ---------------------------------------- Print Name ________________________________ Street Address ________________________________ City---------------------------------------- Xxxxxx Xxxxxxx ---------------------------------------- Xxxx, State Xxxxx and Zip Code ________________________________ ---------------------------------------- Person's Social Security Number or Tax Identification Number EXHIBIT "B" ----------- FORM OF ASSIGNMENT ------------------ (To be signed only on transfer of WarrantTO BE SIGNED ONLY ON TRANSFER OF WARRANT) For value received, the undersigned hereby sells, assigns, and transfers unto ___________________ the right represented by the within Warrant to purchase shares of Common Stock of ___________________ to which the within Warrant relates, and appoints ___________________ as its attorney to transfer such right on the books of _________________ with full power of substitution in the premises. Dated:: _________________. ________________________________ ---------------------------------------- Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ ---------------------------------------- Print Name ________________________________ Street Address ________________________________ City---------------------------------------- Xxxxxx Xxxxxxx ---------------------------------------- Xxxx, State Xxxxx and Zip Code ________________________________ ---------------------------------------- Person's Social Security Number or Tax Identification Number Signed in the presence of:: ----------------------------------

Restrictions on Transferability; Restrictive Legend. The Holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legends in addition to such other restrictive legends as may be required by law: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the Holder, satisfactory to the Company and its counselCompany, that such registration is not required under the Act and any applicable state securities laws." Dated: ___________ October 6, 1999 GENETIC VECTORS, INC. By:________________________________ : ---------------------------------- Title: Xxxx XxXxxx, Jr., Chief Executive Officer ---------------------------------- AGREED TO AND ACCEPTED: ________________________________ STERLING TECHNOLOGY PARTNERS, LTD. By:_____________________________ Name:________________________ Title:_______________________ : --------------------------- Its: -------------------------- Date:___________________________ : ------------------------- EXHIBIT "A" ----------- FORM OF EXERCISE ---------------- (To be signed only on exercise of Warrant) TO: The undersigned, the Holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder _____ shares of Common Stock of ____________________, herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, whose address is: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ --------------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------- Dated:: ___________________. ________________________________ ------------------------------------- Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ ------------------------------------- Print Name ________________________________ Street Address ________________________________ City------------------------------------- Xxxxxx Xxxxxxx ------------------------------------- Xxxx, State Xxxxx and Zip Code ________________________________ ------------------------------------- Person's Social Security Number or Tax Identification Number EXHIBIT "B" ----------- FORM OF ASSIGNMENT ------------------ (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto ___________________ the right represented by the within Warrant to purchase shares of Common Stock of ___________________ to which the within Warrant relates, and appoints ___________________ as its attorney to transfer such right on the books of _________________ with full power of substitution in the premises. Dated:: _________________. ________________________________ ------------------------------------- Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ ------------------------------------- Print Name ________________________________ Street Address ________________________________ City------------------------------------- Xxxxxx Xxxxxxx ------------------------------------- Xxxx, State Xxxxx and Zip Code ________________________________ ------------------------------------- Person's Social Security Number or Tax Identification Number Signed in the presence of:

Restrictions on Transferability; Restrictive Legend. The Holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legends in addition to such other restrictive legends as may be required by law: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the Holder, satisfactory to the Company and its counselCompany, that such registration is not required under the Act and any applicable state securities laws." Dated: ___________ December 22, 1999 GENETIC VECTORS, INC. By:________________________________ : -------------------------------------- Title: Xxxx XxXxxx, Jr., Chief Executive Officer -------------------------------------- AGREED TO AND ACCEPTED: ________________________________ STERLING TECHNOLOGY PARTNERS, LTD. By:_____________________________ Name:________________________ Title:_______________________ : -------------------------------------------------- Its: ------------------------------------------------- Date:___________________________ : ------------------------------------------------ EXHIBIT "A" ----------- FORM OF EXERCISE ---------------- (To be signed only on exercise of Warrant) TO: The undersigned, the Holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder _____ shares of Common Stock of ____________________, herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, whose address is: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ Dated:: ___________________. ________________________________ ------------------------------------- Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ ------------------------------------- Print Name ________________________________ Street Address ________________________________ City------------------------------------- Xxxxxx Xxxxxxx ------------------------------------- Xxxx, State Xxxxx and Zip Code ________________________________ ------------------------------------- Person's Social Security Number or Tax Identification Number EXHIBIT "B" ----------- FORM OF ASSIGNMENT ------------------ (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto ___________________ the right represented by the within Warrant to purchase shares of Common Stock of ___________________ to which the within Warrant relates, and appoints ___________________ as its attorney to transfer such right on the books of _________________ with full power of substitution in the premises. Dated:: _________________. ________________________________ ------------------------------------- Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ ------------------------------------- Print Name ________________________________ Street Address ________________________________ City------------------------------------- Xxxxxx Xxxxxxx ------------------------------------- Xxxx, State Xxxxx and Zip Code ________________________________ ------------------------------------- Person's Social Security Number or Tax Identification Number Signed in the presence of:: -------------------------------

Restrictions on Transferability; Restrictive Legend. The Holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legends in addition to such other restrictive legends as may be required by law: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ActACT"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the Holder, satisfactory to the Company and its counsel, that such registration is not required under the Act and any applicable state securities laws." Dated: ___________ March 3, 2000 GENETIC VECTORS, INC. By:________________________________ : ----------------------------------- Title: Xxxx XxXxxx, Jr., Chief Executive Officer --------------------------------- AGREED TO AND ACCEPTED: ________________________________ XXXX XXXXXXX By:_____________________________ Name:________________________ Title:_______________________ : ---------------------------- Its: --------------------------- Date:___________________________ : -------------------------- EXHIBIT "A" ----------- FORM OF EXERCISE ---------------- (To be signed only on exercise of WarrantTO BE SIGNED ONLY ON EXERCISE OF WARRANT) TO: The undersigned, the Holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder _____ shares of Common Stock of ____________________, herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, whose address is: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ---------------------------------------------------- ---------------------------------------------------- ---------------------------------------------------- Dated:: ___________________. ________________________________ --------------------------------------- Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ --------------------------------------- Print Name ________________________________ Street Address ________________________________ City--------------------------------------- Xxxxxx Xxxxxxx --------------------------------------- Xxxx, State Xxxxx and Zip Code ________________________________ --------------------------------------- Person's Social Security Number or Tax Identification Number EXHIBIT "B" ----------- FORM OF ASSIGNMENT ------------------ (To be signed only on transfer of WarrantTO BE SIGNED ONLY ON TRANSFER OF WARRANT) For value received, the undersigned hereby sells, assigns, and transfers unto ___________________ the right represented by the within Warrant to purchase shares of Common Stock of ___________________ to which the within Warrant relates, and appoints ___________________ as its attorney to transfer such right on the books of _________________ with full power of substitution in the premises. Dated:: _________________. ________________________________ --------------------------------------- Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ --------------------------------------- Print Name ________________________________ Street Address ________________________________ City--------------------------------------- Xxxxxx Xxxxxxx --------------------------------------- Xxxx, State Xxxxx and Zip Code ________________________________ --------------------------------------- Person's Social Security Number or Tax Identification Number Signed in the presence of:: ------------------------------

Restrictions on Transferability; Restrictive Legend. The Holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legends in addition to such other restrictive legends as may be required by law: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ActACT"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the Holder, satisfactory to the Company and its counselCompany, that such registration is not required under the Act and any applicable state securities laws." Dated: ___________ November 19, 1999 GENETIC VECTORS, INC. By:________________________________ : ---------------------------------- Title: Xxxx XxXxxx, Jr., Chief Executive Officer ------------------------------- AGREED TO AND ACCEPTED: ________________________________ THE ORBITER FUND, LTD. By:_____________________________ Name:________________________ Title:_______________________ : ----------------------------------------- Its: ---------------------------------------- Date:___________________________ : --------------------------------------- EXHIBIT "A" ----------- FORM OF EXERCISE ---------------- (To be signed only on exercise of WarrantTO BE SIGNED ONLY ON EXERCISE OF WARRANT) TO: The undersigned, the Holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder _____ shares of Common Stock of ____________________, herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, whose address is: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- Dated:: ___________________. ________________________________ ---------------------------------------- Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ ---------------------------------------- Print Name ________________________________ Street Address ________________________________ City---------------------------------------- Xxxxxx Xxxxxxx ---------------------------------------- Xxxx, State Xxxxx and Zip Code ________________________________ ---------------------------------------- Person's Social Security Number or Tax Identification Number EXHIBIT "B" ----------- FORM OF ASSIGNMENT ------------------ (To be signed only on transfer of WarrantTO BE SIGNED ONLY ON TRANSFER OF WARRANT) For value received, the undersigned hereby sells, assigns, and transfers unto ___________________ the right represented by the within Warrant to purchase shares of Common Stock of ___________________ to which the within Warrant relates, and appoints ___________________ as its attorney to transfer such right on the books of _________________ with full power of substitution in the premises. Dated:: _________________. ________________________________ ---------------------------------------- Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ ---------------------------------------- Print Name ________________________________ Street Address ________________________________ City---------------------------------------- Xxxxxx Xxxxxxx ---------------------------------------- Xxxx, State Xxxxx and Zip Code ________________________________ ---------------------------------------- Person's Social Security Number or Tax Identification Number Signed in the presence of:: --------------------------------

Restrictions on Transferability; Restrictive Legend. The Holder holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legends in addition to such other restrictive legends as may be required by law: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ActACT"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the Holderholder, satisfactory to the Company and its counselCompany, that such registration is not required under the Act and any applicable state securities laws." Dated: ___________ September 3, 1998 GENETIC VECTORS, INC. By:__________________________________________ Title: Xxxx XxXxxx, Jr., Chief Executive Officer AGREED TO AND ACCEPTED: :_______________________________________ AGREED TO AND ACCEPTED: STERLING TECHNOLOGY PARTNERS, LTD. By:_________________________________ NameIts:________________________ Title:_______________________ Date:_______________________________ EXHIBIT "A" ----------- FORM OF EXERCISE ---------------- (To be signed only on exercise of WarrantTO BE SIGNED ONLY ON EXERCISE OF WARRANT) TO: The undersigned, the Holder holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder _____ shares of Common Stock of ____________________, herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, whose address is: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ Dated:___________________. ____________________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ____________________________________________ Print Name ____________________________________________ Street Address ____________________________________________ City, State and Zip Code ________________________________ Person's Social Security Number or Tax Identification Number EXHIBIT "B" ----------- FORM OF ASSIGNMENT ------------------ (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto ___________________ the right represented by the within Warrant to purchase shares of Common Stock of ___________________ to which the within Warrant relates, and appoints ___________________ as its attorney to transfer such right on the books of _________________ with full power of substitution in the premises. Dated:_________________. ________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ Print Name ________________________________ Street Address ________________________________ City, State and Zip Code ________________________________ Person's Social Security Number or Tax Identification Number Signed in the presence of:Number

Restrictions on Transferability; Restrictive Legend. The Holder holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legends in addition to such other restrictive legends as may be required by law: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ActACT"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the Holderholder, satisfactory to the Company and its counselCompany, that such registration is not required under the Act and any applicable state securities laws." Dated: April ___________ , 1999 GENETIC VECTORS, INC. By:________________________________ : ------------------------------------- Name: ----------------------------------- Title: Xxxx XxXxxx, Jr., Chief Executive Officer ----------------------------------- AGREED TO AND ACCEPTED: ________________________________ By:_____________________________ Name:________________________ Title:_______________________ Date:___________________________ EXHIBIT "A" ----------- ----------------------------- XXXX XXXXXXX FORM OF SUBSCRIPTION (TO BE SIGNED ONLY ON EXERCISE ---------------- (To be signed only on exercise of WarrantOF WARRANT) TO: The undersigned, the Holder holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder _____ shares of Common Stock of ____________________, herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, whose address is: _____________________________________________-------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- Dated: ___________________ ________________________________________________________________ ________________________________________________________________ Dated:___________________. ________________________________ ------------------------------------------ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ ------------------------------------------ Print Name ________________________________ Street Address ________________________________ City------------------------------------------ Xxxxxx Xxxxxxx ------------------------------------------ Xxxx, State Xxxxx and Zip Code ________________________________ ------------------------------------------ Person's Social Security Number or Tax Identification Number EXHIBIT "B" ----------- FORM OF ASSIGNMENT ------------------ (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto ___________________ the right represented by the within Warrant to purchase shares of Common Stock of ___________________ to which the within Warrant relates, and appoints ___________________ as its attorney to transfer such right on the books of _________________ with full power of substitution in the premises. Dated:_________________. ________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ Print Name ________________________________ Street Address ________________________________ City, State and Zip Code ________________________________ Person's Social Security Number or Tax Identification Number Signed in the presence of:Number

Restrictions on Transferability; Restrictive Legend. The Holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legends in addition to such other restrictive legends as may be required by law: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the Holder, satisfactory to the Company and its counselCompany, that such registration is not required under the Act and any applicable state securities laws." Dated: February ___________ , 2000 GENETIC VECTORS, INC. By:________________________________ Title: Xxxx XxXxxx, Jr., Chief Executive Officer AGREED TO AND ACCEPTED: ________________________________ By:_____________________________ Name:________________________ Title:____________________________ DateAGREED TO AND ACCEPTED: THE ORBITER FUND, LTD. By:__________________________ Its:_________________________ Date:________________________ EXHIBIT "A" ----------- FORM OF EXERCISE ---------------- (To be signed only on exercise of Warrant) TO: The undersigned, the Holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder _____ shares of Common Stock of ____________________, herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, whose address is: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ Dated:___________________. ______________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ______________________________________ Print Name ______________________________________ Street Address ______________________________________ City, State and Zip Code ______________________________________ Person's Social Security Number or Tax Identification Number EXHIBIT "B" ----------- FORM OF ASSIGNMENT ------------------ (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto ___________________ the right represented by the within Warrant to purchase shares of Common Stock of ___________________ to which the within Warrant relates, and appoints ___________________ as its attorney to transfer such right on the books of _________________ with full power of substitution in the premises. Dated:_________________. ________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ Print Name ________________________________ Street Address ________________________________ City, State and Zip Code ________________________________ Person's Social Security Number or Tax Identification Number Signed in the presence of:.

Restrictions on Transferability; Restrictive Legend. The Holder holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legends in addition to such other restrictive legends as may be required by law: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ActACT"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the Holderholder, satisfactory to the Company and its counselCompany, that such registration is not required under the Act and any applicable state securities laws." Dated: ___________ November 2, 1998 GENETIC VECTORS, INC. By:________________________________ Title: Xxxx XxXxxx, Jr., Chief Executive Officer AGREED TO AND ACCEPTED: ________________________________ By:_____________________________ Name:________________________ Title:____________________________________________ AGREED TO AND ACCEPTED: ____________________________________________ PATRICIA A. GIANONE Date:_______________________________________ EXHIBIT "A" ----------- FORM OF SUBSCRIPTION (TO BE SIGNED ONLY ON EXERCISE ---------------- (To be signed only on exercise of WarrantOF WARRANT) TO: The undersigned, the Holder holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder _____ shares of Common Stock of ____________________, herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, whose address is: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ Dated:: ___________________. ________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ Print Name ________________________________ Street Address ________________________________ City, State and Zip Code ________________________________ Person's Social Security Number or Tax Identification Number EXHIBIT "B" ----------- FORM OF ASSIGNMENT ------------------ (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto ___________________ the right represented by the within Warrant to purchase shares of Common Stock of ___________________ to which the within Warrant relates, and appoints ___________________ as its attorney to transfer such right on the books of _________________ with full power of substitution in the premises. Dated:_________________. ________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ Print Name ________________________________ Street Address ________________________________ City, State and Zip Code ________________________________ Person's Social Security Number or Tax Identification Number Signed in the presence of:.

Restrictions on Transferability; Restrictive Legend. The Holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legends in addition to such other restrictive legends as may be required by law: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ActACT"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the Holder, satisfactory to the Company and its counselCompany, that such registration is not required under the Act and any applicable state securities laws." Dated: ___________ March 9, 1999 GENETIC VECTORS, INC. By:__________________________________________ Title: Xxxx XxXxxx, Jr., Chief Executive Officer AGREED TO AND ACCEPTED: :_______________________________________ AGREED TO AND ACCEPTED: CAPITAL RESEARCH LTD. By:_________________________________ NameIts:________________________ Title:_______________________ Date:_______________________________ EXHIBIT "A" ----------- FORM OF EXERCISE ---------------- (To be signed only on exercise of WarrantTO BE SIGNED ONLY ON EXERCISE OF WARRANT) TO: The undersigned, the Holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder _____ shares of Common Stock of ____________________, herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, whose address is: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ Dated:___________________. ____________________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ____________________________________________ Print Name ____________________________________________ Street Address ____________________________________________ City, State and Zip Code ________________________________ Person's Social Security Number or Tax Identification Number EXHIBIT "B" ----------- FORM OF ASSIGNMENT ------------------ (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto ___________________ the right represented by the within Warrant to purchase shares of Common Stock of ___________________ to which the within Warrant relates, and appoints ___________________ as its attorney to transfer such right on the books of _________________ with full power of substitution in the premises. Dated:_________________. ________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ Print Name ________________________________ Street Address ________________________________ City, State and Zip Code ________________________________ Person's Social Security Number or Tax Identification Number Signed in the presence of:Number

Restrictions on Transferability; Restrictive Legend. The Holder holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legends in addition to such other restrictive legends as may be required by law: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ActACT"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the Holderholder, satisfactory to the Company and its counselCompany, that such registration is not required under the Act and any applicable state securities laws." Dated: ___________ November 2, 1998 GENETIC VECTORS, INC. By:__________________________________________ Title: Xxxx XxXxxx, Jr., Chief Executive Officer AGREED TO AND ACCEPTED: :_______________________________________ AGREED TO AND ACCEPTED: THE JEROME P. SEIDEN IRREVOCABLE TRUST DATED APRIL 22, 1993 By:_________________________________ NameIts:________________________ Title:_______________________ Date:_______________________________ EXHIBIT "A" ----------- FORM OF SUBSCRIPTION -------------------- (TO BE SIGNED ONLY ON EXERCISE ---------------- (To be signed only on exercise of WarrantOF WARRANT) TO: The undersigned, the Holder holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder _____ shares of Common Stock of ____________________, herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, whose address is: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ Dated:: ___________________. ________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ Print Name ________________________________ Street Address ________________________________ City, State and Zip Code ________________________________ Person's Social Security Number or Tax Identification Number EXHIBIT "B" ----------- FORM OF ASSIGNMENT ------------------ (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto ___________________ the right represented by the within Warrant to purchase shares of Common Stock of ___________________ to which the within Warrant relates, and appoints ___________________ as its attorney to transfer such right on the books of _________________ with full power of substitution in the premises. Dated:_________________. ________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ Print Name ________________________________ Street Address ________________________________ City, State and Zip Code ________________________________ Person's Social Security Number or Tax Identification Number Signed in the presence of:.

Restrictions on Transferability; Restrictive Legend. The Holder acknowledges that the shares of Common Stock issuable upon exercise of this Warrant are subject to restrictions under applicable Federal and state securities laws. Each certificate representing shares of Common Stock issued shall, upon the exercise of this Warrant, bear the following legends in addition to such other restrictive legends as may be required by law: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws, and no sale or transfer thereof may be effected without an effective registration statement or an opinion of counsel for the Holder, satisfactory to the Company and its counselCompany, that such registration is not required under the Act and any applicable state securities laws." Dated: ___________ October 6, 1999 GENETIC VECTORS, INC. By:________________________________ Title: Xxxx XxXxxx, Jr., Chief Executive Officer AGREED TO AND ACCEPTED: ________________________________ By:_____________________________ Name:________________________ Title:_______________________ DateAGREED TO AND ACCEPTED: THE ORBITER FUND, LTD. By:_________________________ Its:________________________ Date:_______________________ EXHIBIT "A" ----------- FORM OF EXERCISE ---------------- (To be signed only on exercise of Warrant) TO: The undersigned, the Holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder _____ shares of Common Stock of ____________________, herewith makes payment of $__________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, whose address is: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ Dated:: ___________________. ________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ Print Name ________________________________ Street Address ________________________________ City, State and Zip Code ________________________________ Person's Social Security Number or Tax Identification Number EXHIBIT "B" ----------- FORM OF ASSIGNMENT ------------------ (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto ___________________ the right represented by the within Warrant to purchase shares of Common Stock of ___________________ to which the within Warrant relates, and appoints ___________________ as its attorney to transfer such right on the books of _________________ with full power of substitution in the premises. Dated:: _________________. ________________________________ Signature (Signature must conform to name of holder as specified on the face of the Warrant) ________________________________ Print Name ________________________________ Street Address ________________________________ City, State and Zip Code ________________________________ Person's Social Security Number or Tax Identification Number Signed in the presence of:: _____________________________ EXHIBIT "C" ----------- DOCUMENTS DELIVERED -------------------