Common use of Stock Warrants Clause in Contracts

Stock Warrants. Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following: (a) The exercise price of the Two Million Warrants shall be equal to the closing price plus Ten Percent (10%) per share of the common stock of the Company on the day before this Agreement is executed, delivered, and announced. The Two Million Warrants may be exercised at any time after vesting but prior to expiration. (b) The Two Million Warrants shall be subject to the terms and conditions of the 2004 Directors, Officers and Consultants Stock Option, Stock Warrant, and Stock Award Plan; a copy of which is attached hereto and incorporated herein by reference as Exhibit "A". (c) The Two Million Warrants shall vest in such shares according to the following schedule: Tranche No. of Shares Vesting 1 1,000,000 Immediately upon execution of this Agreement 2 1 000,000 January 1, 2007 The vesting schedule shall be accelerated in the event of a Non-Fault Termination (as defined in Section 11). (d) In the event there is a Change of Control at any time during the Term, then the acceleration of the vesting schedule of the Two Million Warrants and the exercisiability of the Two Million Warrants shall be governed by the Plan upon such Change of Control. (e) The Two Million Warrants shall expire on the earlier of ten years from the date of grant or the termination date plus two (2) years after termination of Executive's employment with Company. (f) In the event the outstanding shares of common stock of Company are changed into or exchanged for a different number or kind of shares or other securities of Company or of another corporation by reason of merger, consolidation, other reorganization, reclassification, combination of shares, stock split-up or stock dividend, rights of the Two Million Warrants granted hereunder, the number of subject shares and the exercise price (and other terms herein relating thereto) shall be adjusted appropriately.

Stock Warrants. Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1March 6, 20072006. The Two Million Warrants Options shall be granted in accordance with, and subject to the following: (a) The exercise price of the Two Million Warrants shall be equal to the closing price plus Ten Percent (10%) per share of the common stock of the Company on the day before this Agreement is executed, delivered, and announced. The Two Million Warrants may be exercised at any time after vesting but prior to expiration. (b) The Two Million Warrants Options shall be subject to the terms and conditions of the 2004 Directors, Officers and Consultants Stock Option, Stock Warrant, and Stock Award Plan; a copy of which is attached hereto and incorporated herein by reference as Exhibit "A". (c) The Two Million Warrants shall vest in such shares according to the following schedule: Tranche No. of Shares Vesting 1 1,000,000 500,000 Immediately upon execution of this Agreement Agreement 2 1 000,000 January 1500,000 June 5, 2007 2006 3 500,000 September 5, 2006 4 500,000 December 5, 2006 The vesting schedule shall be accelerated in the event of a Non-Fault Termination (as defined in Section 11). (d) In the event there is a Change of Control at any time during the Term, then the acceleration of the vesting schedule of the Two Million Warrants and the exercisiability of the Two Million Warrants shall be governed by the Plan upon such Change of Control. (e) The Two Million Warrants shall expire on the earlier of ten years from the date of grant or the termination date plus two (2) years after termination of Executive's employment with Company. (f) At the end of the initial Term, Executive shall have the right, for a period of six (6) months thereafter, exercisable on ten (10) days written notice to Company ("Put Period"), to require the Company to purchase from him up to 2,000,000 shares of the common stock of the Company held by Executive as a result of the exercise of the Two Million Warrants at a purchase price equal to the closing price less ten percent (10%) of the common stock of the Company on the day after the initial Term. (g) In the event the outstanding shares of common stock of Company are changed into or exchanged for a different number or kind of shares or other securities of Company or of another corporation by reason of merger, consolidation, other reorganization, reclassification, combination of shares, stock split-up or stock dividend, rights of the Two Million Warrants granted hereunder, the number of subject shares and the exercise price (and other terms herein relating thereto) shall be adjusted appropriately.

Stock Warrants. Subject As an additional inducement for the Executive to Board approvalbegin his employment with the Company, the Company agrees to issue the Executive shall be granted stock warrants warrants, (the "Two Million Warrants") giving the Executive the right to purchase an aggregate two hundred fifty thousand shares (250,000) of Two Million common stock $0.001 par value, of the Company (2,000,000the "Warrant" shares). The exercise price of the Warrant Shares shall be THIRTY-FIVE CENTS ($.35) per share. The Warrants shall be exercisable at any time and from time to time, in whole or in part; provided, however, that warrants may be exercised for no longer than three (3) years from the date of this Agreement. The warrants shall be exercised by written notice directed to the Company, accompanied by a check payable to the Company for the Warrant shares being purchased. The Company shall make immediate delivery of such purchased shares, fully paid and non-assessable, registered in the name of Executive. The certificates evidencing such shares shall bear the following restrictive legend, unless and until such shares have been registered in accordance with the Securities and Exchange Act of 1933, as amended (the "Act"): THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OR ANY APPLICABLE JURISDICTIONS OR UNLESS PURSUANT TO ANY EXEMPTION THEREFROM. The Company shall use its best efforts to register the Warrant Shares under the Act at the earlier of such time as it registers shares issuable pursuant to a qualified employee stock option plan or such time as it registers shares beneficially owned by or issued to executive officers or directors of the Company, or after one year, at the written request of the Executive. If, and to the extent that the number of shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants Company shall be granted increased or reduced by an action other than for value, including but not limited to change of par value, split, reclassification, distribution or a dividend payable in accordance withstock, or the like, the number of shares subject to the Warrant and the warrant price per share shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, Executive shall be entitled to receive warrants covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the following: (a) The exercise price same conditions. For purposes of the Two Million Warrants shall be equal to preceding sentence, the closing price plus Ten Percent (10%) per share excess of the common stock aggregate fair market value of the Company on the day before this Agreement is executed, delivered, and announced. The Two Million Warrants may be exercised at any time after vesting but prior to expiration. (b) The Two Million Warrants shall be shares subject to the terms and conditions of the 2004 Directors, Officers and Consultants Stock Option, Stock Warrant, and Stock Award Plan; a copy of which is attached hereto and incorporated herein by reference as Exhibit "A". (c) The Two Million Warrants shall vest in warrant immediately after any such shares according to the following schedule: Tranche No. of Shares Vesting 1 1,000,000 Immediately upon execution of this Agreement 2 1 000,000 January 1, 2007 The vesting schedule shall be accelerated in the event of a Non-Fault Termination (as defined in Section 11). (d) In the event there is a Change of Control at any time during the Term, then the acceleration of the vesting schedule of the Two Million Warrants and the exercisiability of the Two Million Warrants shall be governed by the Plan upon such Change of Control. (e) The Two Million Warrants shall expire on the earlier of ten years from the date of grant or the termination date plus two (2) years after termination of Executive's employment with Company. (f) In the event the outstanding shares of common stock of Company are changed into or exchanged for a different number or kind of shares or other securities of Company or of another corporation by reason of mergerreorganization, consolidation, other or merger over the aggregate warrant price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the Warrant immediately before such reorganization, reclassificationconsolidation, combination or merger over the aggregate warrant price of such shares, stock split-up and the new warrant or stock dividend, rights assumption of the Two Million Warrants granted hereunderold Warrant shall not give Executive additional benefits which he did not have under the old Warrant, or deprive him of benefits which he had under the number old Warrant. Executive shall have no rights as a stockholder with respect to the Warrant Shares until exercise of subject shares the Warrant and payment of the exercise price (and other terms Warrant Price as herein relating thereto) shall be adjusted appropriatelyprovided.

Stock Warrants. Subject As an inducement for the Executive to Board approvalbegin his employment with the Company, the Company agrees to issue the Executive shall be granted stock warrants warrants, (the "Two Million Warrants") giving the Executive the right to purchase an aggregate two hundred thousand shares (200,000) of Two Million common stock $0.001 par value, of the Company (2,000,000the "Warrant" shares). The exercise price of the Warrant Shares shall be THIRTY-FIVE CENTS ($.35) per share. The Warrants shall be exercisable at any time and from time to time, in whole or in part; provided, however, that warrants may be exercised for no longer than three (3) years from the date of this Agreement. The warrants shall be exercised by written notice directed to the Company, accompanied by a check payable to the Company for the Warrant shares being purchased. The Company shall make immediate delivery of such purchased shares, fully paid and non-assessable, registered in the name of Executive. The certificates evidencing such shares shall bear the following restrictive legend, unless and until such shares have been registered in accordance with the Securities and Exchange Act of 1933, as amended (the "Act"): THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OR ANY APPLICABLE JURISDICTIONS OR UNLESS PURSUANT TO ANY EXEMPTION THEREFROM. The Company shall use its best efforts to register the Warrant Shares under the Act at the earlier of such time as it registers shares issuable pursuant to a qualified employee stock option plan or such time as it registers shares beneficially owned by or issued to executive officers or directors of the Company, or after one year, at the written request of the Executive. If, and to the extent that the number of shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants Company shall be granted increased or reduced by an action other than for value, including but not limited to change of par value, split, reclassification, distribution or a dividend payable in accordance withstock, or the like, the number of shares subject to the Warrant and the warrant price per share shall be proportionately adjusted. If The Company is reorganized or consolidated or merged with another corporation, Executive shall be entitled to receive warrants covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the following: (a) The exercise price same conditions. For purposes of the Two Million Warrants shall be equal to preceding sentence, the closing price plus Ten Percent (10%) per share excess of the common stock aggregate fair market value of the Company on the day before this Agreement is executed, delivered, and announced. The Two Million Warrants may be exercised at any time after vesting but prior to expiration. (b) The Two Million Warrants shall be shares subject to the terms and conditions of the 2004 Directors, Officers and Consultants Stock Option, Stock Warrant, and Stock Award Plan; a copy of which is attached hereto and incorporated herein by reference as Exhibit "A". (c) The Two Million Warrants shall vest in warrant immediately after any such shares according to the following schedule: Tranche No. of Shares Vesting 1 1,000,000 Immediately upon execution of this Agreement 2 1 000,000 January 1, 2007 The vesting schedule shall be accelerated in the event of a Non-Fault Termination (as defined in Section 11). (d) In the event there is a Change of Control at any time during the Term, then the acceleration of the vesting schedule of the Two Million Warrants and the exercisiability of the Two Million Warrants shall be governed by the Plan upon such Change of Control. (e) The Two Million Warrants shall expire on the earlier of ten years from the date of grant or the termination date plus two (2) years after termination of Executive's employment with Company. (f) In the event the outstanding shares of common stock of Company are changed into or exchanged for a different number or kind of shares or other securities of Company or of another corporation by reason of mergerreorganization, consolidation, other or merger over the aggregate warrant price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the Warrant immediately before such reorganization, reclassificationconsolidation, combination or merger over the aggregate warrant price of such shares, stock split-up and the new warrant or stock dividend, rights assumption of the Two Million Warrants granted hereunderold Warrant shall not give Executive additional benefits which he did not have under the old Warrant, or deprive him of benefits which he had under the number old Warrant. Executive shall have no rights as a stockholder with respect to the Warrant Shares until exercise of subject shares the Warrant and payment of the exercise price (and other terms Warrant Price as herein relating thereto) shall be adjusted appropriatelyprovided.