Common use of Right to Exercise Warrants Clause in Contracts

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard Time) on the date that is five (5) years after the date of this Agreement (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard TimePacific time) on the date that is five (5) two years after the date of this Agreement (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 0.75 per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2Agreement, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on or in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Subject to the provisions of paragraph 2 above, each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard TimeLos Angeles time) on the date that is five (5) years after the date of this Agreement (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 3.75 per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Exercisable Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the --------------------------- date of this Agreement until 11:59 P.M. (Eastern Standard TimePacific time) on the date that is five (5) years after the date of this Agreement , 2005 (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an The aggregate exercise price of this Warrant, regardless of the number of shares into which it is exercised, shall be $0.01 per share, subject to adjustment as set forth below 1.00 in total (the "Exercise Price"). The Company shall not be required to issue fractional number of shares of Common Stock upon the exercise of into which this Warrant or to deliver Warrant Certificates may be exercised shall be defined herein as the "Exercise Shares". The price at which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shares is to be calculated shall be determined defined as follows: (a) if If the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average number of Exercise Shares shall be calculated using 70% of the mean between trading price calculated as follows: the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting serviceclosing price, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association date of Securities Dealers, Inc., selected by the Company for that purposeexercise. (b) if If the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on or in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Companysystem.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard Time) on the date that is five (5) years after have elapsed from the date of this Agreement hereof (the "“Expiration Date"”). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share the number of Common Stock shares of common stock indicated in the Warrant (each such share being an "“Exercise Share"”) at an the per share exercise price of $0.01 per shareset forth on the Warrant Certificate, subject to adjustment as set forth below ("the “Exercise Price"”). The Company shall not be required to issue fractional shares of Common Stock upon the exercise of this Warrant the Warrants or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this a Warrant, the Company shall pay to the Holder holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share, or round this issuance of common stock up to nearest whole shares, at the Company’s discretion, or the holder may waive in writing receipt of such fractional share or the cash equivalent thereof. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if if, following the Trigger Date (as defined below), the Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if if, following the Trigger Date, the Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Shares are then listed on in the NASDAQ Reporting System; or (c) if if, prior to the Trigger Date, or at any time that no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company, which determination shall be made and communicated to the Holder in writing within seven (7) business days of Holder’s delivery of prior written notice to the Company of Holder’s desire to exercise the Warrant on a cashless basis hereunder. No more than three (3) business days following the Holder’s receipt of such current market value determination from the Company, the Holder may elect to exercise the Warrant, in whole or in part, on a cashless basis based on the current market value as determined by the Company. For purposes of this Agreement and the Warrant, the “Trigger Date” shall mean the date that is one (1) year and thirty (30) days following the date that the Company has filed current “Form 10 information” with the SEC reflecting its status as an entity that is no longer a shell company, provided that the Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and the Company has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding the Trigger Date.

Right to Exercise Warrants. Each The Tranche 1 Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard Time) on 60 months have elapsed from the date that is five (5) years after the date of this Agreement hereof (the “Tranche 1 Expiration Date”) and the Tranche 2 Warrant may be exercised from the Tranche 2 Purchase Date until 60 months have elapsed from such date (the “Tranche 2 Expiration Date,” with each of the Tranche 1 Expiration Date and the Tranche 2 Expiration Date being an "Expiration Date"). Each Warrant not exercised on or before the its respective Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share the number of Common Stock shares of common stock indicated in the Warrant (each such share being an "“Exercise Share"”) at an the per share exercise price of $0.01 per shareset forth on the Warrant Certificate, subject to adjustment as set forth below ("the “Exercise Price"”). The Company shall not be required to issue fractional shares of Common Stock upon the exercise of this Warrant the Warrants or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this a Warrant, the Company shall pay to the Holder holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share, or round this issuance of common stock up to nearest whole shares, at the Company’s discretion, or the holder may waive in writing receipt of such fractional share or the cash equivalent thereof. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Shares are then listed on in the NASDAQ Reporting System; or (c) if if, or at any time that no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company, which determination shall be made and communicated to the Holder in writing within seven (7) business days of Holder's delivery of prior written notice to the Company of Holder's desire to exercise the Warrant on a cashless basis hereunder. No more than three (3) business days following the Holder’s receipt of such current market value determination from the Company, the Holder may elect to exercise the Warrant, in whole or in part, on a cashless basis based on the current market value as determined by the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard TimeLos Angeles time) on the date that is five (5) years after the date of this Agreement (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 6.00 per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Exercisable Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard Time) on the date that is five (5) years after the date of this Agreement (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each Stock(each an "“Exercise Share"”) at an exercise price of $0.01 2.00 per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard Time) on the date that is five (5) years after the date of this Agreement January 30, 2007 (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share the number of Common Stock shares of common stock indicated in the Warrant (each such share being an "Exercise Share") at an the per share exercise price of $0.01 per shareset forth on the warrant certificate, subject to adjustment as set forth below (the "Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock upon the exercise of this Warrant the Warrants or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this a Warrant, the Company shall pay to the Holder holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 5:00 P.M. (Eastern Standard TimePacific time) on the date that is five (5) years after the date of this Agreement January 11, 2007 (the "“Expiration Date"”). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 0.50 per share, subject to adjustment as set forth below ("“Exercise Price"”). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates Certificates, which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2Agreement, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on or in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard Time) on the date that is five (5) years after the date of this Agreement (the "“Expiration Date"”). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "“Exercise Share"”) at an exercise price of $0.01 1.00 per share, subject to adjustment as set forth below ("“Exercise Price"”). The Company shall not be required to issue fractional shares of Common Stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard TimeTulsa time) on the date that is five (5) years after the date of this Agreement (the "“Expiration Date"”). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 $ per share, subject to adjustment as set forth below ("“Exercise Price"”). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Exercisable Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised exercised, in whole or in part, from the date of this Agreement until 11:59 P.M. (Eastern Standard Time) on the date that is five (5) years after the date of this Agreement (the "“Expiration Date"”). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "“Exercise Share"”) at an exercise price of Seventy Five Cents ($0.01 0.75) per share, subject to adjustment as set forth below ("“Exercise Price"”). The Company shall not be required to issue fractional shares of Common Stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company and Holder for that purpose. (b) if the Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked pricesprices on such day, in either case on the national securities exchange on which the Shares are then listed on or in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Holder and the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard TimeHouston time) on the date that is five (5) years one year after the date of this Agreement (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 $ _______ per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Exercisable Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 5:00 P.M. (Eastern Standard TimePacific time) on the date that is five (5) years after the date of this Agreement April 25, 2006 (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 0.25 per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates Certificates, which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2Agreement, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on or in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the -------------------------- date of this Agreement until 11:59 P.M. (Eastern Standard Timetime) on the date that is five (5) years after the date of this Agreement (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 5.00 per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2Agreement, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on or in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 5:00 P.M. (Eastern Standard TimePacific time) on the date that is five (5) years after the date of this Agreement September 14, 2006 (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 0.25 per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates Certificates, which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2Agreement, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on or in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard Time) on the date that is five (5) years after the date of this Agreement (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each Stock(each an "“Exercise Share"”) at an exercise price of $0.01 1.50 per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard TimeHouston time) on the date that is five (5) two years after the date of this Agreement (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 0.20 per shareshare up to two years after the date of this agreement, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Exercisable Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Subject to the provisions of paragraph 2 above, each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard TimeLos Angeles time) on the date that is five (5) years after the date of this Agreement (the "“Expiration Date"”). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 $ per share, subject to adjustment as set forth below ("“Exercise Price"”). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Exercisable Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each This Warrant may be exercised only from -------------------------- the first anniversary of the date hereof until the fifth anniversary of this Agreement until 11:59 P.M. (Eastern Standard Time) on the date that is five (5) years after the date of this Agreement hereof (the "Expiration Date"). Each If this Warrant is not exercised on or before the Expiration Date Date, it shall expireexpire immediately following the Expiration Date. Each This Warrant shall entitle its holder Holder to purchase from the Company one share 422,021 shares of Common Stock (each an "Exercise Share") at an exercise price of $0.01 4.00 per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stockWarrant. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2Section 1, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2Warrant, the current market value shall be determined as follows: (a1) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b2) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so SUNSTAR HEALTHCARE, INC. AND SUBSIDIARIES listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on or in the NASDAQ Reporting System; or (c3) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard Time) on the date that is five (5) years after have elapsed from the date of this Agreement hereof (the "“Expiration Date"”). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share the number of Common Stock shares of common stock indicated in the Warrant (each such share being an "“Exercise Share"”) at an the per share exercise price of $0.01 per shareset forth on the Warrant Certificate, subject to adjustment as set forth below ("the “Exercise Price"”). The Company shall not be required to issue fractional shares of Common Stock upon the exercise of this Warrant the Warrants or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this a Warrant, the Company shall pay to the Holder holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share, or round this issuance of common stock up to nearest whole shares, at the Company’s discretion, or the holder may waive in writing receipt of such fractional share or the cash equivalent thereof. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Shares Company’s shares of Common Stock (the “Shares”) are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Shares are then listed on in the NASDAQ Reporting System; or (c) if at any time that no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company, which determination shall be made and communicated to the Holder in writing within seven (7) business days of Holder’s delivery of prior written notice to the Company of Holder’s desire to exercise the Warrant on a cashless basis hereunder. No more than three (3) business days following the Holder’s receipt of such current market value determination from the Company, the Holder may elect to exercise the Warrant, in whole or in part, on a cashless basis based on the current market value as determined by the Company.

Right to Exercise Warrants. Each Subject to the provisions of paragraph 2 above, each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard Time( time) on the date that is five (5) years after the date of this Agreement (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 $ per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Exercisable Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. PM (Eastern Standard TimeLos Angeles time) on the date that is five (5) years after the date of this Agreement April 1, 2006 (the "Expiration Date")) pursuant to the provisions set forth in Section 3 hereof. Each Warrant not exercised on or before the Expiration Date shall expire. Each Subject to the provisions of this Warrant Agreement, including Section 11 hereof, the holder of each Warrant shall entitle its holder have the right to purchase from the Company, and the Company one share of Common Stock (shall issue and sell to each an "Exercise Share") such Warrantholder, at an exercise initial price of seventy-three cents ($0.01 0.73) per shareShare, provided that subject to adjustment as set forth below provided herein (the "Exercise Price"), one fully paid and nonassessable Share upon surrender to the Company of the Warrant Certificate evidencing such Warrant, with the form of election to purchase duly completed and signed and evidence of payment of the Exercise Price. The Company Exercise Price shall not be required to issue fractional shares payable, at the option of Common Stock upon the exercise Holder, (i) by certified or bank check or (ii) by the surrender of a portion, of this Warrant or where the Shares subject to deliver the portion of this Warrant Certificates which evidence fractional shares that are so surrendered have a Fair Market Value (net of capital stock. In the event that a fraction of an associated Exercise Share would, except Price with respect to such Shares) equal to the aggregate Exercise Price for the provisions of Shares as to which this paragraph 2, be issuable upon Warrant is then-being exercised. For the exercise purpose of this Warrant, (i) "Fair Market Value" shall mean the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value average of the Exercise Share. For purposes reported Closing Prices of this paragraph 2the Common Stock of the Company, for each of the ten (10) trading days immediately preceding the relevant date, and (ii) "Closing Price" shall mean the closing price of such common stock, regular way, on the New York Stock Exchange, or, if such common stock is not listed or admitted to trading on such exchange, on the principal national securities exchange or quotation system on which such security is quoted or listed or admitted to trading, or if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the current market value shall be determined as follows: (a) if the Shares are traded in closing price of such common stock on the over-the-counter market and not on any national securities exchange and not the day in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, question as reported by the National Quotation Bureau, Inc.Bureau Incorporated, or an equivalent a similarly generally accepted reporting service. Upon surrender of such Warrant Certificate and payment of the Exercise Price, the Company shall cause to be issued and delivered promptly to the Warrantholder a certificate for the last business day prior to the date on which the Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of issuable upon the exercise of the WarrantWarrant or Warrants evidenced by such Warrant Certificate. The closing price referred to in this Clause (b) Warrants evidenced by a Warrant Certificate shall be exercisable at the last reported sales price or, in case no such reported sale takes place on such day, the average election of the reported closing bid and asked pricesWarrantholder thereof, in either case on subject to the national securities exchange on which the Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board provisions of Directors of the Company.Section 3 hereof

Right to Exercise Warrants. Each This Warrant may be exercised only from -------------------------- the first anniversary of the date hereof until the fifth anniversary of this Agreement until 11:59 P.M. (Eastern Standard Time) on the date that is five (5) years after the date of this Agreement hereof (the "Expiration Date"). Each If this Warrant is not exercised on or before the Expiration Date Date, it shall expireexpire immediately following the Expiration Date. Each This Warrant shall entitle its holder Holder to purchase from the Company one share 100,000 shares of Common Stock (each an "Exercise Share") at an exercise price of $0.01 1.50 per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stockWarrant. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2Section 1, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2Warrant, the current market value shall be determined as follows: (a1) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b2) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on or in the NASDAQ Reporting System; or (c3) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Standard TimePacific time) on the date that is five (5) two years after the date of this Agreement (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 $ (MP-30%) per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2Agreement, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on or in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. (a) (a) Each Warrant may be exercised from the date of this Agreement until 11:59 P.M. (Eastern Pacific Standard Time) on the date that is five (5) years after the date of this Agreement June 30, 2006 (the "Expiration DateEXPIRATION DATE"), pursuant to the provisions set forth in this Agreement. Each Warrant not exercised on or before the Expiration Date shall expire. Each Subject to the provisions of this Agreement, the holder of each Warrant shall entitle its holder have the right to purchase from the Company, and the Company one share of Common Stock (shall issue and sell to each an "Exercise Share") such Warrant Holder, at an exercise price per share equal to one hundred twenty-five percent (125%) of $0.01 per sharethe ten (10) day average closing bid price of the Company's Common Stock according to the American Stock Exchange (or any other national securities exchange upon which the Company's common stock is primarily listed) for the ten (10) trading days immediately prior to the execution of the Debenture Agreement (the "EXERCISE PRICE"), subject one fully paid and nonassessable Share upon surrender to adjustment as set forth below the Company of the Warrant Certificate evidencing such Warrant, with the form of election to purchase duly completed and signed and evidence of payment of the Exercise Price. Upon surrender of such Warrant Certificate and payment of the Exercise Price, the Company shall cause the corresponding number of Shares ("Exercise PriceWARRANT SHARES"). The Company shall not ) to be required issued and delivered promptly to issue fractional shares of Common Stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stockHolder. In the event that upon any exercise of Warrants evidenced hereby, the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his assignee a fraction new Warrant Certificate evidencing the number of an Exercise Share wouldWarrants not exercised. The Warrants evidenced by a Warrant Certificate shall be exercisable at the election of the holder thereof, except for subject to the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Shares are traded in the over-the-counter market Sections 4 and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose5 hereof. (b) if the Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant The Warrants may be exercised only in accordance with the following schedule: (i) one-third (?) of the Warrants may be exercised on the date one (1) day following the Conversion Date (as defined below); (ii) one-third (?) of the Warrants may be exercised on the date forty-five (45) days following the Conversion Date; and (iii) one-third (?) of the Warrants may be exercised on the date ninety (90) days following the Conversion Date. The "CONVERSION DATE" shall be that date, the earlier of (i) La Jolla's receipt of the Company's Effectiveness Notice confirming the Company's receipt of an effective registration statement by the Securities Exchange Commission ("SEC"), pursuant to Section 7 herein; or (ii) La Jolla's holding of the Warrant for one year from the date hereof (so as to permit it to trade the Common Stock into which the Warrant can be exercised under the restrictions of this Agreement until 11:59 P.M. (Eastern Standard Time) on the date that is five (5) years after the date of this Agreement (the "Expiration Date"SEC Rule 144). Each Any Warrant not exercised on or before in accordance with the Expiration Date aforementioned schedule shall expire. Each Warrant Subject to the provisions of this Agreement, La Jolla shall entitle its holder have the right to purchase from the Company, and the Company one share shall issue and sell to La Jolla, at a price per Share of the greater of either: (i) six cents ($0.06), or (ii) fifty percent (50%) of the average of the listed American Stock Exchange closing price for the Common Stock for the ten (each an "Exercise Share"10) at an exercise price of $0.01 per sharetrading days immediately prior to the date the Warrants are exercised, subject to adjustment as set forth below provided herein (the "EXERCISE PRICE"), one fully paid and nonassessable Share upon surrender to the Company of the Warrant Certificate evidencing such Warrant, with the form of election to purchase duly completed and signed and evidence of payment of the Exercise Price. Upon surrender of such Warrant Certificate and payment of the Exercise Price by either cash or cashless exercise ("Exercise PriceNET ISSUE EXERCISE"). The , the Company shall not cause the corresponding number of Shares to be required issued and delivered promptly to issue fractional shares La Jolla or any other holder La Jolla may designate. Under no circumstances shall the total number of Common Stock Shares issued to La Jolla upon the exercise of this Warrant the Warrants exceed eleven million five hundred thousand (11,500,000) Shares in the aggregate. Further, should La Jolla elect to use a Net Issue Exercise and the Exercise Price is less than or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: six cents (a$0.06) if the Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by then the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the Warrant is exercised, or, if not so reported, the average number of the closing bid and asked prices for a Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for Shares that purpose. (b) if the Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case La Jolla may be, on the last business day prior to the date of the purchase upon exercise of the Warrant. The closing price referred to Warrants shall be calculated based on there being a total of four million one hundred sixty-six thousand, six hundred sixty six (4,166,666) Shares upon the full exercise of the New Warrant (SEE Example #2 in this Clause subsection (b) shall be the last reported sales price or), in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Companybelow).

Right to Exercise Warrants. Each Warrant may be exercised from the -------------------------- date of this Agreement until 11:59 P.M. (Eastern Standard TimeLos Angeles time) on the date that is five (5) years after the date of this Agreement November 2, 2004 (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 ____per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Exercisable Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.

Right to Exercise Warrants. Each Warrant may be exercised from the -------------------------- date of this Agreement until 11:59 P.M. (Eastern Standard TimeLos Angeles time) on the date that is five (5) years after the date of this Agreement (the "Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the Company one share of Common Stock (each an "Exercise Share") at an exercise price of $0.01 7.50 per share, subject to adjustment as set forth below ("Exercise Price"). The Company shall not be required to issue fractional shares of Common Stock capital stock upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional shares of capital stock. In the event that a fraction of an Exercise Exercisable Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this paragraph 2, the current market value shall be determined as follows: (a) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the last business day prior to the date on which the this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for a an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose. (b) if the Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of the this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed on in the NASDAQ Reporting System; or (c) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company.