Common use of Tax Withholding Liability Clause in Contracts

Tax Withholding Liability. Payment of the Exercise Price shall be made by (a) check or bank draft payable to the order of the Company or by wire transfer to the account of the Company, (b) Holder's surrender to the Company of a number of shares of Common Stock owned by Holder for at least six (6) months having an aggregate Fair Market Value equal to the Exercise Price and Tax Withholding Liability, or (c) any combination of the foregoing; provided that the Company may, in its discretion, (i) allow the exercise of this Warrant in a broker-assisted or similar transaction in which the Exercise Price is not received by the Company until promptly after exercise, and/or (ii) allow the Company to loan the Exercise Price to the Holder, if the exercise will be followed by a prompt sale of some or all of the underlying shares and a portion of the sale proceeds is dedicated to full payment of the Exercise Price and any Tax Withholding Liability. Payment of the Tax Withholding Liability shall be made (a) check or bank draft payable to the order of the Company or by wire transfer to the account of the Company or (b) Holder's surrender to the Company of a number of shares of Common Stock owned by Holder having an aggregate Fair Market Value equal to the Exercise Price (or by withholding a portion of the shares otherwise issuable in connection with this Warrant). The shares so purchased shall be deemed to be issued as of the close of business on the date on which the Company shall have received from the Holder payment in full of the Exercise Price and Tax Withholding Liability and the other documents referred to herein (the "EXERCISE DATE").

Tax Withholding Liability. Payment of the Exercise Price shall be made by (a) check or bank draft payable to the order of the Company or by wire transfer to the account of the Company, (b) Holder's surrender to the Company of a number of shares of Common Stock owned by Holder for at least six (6) months having an aggregate Fair Market Value equal to the Exercise Price and Tax Withholding LiabilityPrice, or (c) any combination of the foregoing; provided that the Company may, in its discretion, (i) allow the exercise of this Warrant in a broker-assisted or similar transaction in which the Exercise Price is not received by the Company until promptly after exercise, and/or (ii) allow the Company to loan the Exercise Price to the Holder, if the exercise will be followed by a prompt sale of some or all of the underlying shares and a portion of the sale proceeds is dedicated to full payment of the Exercise Price and any Tax Withholding Liability. Payment of the Tax Withholding Liability shall be made (a) check or bank draft payable to the order of the Company or by wire transfer to the account of the Company or (b) Holder's surrender to the Company of a number of shares of Common Stock owned by Holder having an aggregate Fair Market Value equal to the Exercise Price (or by withholding a portion of the shares otherwise issuable in connection with this Warrant). The shares so purchased ------------------------------------------------------------------------------- COMMON STOCK PURCHASE WARRANT - PAGE 3 (CANMAX INC.) shall be deemed to be issued as of the close of business on the date on which the Company shall have received from the Holder payment in full of the Exercise Price and Tax Withholding Liability and the other documents referred to herein (the "EXERCISE DATE").

Tax Withholding Liability. Payment of the Exercise Price shall be made by (a) check or bank draft payable to the order of the Company or by wire transfer to the account of the Company, (b) Holder's surrender to the Company of a number of shares of Common Stock owned by Holder for at least six (6) months having an aggregate Fair Market Value equal to the Exercise Price and Tax Withholding LiabilityPrice, or (c) any combination of the foregoing; provided that the Company may, in its discretion, (i) allow the exercise of this Warrant in a broker-assisted or similar transaction in which the Exercise Price is not received by the Company until promptly after exercise, and/or (ii) allow the Company to loan the Exercise Price to the Holder, if the exercise will be followed by a prompt sale of some or all of the underlying shares and a portion of the sale proceeds is dedicated to full payment of the Exercise Price and any Tax Withholding Liability. Payment of the Tax Withholding Liability shall be made (a) check or bank draft payable to the order of the Company or by wire transfer to the account of the Company or (b) Holder's surrender to the Company of a number of shares of Common Stock owned by Holder having an aggregate Fair Market Value equal to the Exercise Price (or by withholding a portion of the shares otherwise issuable in connection with this Warrant). The shares so purchased shall be deemed to be issued as of the close of business on the date on which the Company shall have received from the Holder payment in full of the Exercise Price and Tax Withholding Liability and the other documents referred to herein (the "EXERCISE DATE").

Tax Withholding Liability. Payment of the Exercise Price shall be made by (a) check or bank draft payable to the order of the Company or by wire transfer to the account of the Company, (b) Holder's surrender to the Company of a number of shares of Common Stock owned by Holder for at least six (6) months having an aggregate Fair Market Value equal to the Exercise Price and Tax Withholding Liability, or (c) any combination of the foregoing; provided that the Company may, in its discretion, (i) allow the exercise of this Warrant in a broker-assisted or similar transaction in which the Exercise Price is not received by the Company until promptly after exercise, and/or (ii) allow the Company to loan the Exercise Price to the Holder, if the exercise will be followed by a prompt sale of some or all of the underlying shares and a portion of the sale proceeds is dedicated to full payment of the Exercise Price and any Tax Withholding Liability. Payment of the Tax Withholding Liability shall be made (a) check or bank draft payable to the order of the Company or by wire transfer to the account of the Company or (b) Holder's surrender to the Company of a number of shares of Common Stock owned by Holder having an aggregate Fair Market Value equal to the Exercise Price (or by withholding a portion of the shares otherwise issuable in connection with this Warrant). The shares so purchased shall be deemed to be issued as of the close of business on the date on which the Company shall have received from the Holder payment in full of the Exercise Price and Tax Withholding Liability and the other documents referred to herein (the "EXERCISE DATE").