Common use of Term of Warrants; Exercise of Warrants Clause in Contracts

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder shall have the right, at any time during the period commencing on the "Exercisability Date" (hereinafter defined), and ending at 5:00 p.m., New York, New York time, on December 26, 2006 (the "Termination Date"), to purchase from the Company up to the number of Shares which the Holder may at the time be entitled to purchase pursuant to this Agreement and the portion of the Warrant (or certificate therefor) then held by it, upon surrender to the Company, at its principal office in Dallas, Texas, of the certificate evidencing the portion of the Warrant to be exercised together with the purchase form duly filled in and signed, and upon payment to the Company of the portion of the Warrant Price, as defined in and determined in accordance with the provisions of Sections 6 and 7 hereof, allocable to the number of Shares with respect to which such portion of the Warrant is then exercised. Payment of the Warrant Price shall be made (i) in cash, by cashier's check or by wire transfer or (ii) through the surrender of debt, preferred equity securities or Common Stock of the Company having a principal amount, liquidation preference, or current market price, as the case may be, equal to the aggregate Warrant Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt, preferred equity securities, or Common Stock in cash at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; (ii) the date when a Change of Control Notice (as defined in Section 7.4) is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such date.

Term of Warrants; Exercise of Warrants. (a) Subject Each Warrant entitles the registered Holder to purchase from the terms Company shares of this AgreementCommon Stock at a purchase price per share of Three and 27/100 Dollars ($3.27), subject to adjustment as herein provided (the Holder shall have the right"Exercise Price"), at any time during the period commencing on the "Exercisability Date" (hereinafter defined), and ending at 5:00 p.m., New York, New York time, on December 26and after the date hereof and on or before 5:00 p.m. Eastern Standard Time on September 13, 2006 (the "Termination Expiration Date"). Except as described in this Section 4(a), the Warrants shall not be exercisable prior to purchase from the Company up September 13, 1998. Thereafter, each Warrant shall be exercisable with respect to the number of Shares which the Holder may at the time be entitled to purchase pursuant to this Agreement and the portion following percentages of the Warrant (Shares covered thereby: CUMULATIVE PERCENTAGE OF WARRANT PERCENTAGE OF WARRANT SHARES AS TO WHICH FIRST SHARES AS TO WHICH EXERCISE DATE EXERCISABLE WARRANT EXERCISABLE ------------- ------------------------ --------------------- On or certificate therefor) then held by itafter September 13, upon surrender 1998, but prior to September 13, 1999: 50% 50% On or after September 13, 1999, but prior to September 13, 2000: 25% 75% On or after September 13, 2000: 25% 100% In the Company, at its principal office in Dallas, Texas, event of the certificate evidencing the portion of the Warrant to be exercised together with the purchase form duly filled in and signed, and upon payment to the Company of the portion of the Warrant Price, as defined in and determined in accordance with the provisions of Sections 6 and 7 hereof, allocable to the number of Shares with respect to which such portion of the Warrant is then exercised. Payment of the Warrant Price shall be made (i) in cash, by cashier's check or by wire transfer or (ii) through the surrender consummation of debt, preferred equity a public offering of securities or Common Stock of the Company having pursuant to a principal amount, liquidation preference, or current market price, as the case may be, equal to the aggregate Warrant Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt, preferred equity securities, or Common Stock in cash at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; (ii) the date when a Change of Control Notice (as defined in Section 7.4) is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering registration statement filed under the Securities Act of 1933, as amended, (ii) the sale of equity interests in all or substantially all of the assets of the Company, (iii) the sale of voting securities of the Company, or the merger or consolidation of the Company, if following such sale, merger or consolidation those persons who held 100% of the voting securities of the Company is made pursuant do not have a majority of the shares of voting stock of the Company or the surviving or resulting entity, or (iv) the dissolution or winding up of the Company (such events described in clauses (i)-(iv) to be referred to herein as a registration statement "Liquidation Event"), the exercisability of the Warrants shall be accelerated, so that the Warrants shall be exercisable in full immediately preceding such Liquidation Event; provided, however that the Warrants shall be accelerated only to the extent that the stock options to purchase 240,000 shares of common stock of the Company granted to X. Xxxxxx Shia in September 1996 are accelerated. The Company agrees to give the holders of the Warrants 15 days prior notice of any proposed Liquidation Event. The holder of a Warrant may exercise his Warrant conditioned on Form S-1 or the consummation of a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such dateLiquidity Event.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder shall have the right, at any time during the period commencing on the "Exercisability Date" (hereinafter defined), and ending at 5:00 p.m., New York, New York time, on December 26, 2006 (the "Termination Date"), to purchase from the Company up to the number of Shares which the Holder may at the time be entitled to purchase pursuant to this Agreement and the portion of the Warrant (or certificate therefor) then held by it, upon surrender to the Company, at its principal office in Dallas, Texas, of the certificate evidencing the portion of the Warrant to be exercised together with the purchase form duly filled in and signed, and upon payment to the Company of the portion of the Warrant Price, as defined in and determined in accordance with the provisions of Sections 6 and 7 hereof, allocable to the number of Shares with respect to which such portion of the Warrant is then exercised. Payment of the Warrant Price shall be made (i) in cash, by cashier's check or by wire transfer or (ii) through the surrender of debt, preferred equity securities or Common Stock of the Company having a principal amount, liquidation preference, or current market price, as the case may be, equal to the aggregate Warrant Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt, preferred equity securities, or Common Stock in cash at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; (ii) the date when a Change of Control Notice (as defined in Section 7.4) is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 S- 1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such date.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder a Warrantholder shall have the right, at any time during the period commencing on the "Exercisability Date" (hereinafter defined), Date and ending at 5:00 p.m., New York, New York time, on December 26, 2006 (the "Termination Date"), to purchase from the Company up to the number of Shares which the Holder Warrantholder may at the time be entitled to purchase pursuant to this Agreement and the portion of the Warrant (or certificate therefor) then held by itAgreement, upon surrender to the Company, at its principal office in DallasRye, TexasNew York, USA, of the certificate evidencing the portion of the Warrant to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, and upon payment to the Company of the portion of the Warrant Price, Price (as defined in and determined in accordance with the provisions of Sections 6 7 and 7 8 hereof), allocable to for the number of Shares with respect to which such portion of the Warrant is then exercised. Payment Except as otherwise provided in this Agreement, payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's check or by wire transfer transfer. Notwithstanding any other provision of this Agreement to the contrary, no Warrant shall be exercised, in whole or in part, for an amount of Shares that is less than 17,000 or the remaining Shares that such Warrantholder is then able to purchase upon exercise of the Warrant. Upon such surrender of the Warrant and payment of such Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch (iiand, in any event, no later than 10 business days from the date of such surrender and payment) through to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cash, as provided in Section 9 hereof with respect to any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Warrantholder is entitled pursuant to the provisions of Section 8. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of such Shares as of the close of business on the date of the surrender of debtthe Warrant and payment of the Warrant Price, preferred equity securities as aforesaid, notwithstanding that the certificates representing such Shares shall not actually have been delivered or Common Stock that the stock and warrant transfer books of the Company having shall then be closed. A Warrant shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part and, in the event that the certificate evidencing the Warrant is exercised with respect to less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall be issued by the Company. Notwithstanding anything herein to the contrary, the Warrantholders may, at their option, at any time during the period commencing on the Exercisability Date and ending on the Termination Date, exchange the Warrants, in whole or in part (a "Warrant Exchange"), into the number of Shares determined in accordance with this paragraph, by surrendering the certificate evidencing the Warrant to be exchanged at the principal amountexecutive office of the Company or at the office of its stock transfer agent, liquidation preferenceaccompanied by a notice stating such Warrantholder's intent to effect such exchange, or current market pricethe number of Shares to be exchanged and the date on which the Warrantholder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant certificate of like tenor evidencing the balance of the Shares remaining subject to this Agreement, shall be issued as of the case may beExchange Date and delivered to the Warrantholder within 10 business days following the Exchange Date. In connection with any Warrant Exchange, this Agreement shall represent the right to subscribe for and acquire the number of Shares (rounded to the next highest integer) equal to the aggregate Warrant Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt, preferred equity securities, or Common Stock in cash at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; the number of Shares specified by the Warrantholder in its Notice of Exchange (the "Total Number") less (ii) the date when a Change number of Control Notice Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Warrant Price by (B) the Current Market Price (as defined in Section 7.48.1) is given; (iii) of a share of Common Stock as at the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such dateExchange Date.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder shall have the right, at any time during the period commencing at 9:00 a.m. New York, New York time, on March 12, 1999 (the "Exercisability Date" (hereinafter defined), and ending at 5:00 p.m., New York, New York time, on December 2631, 2006 2007 (the "Termination Date"), to purchase from the Company up to the number of Shares which the Holder may at the time be entitled to purchase pursuant to this Agreement and the portion of the Warrant (or certificate therefor) then held by it, upon surrender to the Company, at its principal office in Dallas, Texas, of the certificate evidencing the portion of the Warrant to be exercised together with the purchase form duly filled in and signed, and upon payment to the Company of the portion of the Warrant Price, as defined in and determined in accordance with the provisions of Sections 6 and 7 hereof, allocable to the number of Shares with respect to which such portion of the Warrant is then exercised. Payment of the Warrant Price shall be made (i) in cash, by cashier's check or by wire transfer or (ii) through the surrender of debt, preferred equity securities or Common Stock of the Company having a principal amount, liquidation preference, or current market price, as the case may be, equal to the aggregate Warrant Price to be paid (to the extent then due and payable, the Company will pay the accrued interest or dividends on such surrendered debt, preferred equity securities, or Common Stock in cash at the time of surrender notwithstanding and, if not due and payable at the stated terms thereoftime of surrender, the Company will issue a like debt instrument or preferred equity securities in the amount of such accrued interest or dividend, as the case may be) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. (b) The holder of the Warrant may also exercise the Warrant in a "cashless" or "net-issue" exercise by delivery to the Company of (a) the written notice described in Section 3(a) above, (b) the Warrant and (c) written notice that the holder elects to make payment of the Warrant Price, in full or in part, by surrender of its right to purchase certain shares of Common Stock pursuant to the Warrant. For purposes of this Section 33(b), the "Exercisability Date" shall mean the earliest to occur value of the following dates: surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) December 27, 1999; the current market price per share of Common Stock minus (ii) the date when then Warrant Price per share of Common Stock. If the determination of current market price per share of Common Stock is to be made for a Change "cashless" or "net-issue" exercise in connection with an initial public offering of Control Notice (as defined in Section 7.4) is given; (iii) Common Stock, the date that certain Consulting and Strategic Services Agreement dated December 27current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, 1996 discounts or expenses paid or incurred by and between the Company in connection with such offering. Otherwise, the current market price shall be determined in accordance with the provisions of Section 7.1(f) hereof. (c) Upon such surrender of the Warrant (or certificate therefor) and EUF Xxxxxx X.X. is terminated (with payment of such Warrant Price as aforesaid, or without cause); after "cashless" or (iv) the date upon which a registered public offering under the Securities Act of 1933"net issue" exercise, as amended, of equity interests in the Company is made pursuant shall, within five (5) business days, issue and cause to a registration statement on Form S-1 be delivered to or a successor formupon the written order of the Holder, but and in no event earlier than June 27such name or names as the Holder may designate, 1998 in the event such offering occurs prior to such date.certificate or certificates for the

Term of Warrants; Exercise of Warrants. (a) Each Warrant entitles the Holder thereof to purchase one share of Common Stock subject to adjustment in accordance with Section 9 hereof at any time from 9:00 A.M., Los Angeles time, on July 13, 1992 until 5:00 P.M., Los Angeles time, on July 13, 1997 (the "Expiration Date") at a purchase price of $7.30 per share (the "Warrant Price"). (b) The Warrant Price and the number of shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 9 of this Agreement. Subject to the terms provisions of this Agreement, the each Holder shall have the right, at any time during the period commencing on the "Exercisability Date" (hereinafter defined), and ending at 5:00 p.m., New York, New York time, on December 26, 2006 (the "Termination Date")which may be exercised as expressed in such Warrants, to purchase from the Company up (and the Company shall issue and sell to such Holder) the number of Shares which the Holder may at the time be entitled to purchase pursuant to this Agreement fully paid and the portion nonassessable shares of the Warrant (or certificate therefor) then held by itCommon Stock specified in such Warrants, upon surrender to the Company, at or its principal office in Dallas, Texasduly authorized agent, of the certificate evidencing the portion of the Warrant to be exercised together such Warrants, with the purchase form on the reverse thereof duly filled in and signed, and upon payment to the Company of the portion of the Warrant Price, as defined in and determined adjusted in accordance with the provisions of Sections 6 and 7 hereofSection 9 of this Agreement, allocable to for the number of Shares with shares in respect to of which such portion of the Warrant is Warrants are then exercised. Payment of the such Warrant Price shall may be made (i) only in cash, by cashier's check certified or by wire transfer or (ii) through the official bank check. Upon such surrender of debtWarrants, preferred equity securities and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 11 of this Agreement) in such name or names as the Holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of the Company having a principal amountsuch Warrants, liquidation preference, or current market pricetogether with cash, as the case may be, equal to the aggregate Warrant Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt, preferred equity securities, or Common Stock in cash at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes 10 of this Section 3Agreement, the "Exercisability Date" in respect of any fraction of a share of such stock otherwise issuable upon such surrender. Such certificate or certificates shall mean the earliest be deemed to occur of the following dates: (i) December 27, 1999; (ii) the date when a Change of Control Notice (as defined in Section 7.4) is given; (iii) the date that certain Consulting have been issued and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant any person so designated to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such date.be named

Term of Warrants; Exercise of Warrants. Each Warrant entitles the Warrant Holder thereof to purchase one share of Common Stock at the Exercise Price at any time after August 20, 1996 (athe "Effective Date") and before 5:00 p.m., prevailing Central Time, on August 19, 2001 (the "Expiration Date"). On the Expiration Date, all rights evidenced by the Warrants shall cease and the Warrants shall become void. The period from the Effective Date to the Expiration Date is sometimes hereinafter referred to as the "Exercise Period." The Exercise Price and the Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 9 of this Agreement. Subject to the terms provisions of this Agreement, the each Warrant Holder shall have the right, at any time during the period commencing on the "Exercisability Date" (hereinafter defined), and ending at 5:00 p.m., New York, New York time, on December 26, 2006 (the "Termination Date"), which may be exercised as set forth in such Warrants to purchase from the Company up (and the Company shall issue and sell to such Warrant Holder) the number of Shares which the Holder may at the time be entitled to purchase pursuant to this Agreement fully paid and the portion nonassessable shares of the Warrant (or certificate therefor) then held by itCommon Stock specified in such Warrant, upon surrender to the Company, at or its principal office in Dallas, Texasduly authorized agent, of the certificate evidencing the portion of the Warrant to be exercised together such Warrants, with the form of election to purchase form attached thereto duly filled in completed and signed, and upon payment to the Company of the portion of the Warrant Exercise Price, as defined in and determined adjusted in accordance with the provisions of Sections 6 and 7 hereofSection 9 of this Agreement, allocable to for the number of Warrant Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. Payment of such Exercise Price may be made in cash or by check payable to the order of the Company. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Price Holder and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 12 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 11 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be made (i) in cash, by cashier's check or by wire transfer or (ii) through deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of debtWarrants and payment of the Exercise Price as aforesaid; provided, preferred equity securities or however, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares shall be issuable as of the Company having a principal amount, liquidation preference, or current market price, as the case may be, equal to the aggregate Warrant Price to next succeeding date on which such books shall be paid (opened and until such date the Company will pay shall be under no duty to deliver any certificate for such Warrant Shares; provide, further, that the accrued interest or dividends on such surrendered debttransfer books, preferred equity securitiesunless otherwise required by law, or Common Stock in cash shall not be closed at the any one time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; (ii) the date when for a Change of Control Notice (as defined in Section 7.4) is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier period longer than June 27, 1998 in the event such offering occurs prior to such date20 days.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Each Holder shall have the right, which may be exercised beginning at any time during the period commencing 12:00 a.m. on the "Exercisability Date" (hereinafter defined)January 25, 1996, and ending expiring at 5:00 11:59 p.m., New YorkFlorida time on January 31, New York time, on December 26, 2006 (the "Termination Date")1999, to purchase from the Company up to the number of fully paid and non-assessable Shares to which the Holder may at the time be entitled to purchase pursuant to such Warrants, subject to the conditions set forth in this Agreement and paragraph, on surrender to the portion Company at the principal office in the city of Clearwater, Florida of the Warrant (or certificate therefor) then held by it, upon surrender to the Company, at its principal office in Dallas, Texas, of the certificate evidencing the portion of the Warrant to be exercised together Agent with the form of election to purchase form on the reverse thereof duly filled in completed and signed, and upon on payment to the Warrant Agent for the account of the Company of the portion of the Warrant Price, Price as defined in and determined in accordance with the provisions of Sections 6 9 and 7 10 hereof, allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. Payment of the Warrant Price shall be made (i) in cash, cash or by cashier's check check. Subject to subsections 5.1 and 5.2 of this section, on such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or by wire transfer on the written order of the Holder and in such name or (ii) through names as the Holder may designate, a certificate or certificates for the number of full Shares so purchased on the exercise of such Warrants. No fractional Shares shall be issuable on such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of Record of such Shares as of the date of the surrender of debtsuch Warrants and payment of the Warrant Price, preferred equity securities as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Warrant Price, the transfer books for the Shares or Common Stock other class of stock purchasable on the exercise of such Warrants shall be closed, the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after expiration of the exercise period) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided further, however, the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 60 days. The right of purchase represented by the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time-to-time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants will be issued for the remaining number of Shares, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this section and of Section 3 hereof and the Company, whether required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company having a principal amount, liquidation preference, or current market price, as the case may be, equal to the aggregate Warrant Price to be paid (the Company will pay the accrued interest or dividends on for such surrendered debt, preferred equity securities, or Common Stock in cash at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; (ii) the date when a Change of Control Notice (as defined in Section 7.4) is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such datepurpose.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific time, on the "Exercisability Date" applicable Vesting Date (hereinafter definedas defined in Section 7.1 below), and ending at 5:00 p.m., New York, New York Pacific time, on December 26October 23, 2006 2003 (the "Termination Date"unless earlier terminated in accordance herewith), to purchase from the Company up (and the Company shall issue and sell to such Warrantholder) any or all of the number of Shares underlying the Warrants which the Holder may at the time be entitled to purchase pursuant to this Agreement and the portion of the Warrant (or certificate therefor) then held by ithave vested as provided in Section 7.1 below, upon surrender to the Company, Company at its principal office in Dallasoffice, Texasor upon surrender to any transfer agent designated by the Company for such purposes, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form attached thereto duly filled in and signed, with signatures guaranteed, and upon payment to the Company of the portion per share purchase price of $0.90 (the "Warrant Price"), subject to adjustment as defined provided in and determined in accordance with the provisions of Sections 6 and 7 hereofSection 8, allocable to for the number of Shares with in respect to of which such portion of the Warrant is then exercised, but in no event for less than 500 Shares (unless less than an aggregate of 500 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). Payment of the aggregate Warrant Price shall be made (i) in cash, cash or by cashier's cashiers or certified check or bank draft. In lieu of such payment, Warrantholder shall be entitled to receive, without the payment by wire transfer the Warrantholder of any additional consideration, shares of Common Stock equal to the value of this Warrant or (ii) through any portion hereof by the surrender of debtthis Warrant or such portion to the company, preferred equity securities or with the net issue election notice attached hereto as Exhibit B duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Warrantholder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: Where: X= the number of shares of Common Stock to be issued to the Company having a principal amount, liquidation preference, or current Warrant holder. Y= the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made. A= the fair market pricevalue of one share of Common stock, as the case may bedetermined below, equal to the aggregate Warrant Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt, preferred equity securities, or Common Stock in cash as at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; (ii) the date when a Change of Control Notice (as defined in Section 7.4) net issue election is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such datemade.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific time, on the "Exercisability Date" applicable Vesting Date (hereinafter definedas defined in Section 7.1 below), and ending at 5:00 p.m., New York, New York Pacific time, on December 26September 4, 2006 2003 (the "Termination Date"unless earlier terminated in accordance herewith), to purchase from the Company up (and the Company shall issue and sell to such Warrantholder) any or all of the number of Shares underlying the Warrants which the Holder may at the time be entitled to purchase pursuant to this Agreement and the portion of the Warrant (or certificate therefor) then held by ithave vested as provided in Section 7.1 below, upon surrender to the Company, Company at its principal office in Dallasoffice, Texasor upon surrender to any transfer agent designated by the Company for such purposes, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form attached thereto duly filled in and signed, with signatures guaranteed, and upon payment to the Company of the portion per share purchase price of $0.31 (the "Warrant Price"), subject to adjustment as defined provided in and determined in accordance with the provisions of Sections 6 and 7 hereofSection 8, allocable to for the number of Shares with in respect to of which such portion of the Warrant is then exercised, but in no event for less than 500 Shares (unless less than an aggregate of 500 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). Payment of the aggregate Warrant Price shall be made (i) in cash, cash or by cashier's cashiers or certified check or bank draft. In lieu of such payment, Warrantholder shall be entitled to receive, without the payment by wire transfer the Warrantholder of any additional consideration, shares of Common Stock equal to the value of this Warrant or (ii) through any portion hereof by the surrender of debtthis Warrant or such portion to the company, preferred equity securities or with the net issue election notice attached hereto as Exhibit B duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Warrantholder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: (A-B) X=Y ------ A Where: X= the number of shares of Common Stock to be issued to the Company having a principal amount, liquidation preference, or current Warrant holder. Y= the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made. A= the fair market pricevalue of one share of Common stock, as the case may bedetermined below, equal to the aggregate Warrant Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt, preferred equity securities, or Common Stock in cash as at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; (ii) the date when a Change of Control Notice (as defined in Section 7.4) net issue election is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such datemade.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific time, on the "Exercisability Date" Vesting Date (hereinafter definedas defined in Section 7.1 below), and ending at 5:00 p.m., New York, New York Pacific time, on December 26October 31, 2006 2001 (the "Termination Date"unless earlier terminated in accordance herewith), to purchase from the Company up (and the Company shall issue and sell to such Warrantholder) any or all of the number of Shares which underlying the Holder may at the time be entitled to purchase pursuant to this Agreement and the portion of the Warrant (or certificate therefor) then held by itWarrants, upon surrender to the Company, Company at its principal office in Dallasoffice, Texasor upon surrender to any transfer agent designated by the Company for such purposes, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form attached thereto duly filled in and signed, with signatures guaranteed, and upon payment to the Company of the portion per share purchase price of $3.125 (the "Warrant Price"), subject to adjustment as provided in Section 8, for the number of Shares in respect of which such Warrant is then exercised, but in no event for less than 500 Shares (unless less than an aggregate of 500 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). Payment of the aggregate Warrant Price shall be made in cash or by certified check or bank draft. Upon such surrender of the Warrants and payment of such Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder and in the name of the Warrantholder a certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cash, as provided in Section 9 hereof, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and the Warrantholder shall be deemed to have become a holder of record of such securities as of the date of surrender of the Warrants and payment of the Warrant Price, as defined aforesaid, notwithstanding that the certificate or certificates representing such securities shall not actually have been delivered or that the stock transfer book of the Company shall then be closed. The Warrants shall be exercisable, at the election of the Warrantholder, either in and determined full or from time to time in accordance with part and, in the provisions event that a certificate evidencing the Warrants is exercised in respect of Sections 6 and 7 hereof, allocable less than all of the Shares specified therein at any time prior to the number of Shares with respect to which such termination date, a new certificate evidencing the remaining portion of the Warrants will be issued by the Company. Upon the exercise of a Warrant at a time when there is then exercised. Payment not in effect under the Act a registration statement relating to the Shares issuable upon exercise thereof and available for delivery to the Warrantholder a prospectus meeting the requirements of Section 10(a)(3) of the Warrant Price Act, the Warrantholder shall represent and warrant in writing to the Company that the Shares purchased are being acquired for investment and not with a view to the distribution thereof. No Shares shall be made (i) in cashissuable upon the exercise of any Warrant unless and until any then applicable requirements of the Securities and Exchange Commission, by cashier's check the California Corporations Commissioner, or by wire transfer or (ii) through the surrender other regulatory agencies having jurisdiction, and of debt, preferred equity securities or Common Stock any exchanges upon which common stock of the Company having a principal amountmay be listed, liquidation preference, or current market price, as the case may be, equal to the aggregate Warrant Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt, preferred equity securities, or Common Stock shall have been complied with in cash at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; (ii) the date when a Change of Control Notice (as defined in Section 7.4) is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such datefull.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Each Holder shall have the right, which may be exercised beginning at any time during the period commencing 12:00 a.m. on the "Exercisability Date" (hereinafter defined)October 5, 1996, and ending expiring at 5:00 11:59 p.m., New YorkFlorida time on September 30, New York time, on December 26, 2006 (the "Termination Date")2001, to purchase from the Company up to the number of fully paid and non-assessable Shares to which the Holder may at the time be entitled to purchase pursuant to such Warrants, subject to the conditions set forth in this Agreement and paragraph, on surrender to the portion Company at the principal office in the City of Clearwater, State of Florida of the Warrant (or certificate therefor) then held by it, upon surrender to the Company, at its principal office in Dallas, Texas, of the certificate evidencing the portion of the Warrant to be exercised together Agent with the form of election to purchase form on the reverse thereof duly filled in completed and signed, and upon on payment to the Warrant Agent for the account of the Company of the portion of the Warrant Price, Price as defined in and determined in accordance with the provisions of Sections 6 9 and 7 10 hereof, allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. Payment of the Warrant Price shall be made (i) in cash, cash or by cashier's check check. Subject to subsections 5.1 and 5.2 of this section, on such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or by wire transfer on the written order of the Holder and in such name or (ii) through names as the Holder may designate, a certificate or certificates for the number of full Shares so purchased on the exercise of such Warrants. No fractional Shares shall be issuable on such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of Record of such Shares as of the date of the surrender of debtsuch Warrants and payment of the Warrant Price, preferred equity securities as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Warrant Price, the transfer books for the Shares or Common Stock other class of stock purchasable on the exercise of such Warrants shall be closed, the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after expiration of the exercise period) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided further, however, the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 60 days. The right of purchase represented by the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time-to-time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants will be issued for the remaining number of Shares, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this section and of Section 3 hereof and the Company, whether required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company having a principal amount, liquidation preference, or current market price, as the case may be, equal to the aggregate Warrant Price to be paid (the Company will pay the accrued interest or dividends on for such surrendered debt, preferred equity securities, or Common Stock in cash at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; (ii) the date when a Change of Control Notice (as defined in Section 7.4) is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such datepurpose.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Each Holder shall have the right, which may be exercised beginning at any time during the period commencing 12:00 a.m. on the "Exercisability Date" (hereinafter defined)December 29, 1995, and ending expiring at 5:00 11:59 p.m., New York, New York time, Florida time on December 2631, 2006 (the "Termination Date")1997, to purchase from the Company up to the number of fully paid and non-assessable Shares to which the Holder may at the time be entitled to purchase pursuant to such Warrants, subject to the conditions set forth in this Agreement and paragraph, on surrender to the portion Company at the principal office in the City of Clearwater, State of Florida of the Warrant (or certificate therefor) then held by it, upon surrender to the Company, at its principal office in Dallas, Texas, of the certificate evidencing the portion of the Warrant to be exercised together Agent with the form of election to purchase form on the reverse thereof duly filled in completed and signed, and upon on payment to the Warrant Agent for the account of the Company of the portion of the Warrant Price, Price as defined in and determined in accordance with the provisions of Sections 6 9 and 7 10 hereof, allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. Payment of the Warrant Price shall be made (i) in cash, cash or by cashier's check check. Subject to subsections 5.1 and 5.2 of this section, on such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or by wire transfer on the written order of the Holder and in such name or (ii) through names as the Holder may designate, a certificate or certificates for the number of full Shares so purchased on the exercise of such Warrants. No fractional Shares shall be issuable on such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of Record of such Shares as of the date of the surrender of debtsuch Warrants and payment of the Warrant Price, preferred equity securities as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Warrant Price, the transfer books for the Shares or Common Stock other class of stock purchasable on the exercise of such Warrants shall be closed, the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after expiration of the exercise period) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided further, however, the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 60 days. The right of purchase represented by the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time-to-time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants will be issued for the remaining number of Shares, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this section and of Section 3 hereof and the Company, whether required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company having a principal amount, liquidation preference, or current market price, as the case may be, equal to the aggregate Warrant Price to be paid (the Company will pay the accrued interest or dividends on for such surrendered debt, preferred equity securities, or Common Stock in cash at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; (ii) the date when a Change of Control Notice (as defined in Section 7.4) is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such datepurpose.

Term of Warrants; Exercise of Warrants. The Placement Agent is hereby granted that number of warrants equal to ten percent (a10%) of the aggregate gross proceeds raised in the Placement divided by the average closing bid price of the Common Stock (the "Closing Date Average") as calculated over the five (5) trading day period ending on the Closing Date, at any time from the first anniversary of the Closing Date until 5:00 p.m., Los Angeles time, on December , 1999. Each Warrant entitles the registered ----- owner thereof to purchase one Share at a purchase price equal to two hundred percent (200%) of the Closing Date Average, but in no event less than $3.00 per share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price"). The Exercise Price and the Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the terms provisions of this Agreement, the each Holder shall have the right, at any time during the period commencing on the "Exercisability Date" (hereinafter defined), and ending at 5:00 p.m., New York, New York time, on December 26, 2006 (the "Termination Date")which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares of Common Stock (rounded up to the number of Shares which the Holder may at the time be entitled to purchase pursuant to this Agreement and the portion of the Warrant (or certificate therefornearest full share) then held by itspecified in such Warrants, upon surrender to the Company, at or its principal office in Dallas, Texasduly authorized agent, of the certificate evidencing the portion of the Warrant to be exercised together such Warrants, with the form of election to purchase form attached thereto duly filled in completed and signed, with signatures guaranteed by a member firm of a nationalsecurities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the portion of the Warrant Exercise Price, as defined in and determined adjusted in accordance with the provisions of Sections 6 and 7 hereofSection 8 of this Agreement, allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. Payment of such Exercise Price may be made in cash or by certified check or official bank check payable to the Warrant Price order of the Company. No adjustment shall be made (i) for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in cashsuch name or names as such Holder may designate, by cashier's check a certificate or by wire transfer certificates for the number of full Shares so purchased upon the exercise of such Warrants. Such certificate or (ii) through certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of debtWarrants and payment of the Exercise Price as aforesaid; provided, preferred equity securities or however, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the Company having a principal amount, liquidation preference, or current market price, as the case may be, equal to the aggregate Warrant Price to date on which such books shall next be paid (opened and until such date the Company will pay shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the accrued interest transfer books or dividends on such surrendered debtrecord, preferred equity securitiesunless otherwise required by law, or Common Stock in cash shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur election of the following dates: (iHolder(s) December 27thereof, 1999; (ii) the date when a Change of Control Notice (as defined either in Section 7.4) is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27full or from time to time in part and, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such offering occurs prior to such dateexercise, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder shall have the right, at any time during the period commencing at 9:00 a.m. New York, New York time, on May 31, 2001 (the "Exercisability Date" (hereinafter defined), and ending at 5:00 p.m., New York, New York time, on December 2631, 2006 2007 (the "Termination Date"), to purchase from the Company up to the number of Shares which the Holder may at the time be entitled to purchase pursuant to this Agreement and the portion of the Warrant (or certificate therefor) then held by it, upon surrender to the Company, at its principal office in Dallas, Texas, of the certificate evidencing the portion of the Warrant to be exercised together with the purchase form duly filled in and signed, and upon payment to the Company of the portion of the Warrant Price, as defined in and determined in accordance with the provisions of Sections 6 and 7 hereof, allocable to the number of Shares with respect to which such portion of the Warrant is then exercised. Payment of the Warrant Price shall be made (i) in cash, by cashier's check or by wire transfer or (ii) through the surrender of debt, preferred equity securities or Common Stock of the Company having a principal amount, liquidation preference, or current market price, as the case may be, equal to the aggregate Warrant Price to be paid (to the extent then due and payable, the Company will pay the accrued interest or dividends on such surrendered debt, preferred equity securities, or Common Stock in cash at the time of surrender notwithstanding and, if not due and payable at the stated terms thereoftime of surrender, the Company will issue a like debt instrument or preferred equity securities in the amount of such accrued interest or dividend, as the case may be) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; (ii) the date when a Change of Control Notice (as defined in Section 7.4) is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such date.

Term of Warrants; Exercise of Warrants. The Placement Agent is hereby granted 100,000 First Warrants and 100,000 Second Warrants. Each First Warrant entitles the registered owner thereof to purchase one Share at a purchase price of $2.40 per share and each Second Warrant entitles the registered owner thereof to purchase one Share at a purchase price equal to the lesser of (ai) $3.00 per share or (ii) the lowest conversion price of the Convertible Notes issued by the Company on August 13, 1997 (the purchase price with respect to each specific exercise of Second Warrants shall be determined based on all conversions of Convertible Notes occurring prior to the date of that exercise)(as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price"). The Exercise Price and the Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the terms provisions of this Agreement, the each Holder shall have the right, at any time during the which may be exercised for a period commencing on the "Exercisability Date" (hereinafter defined)date on which a registration statement covering the Shares is declared effective by the Securities and Exchange Commission, and ending at 5:00 p.m.on February 12, New York2002 with respect to First Warrants and August 20, New York time, on December 26, 2006 (the "Termination Date")2000 with respect to Second Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable shares (rounded up to the number of Shares which the Holder may at the time be entitled to purchase pursuant to this Agreement and the portion of the Warrant (or certificate therefornearest full share) then held by itspecified in such Warrants, upon surrender to the Company, at or its principal office in Dallas, Texasduly authorized agent, of the certificate evidencing the portion of the Warrant to be exercised together such Warrants, with the purchase form of Election to Purchase attached thereto duly filled in completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the portion of the Warrant Exercise Price, as defined in and determined adjusted in accordance with the provisions of Sections 6 and 7 hereofSection 8 of this Agreement, allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. Payment of such Exercise Price may be made in cash or by certified check or official bank check payable to the Warrant Price order of the Company. No adjustment shall be made (i) for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in cashsuch name or names as such Holder may designate, by cashier's check a certificate or by wire transfer certificates for the number of full Shares so purchased upon the exercise of such Warrants. Such certificate or (ii) through certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of debtWarrants and payment of the Exercise Price as aforesaid; provided, preferred equity securities or however, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the Company having a principal amount, liquidation preference, or current market price, as the case may be, equal to the aggregate Warrant Price to date on which such books shall next be paid (opened and until such date the Company will pay shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the accrued interest or dividends on such surrendered debttransfer books of record, preferred equity securitiesunless otherwise required by law, or Common Stock in cash shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur election of the following dates: (iHolder(s) December 27thereof, 1999; (ii) the date when a Change of Control Notice (as defined either in Section 7.4) is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27full or from time to time in part and, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such offering occurs prior to such dateexercise, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Each Holder shall have the right, which may be exercised beginning at any time during the period commencing 12:00 a.m. on the "Exercisability Date" (hereinafter defined)April 1, 1996, and ending expiring at 5:00 11:59 p.m., New YorkFlorida time on June 30, New York time, on December 26, 2006 (the "Termination Date")1998, to purchase from the Company up to the number of fully paid and non-assessable Shares to which the Holder may at the time be entitled to purchase pursuant to such Warrants, subject to the conditions set forth in this Agreement and paragraph, on surrender to the portion Company at the principal office in the City of Clearwater, State of Florida of the Warrant (or certificate therefor) then held by it, upon surrender to the Company, at its principal office in Dallas, Texas, of the certificate evidencing the portion of the Warrant to be exercised together Agent with the form of election to purchase form on the reverse thereof duly filled in completed and signed, and upon on payment to the Warrant Agent for the account of the Company of the portion of the Warrant Price, Price as defined in and determined in accordance with the provisions of Sections 6 9 and 7 10 hereof, allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. Payment of the Warrant Price shall be made (i) in cash, cash or by cashier's check check. Subject to subsections 5.1 and 5.2 of this section, on such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or by wire transfer on the written order of the Holder and in such name or (ii) through names as the Holder may designate, a certificate or certificates for the number of full Shares so purchased on the exercise of such Warrants. No fractional Shares shall be issuable on such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of Record of such Shares as of the date of the surrender of debtsuch Warrants and payment of the Warrant Price, preferred equity securities as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Warrant Price, the transfer books for the Shares or Common Stock other class of stock purchasable on the exercise of such Warrants shall be closed, the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after expiration of the exercise period) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided further, however, the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 60 days. The right of purchase represented by the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time-to-time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants will be issued for the remaining number of Shares, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this section and of Section 3 hereof and the Company, whether required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company having a principal amount, liquidation preference, or current market price, as the case may be, equal to the aggregate Warrant Price to be paid (the Company will pay the accrued interest or dividends on for such surrendered debt, preferred equity securities, or Common Stock in cash at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; (ii) the date when a Change of Control Notice (as defined in Section 7.4) is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such datepurpose.

Term of Warrants; Exercise of Warrants. Each Underwriter Warrant entitles the registered owner thereof to purchase one Share at a purchase price equal to 120% of the public offering price per Share (athe "Exercise Price") for a period of four years beginning six months from the Effective Date of the Registration Statement (the "Warrant Expiration Date"). Notwithstanding the foregoing, if at 5:00 p.m. E.T. on the Warrant Expiration Date, any Holder or Holders of the Underwriter Warrants have not exercised their Underwriter Warrants and the "current market price" (as such term is defined in Section 8(d) below) for the Common Shares on the Warrant Expiration Date is greater than the Exercise Price, then each such unexercised Underwriter Warrant shall automatically be converted into a number of Common Shares equal to: the number of Common Shares then issuable upon exercise of an Underwriter Warrant, multiplied by a fraction, the numerator of which is the difference between (A) the "current market price" for Common Shares on the Warrant Expiration Date; and (B) the Exercise Price, and the denominator of which is the "current market price" on the Warrant Expiration Date. Prior to the Warrant Expiration Date, the Company will not take any action which would terminate the Underwriter Warrants. The Exercise Price and the Shares issuable upon exercise of the Underwriter Warrants are subject to adjustment upon the occurrence of certain events pursuant to the provisions of Section 8 of this Agreement. Subject to the terms provisions of this Agreement, the each Holder shall have the right, at any time during the period commencing on the "Exercisability Date" (hereinafter defined), and ending at 5:00 p.m., New York, New York time, on December 26, 2006 (the "Termination Date")which may be exercised as set forth in such Underwriter Warrants, to purchase from the Company up (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Common Shares which the Holder may at the time be entitled to purchase pursuant to this Agreement and the portion of the Warrant (or certificate therefor) then held by itspecified in such Underwriter Warrants, upon surrender to the Company, at or its principal office in Dallas, Texasduly authorized agent, of the certificate evidencing the portion of the Warrant to be exercised together such Underwriter Warrants with the form of election to purchase form attached thereto duly filled in completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank or trust company located in the United States or a member of the NASD and upon payment to the Company of the portion of the Warrant Exercise Price, as defined in and determined adjusted in accordance with the provisions of Sections 6 Section 8 of this Agreement, for the number of Shares in respect of which such Underwriter Warrants are then exercised. Payment of such Exercise Price may be made at the Holder's election (i) by certified or official bank check; (ii) in the event that the Holder holds Common Shares of the Company and 7 hereofsuch Common Shares are listed on a domestic stock exchange or quoted in the domestic over-the-counter market, allocable by transferring to the Company an amount of such Common Shares which, when multiplied by, the current market price of the Common Shares at the time of exercise of such Underwriter Warrant, equals the aggregate amount of the consideration payable upon such exercise; (iii) by surrendering to the Company the right to receive a portion of the number of Shares with respect to which such portion of the Underwriter Warrant is then exercised. Payment of the Warrant Price shall be made (i) in cash, by cashier's check or by wire transfer or (ii) through the surrender of debt, preferred equity securities or Common Stock of the Company having a principal amount, liquidation preference, or current market price, as the case may be, being exercised equal to the aggregate Warrant product obtained by multiplying such number of Shares by a fraction, the numerator of which is the Exercise Price to be paid (in effect on the Company will pay date of such exercise and the accrued interest or dividends denominator of which is the current market price of the Common Shares in effect on such surrendered debt, preferred equity securities, or Common Stock in cash at the time of surrender notwithstanding the stated terms thereof) date; or (iiiiv) through "cashless" or "net-issue" exercise provided in Section 3(b) belowby a combination of the foregoing methods of payment selected by the Holder. For purposes of this Section 3paragraph, the "Exercisability Date" shall mean the earliest to occur current market price of the following dates: Common Shares shall be calculated either (ia) December 27on the date which the form of election to purchase attached hereto is deemed to have been sent to the Company pursuant to Section 12 of this Agreement ("Notice Date") or (b) as the average of the last reported sale price for each of the five trading days preceding the Notice Date, 1999; whichever of (a) or (b) is greater. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the provisions of clause (ii) the date when a Change of Control Notice (as defined in Section 7.4) is given; or clause (iii) of the date that certain Consulting preceding sentence, such exercise shall be accompanied by written notice from the Holder specifying the manner of payment thereof, and Strategic Services Agreement dated December 27in the case of clause (ii), 1996 by and between stating the amount of Common Shares of the Company to be applied to such payment, and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the case of clause (iii), containing a calculation showing the number of Shares with respect to which rights are being surrendered thereunder and the net number of Shares to be issued after giving effect to such surrender. No adjustment shall be made for any dividends on any Shares issuable upon exercise of an Underwriter Warrant. Upon each surrender of Underwriter Warrants and payment of the Exercise Price as aforesaid, the Company is made pursuant shall issue and cause to a registration statement on Form S-1 or a successor formbe delivered with all reasonable dispatch, but in no event earlier later than June 27three business days from the Notice Date, 1998 to or upon the written order of the Holder of such Underwriter Warrants and in such name or names as such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Underwriter Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of Underwriter Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Underwriter Warrants and payment of such Exercise Price, the transfer books for the Common Shares or other class of securities issuable upon the exercise of such Underwriter Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Underwriter Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that any Underwriter Warrant is exercised in respect of less than all of the Shares issuable upon such offering occurs exercise at any time prior to such datethe Warrant Expiration Date, a new Underwriter Warrant or Underwriter Warrants will be issued for the remaining number of Shares specified in the Underwriter Warrant so surrendered.

Term of Warrants; Exercise of Warrants. (a) Subject Upon the terms and subject to the terms of conditions set forth in this AgreementAgreement and the Warrant Certificates, the Holder shall have the rightright from and after 5:00 p.m. on October 21, at any time during the period commencing on the "Exercisability Date" (hereinafter defined), 1997 and ending at until 5:00 p.m., New York, New York City time, on December 26October 21, 2006 2001 (the "Termination DateExpiration Time"), ) to purchase receive from the Company up to the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to purchase pursuant receive on exercise of such Warrants and payment of the Exercise Price (as defined herein) then in effect for such Warrant Shares. Each Warrant not exercised prior to the Expiration Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement and the portion Warrant Certificates shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant (or certificate therefor) then held by it, may be exercised upon surrender to the Company, Company at its the principal office in Dallas, Texas, executive offices of the Company of the certificate or certificates evidencing the portion of the Warrant Warrants to be exercised together with the form of election to purchase form on the reverse thereof duly filled in and signed, signed and upon payment to the Company of the portion exercise price (the "Exercise Price") set forth in the form of Warrant Certificate attached hereto as Exhibit A, as adjusted as provided herein, for each of the Warrant Price, as defined Shares in and determined in accordance with the provisions respect of Sections 6 and 7 hereof, allocable to the number of Shares with respect to which such portion of the a Warrant is then exercised. Payment of the Warrant aggregate Exercise Price shall be made (i) in cash, by cashier's check cash or by wire transfer certified or (ii) through official bank check to the surrender of debt, preferred equity securities or Common Stock order of the Company Company, or, in the alternative, the Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a principal amount, liquidation preference, or current fair market price, as the case may be, value equal to the aggregate Warrant Exercise Price to be that would otherwise have been paid (by the Company will pay the accrued interest or dividends on such surrendered debt, preferred equity securities, or Common Stock in cash at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) belowHolder. For purposes of this the foregoing sentence, "fair market value" of the Warrant Shares shall be the current market price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures set forth in Section 38(f). Upon such surrender of Warrants and payment of the Exercise Price, the "Exercisability Date" Company shall mean issue and cause to be delivered with all reasonable dispatch to or upon the earliest to occur written order of the following dates: (i) December 27Holder, 1999; (ii) and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 9. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date when a Change of Control Notice (as defined the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the Holder, either in Section 7.4) is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27full or from time to time in part, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933and, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event that a Warrant Certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such offering occurs exercise at any time prior to such datethe Expiration Time, the Company shall issue to the Holder a new Warrant Certificate or Warrant Certificates evidencing the remaining Warrant or Warrants. The Company shall pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares upon the exercise of Warrants.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder a Warrantholder shall have the right, at any time during the period commencing on the "Exercisability Date" (hereinafter defined), Date and ending at 5:00 p.m., New York, New York time, on December 26, 2006 (the "Termination Date"), to purchase from the Company up to the number of Shares which the Holder Warrantholder may at the time be entitled to purchase pursuant to this Agreement and the portion of the Warrant (or certificate therefor) then held by itAgreement, upon surrender to the Company, at its principal office in DallasRye, TexasNew York, USA, of the certificate evidencing the portion of the Warrant to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, and upon payment to the Company of the portion of the Warrant Price, Price (as defined in and determined in accordance with the provisions of Sections 6 7 and 7 8 hereof), allocable to for the number of Shares with respect to which such portion of the Warrant is then exercised. Payment Except as otherwise provided in this Agreement, payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's check or by wire transfer transfer. Notwithstanding any other provision of this Agreement to the contrary, no Warrant shall be exercised, in whole or in part, for an amount of Shares that is less than 50,000 or the remaining Shares that such Warrantholder is then able to purchase upon exercise of the Warrant. Upon such surrender of the Warrant and payment of such Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch (iiand, in any event, no later than 10 business days from the date of such surrender and payment) through to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cash, as provided in Section 9 hereof with respect to any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Warrantholder is entitled pursuant to the provisions of Section 8. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of such Shares as of the close of business on the date of the surrender of debtthe Warrant and payment of the Warrant Price, preferred equity securities as aforesaid, notwithstanding that the certificates representing such Shares shall not actually have been delivered or Common Stock that the stock and warrant transfer books of the Company having shall then be closed. A Warrant shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part and, in the event that the certificate evidencing the Warrant is exercised with respect to less than all of the Shares Notwithstanding anything herein to the contrary, the Warrantholders may, at their option, at any time during the period commencing on the Exercisability Date and ending on the Termination Date, exchange the Warrants, in whole or in part (a "Warrant Exchange"), into the number of Shares determined in accordance with this paragraph, by surrendering the certificate evidencing the Warrant to be exchanged at the principal amountexecutive office of the Company or at the office of its stock transfer agent, liquidation preferenceaccompanied by a notice stating such Warrantholder's intent to effect such exchange, or current market pricethe number of Shares to be exchanged and the date on which the Warrantholder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant certificate of like tenor evidencing the balance of the Shares remaining subject to this Agreement, shall be issued as of the case may beExchange Date and delivered to the Warrantholder within 10 business days following the Exchange Date. In connection with any Warrant Exchange, this Agreement shall represent the right to subscribe for and acquire the number of Shares (rounded to the next highest integer) equal to the aggregate Warrant Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt, preferred equity securities, or Common Stock in cash at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; the number of Shares specified by the Warrantholder in its Notice of Exchange (the "Total Number") less (ii) the date when a Change number of Control Notice Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Warrant Price by (B) the Current Market Price (as defined in Section 7.48.1) is given; (iii) of a share of Common Stock as at the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such dateExchange Date.

Term of Warrants; Exercise of Warrants. Each Warrant entitles the Warrant Holder thereof to purchase 106.3 shares of Common Stock at the Exercise Price at any tune after November 30, 1995 (athe "Effective Date") and before 5:00 p.m., prevailing Central Time, on November 30, 2004 (the "Expiration Date"). On the Expiration Date, all rights evidenced by the Warrants shall cease and the Warrants shall become void. The period from the Effective Date to the Expiration Date is sometimes hereinafter referred to as the "Exercise Period." The Exercise Price and the Warrant Shares issuable upon exercise of the Warrant Shares are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 9 of this Agreement. Subject to the terms provisions of this AgreementAgreement and upon five Business Days prior written notice to the Company, the each Warrant Holder shall have the right, at any time during the period commencing on the "Exercisability Date" (hereinafter defined), and ending at 5:00 p.m., New York, New York time, on December 26, 2006 (the "Termination Date"), which may be exercised as set forth in such Warrants to purchase from the Company up (and the Company shall issue and sell to such Warrant Holder) the number of Shares which the Holder may at the time be entitled to purchase pursuant to this Agreement fully paid and the portion nonassessable shares of the Warrant (or certificate therefor) then held by itCommon Stock specified in such Warrant, upon surrender to the Company, at or its principal office in Dallas, Texasduly authorized agent, of such Warrants, with the certificate evidencing form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the portion United States or a member of the Warrant to be exercised together with the purchase form duly filled in and signedNASD, and upon payment to the Company of the portion of the Warrant Exercise Price, as defined in and determined adjusted in accordance with the provisions of Sections 6 and 7 hereofSection 9 of this Agreement, allocable to for the number of Warrant Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. Payment of such Exercise Price may be made in cash or by check payable to the order of the Company or by the surrender and delivery of Notes in an aggregate principal amount equal to the Exercise Price. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Price Holder of such Warrants and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 13 of this Agreement) in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be made (i) in cash, by cashier's check or by wire transfer or (ii) through deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of debtWarrants and payment of the Exercise Price as aforesaid; PROVIDED, preferred equity securities or HOWEVER, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares shall be issuable as of the Company having a principal amount, liquidation preference, or current market price, as the case may be, equal to the aggregate Warrant Price to next succeeding date on which such books shall be paid (opened and until such date the Company will pay shall be under no duty to deliver any certificate for such Warrant Shares; PROVIDED, FURTHER, that the accrued interest or dividends on such surrendered debttransfer books, preferred equity securitiesunless otherwise required by law, or Common Stock in cash shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur election of the following dates: (i) December 27Warrant Holders thereof, 1999; (ii) the date when a Change of Control Notice (as defined in Section 7.4) is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such datefull.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific time, on the "Exercisability Date" applicable Vesting Date (hereinafter definedas defined in Section 7.1 below), and ending at 5:00 p.m., New York, New York Pacific time, on December 26October 23, 2006 2003 (the "Termination Date"unless earlier terminated in accordance herewith), to purchase from the Company up (and the Company shall issue and sell to such Warrantholder) any or all of the number of Shares underlying the Warrants which the Holder may at the time be entitled to purchase pursuant to this Agreement and the portion of the Warrant (or certificate therefor) then held by ithave vested as provided in Section 7.1 below, upon surrender to the Company, Company at its principal office in Dallasoffice, Texasor upon surrender to any transfer agent designated by the Company for such purposes, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form attached thereto duly filled in and signed, with signatures guaranteed, and upon payment to the Company of the portion per share purchase price of $0.90 (the "Warrant Price"), subject to adjustment as defined provided in and determined in accordance with the provisions of Sections 6 and 7 hereofSection 8, allocable to for the number of Shares with in respect to of which such portion of the Warrant is then exercised, but in no event for less than 500 Shares (unless less than an aggregate of 500 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). Payment of the aggregate Warrant Price shall be made (i) in cash, cash or by cashier's cashiers or certified check or bank draft. In lieu of such payment, Warrantholder shall be entitled to receive, without the payment by wire transfer the Warrantholder of any additional consideration, shares of Common Stock equal to the value of this Warrant or (ii) through any portion hereof by the surrender of debtthis Warrant or such portion to the company, preferred equity securities or with the net issue election notice attached hereto as Exhibit B duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Warrantholder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: (A-B) X=Y ------- A Where: X= the number of shares of Common Stock to be issued to the Company having a principal amount, liquidation preference, or current Warrant holder. Y= the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made. A= the fair market pricevalue of one share of Common stock, as the case may bedetermined below, equal to the aggregate Warrant Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt, preferred equity securities, or Common Stock in cash as at the time of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided in Section 3(b) below. For purposes of this Section 3, the "Exercisability Date" shall mean the earliest to occur of the following dates: (i) December 27, 1999; (ii) the date when a Change of Control Notice (as defined in Section 7.4) net issue election is given; (iii) the date that certain Consulting and Strategic Services Agreement dated December 27, 1996 by and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause); or (iv) the date upon which a registered public offering under the Securities Act of 1933, as amended, of equity interests in the Company is made pursuant to a registration statement on Form S-1 or a successor form, but in no event earlier than June 27, 1998 in the event such offering occurs prior to such datemade.