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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as the Holder 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 8 hereof, with respect to any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7. The Warrant shall be exercisable, at the election of the Holder, either in whole 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.

Term of Warrants; Exercise of Warrants. (a) 3.1 Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the "Exercisability date of issuance of the Warrants (the “Issuance Date" (hereinafter defined), ”) and ending at 5:00 p.m., New York, New York time, on December 26, 2006 p.m. of the day preceding the fifth anniversary of the date of the issuance (the "“Termination Date"”), to purchase from the Company up to the number of fully paid and nonassessable Shares to which the Holder Warrantholder may at the time be entitled to purchase pursuant to this Agreement and Agreement. Such purchase of Shares shall be effectuated by the portion of the Warrant (or certificate therefor) then held by it, upon surrender to the Company, at its principal office in Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and 7 section 8 hereof), allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. . 3.2 Payment of the aggregate 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. (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 Warrant3.3 hereof. For purposes of this Section 3(b), the value of the Upon surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder, and in such name or names as the Holder Warrantholder may designate, 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 8 11 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the Holdereach Warrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the CompanyCompany to such Warrantholder.

Term of Warrants; Exercise of Warrants. (a) 3.1 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., New York Time, on the "Exercisability Date" (hereinafter defined)October 1, 1998 and ending at 5:00 p.m., New York, New York timeTime, on December 26May 1, 2006 2002 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and sections 7 and 8 hereof), allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. , but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). 3.2 Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's check wire transfer, by certified or by wire transfer or (ii) through the surrender of debtofficial bank check, 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 pursuant 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" cashless 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. (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 procedures described in Section 3(a) above3.3 hereof, (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 Warrantany combination thereof. For purposes of this Section 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder and in the name or names of the Warrantholder or, and subject to compliance with the provisions of Section 11.1, in such name or names as the Holder Warrantholder may designate, 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 8 9 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company. 3.3 The Company shall establish procedures whereby the Warrantholder, subject to the requirements of Regulation T, federal income tax laws and other federal, state and local tax and securities laws, can exercise the Warrant or a portion thereof without making a direct payment of the Warrant Price to the Company. The Company shall determine such administrative procedures and policies as it deems appropriate and such procedures and policies shall be binding on any Warrantholder wishing to use the cashless exercise program.

Term of Warrants; Exercise of Warrants. (a) Each Warrant entitles the registered Holder to purchase from the Company shares of Common Stock at a purchase price per share of Three and 27/100 Dollars ($3.27), subject to adjustment as herein provided (the "Exercise Price"), at any time, on and after the date hereof and on or before 5:00 p.m. Eastern Standard Time on September 13, 2006 (the "Expiration Date"). Except as described in this Section 4(a), the Warrants shall not be exercisable prior to September 13, 1998. Thereafter, each Warrant shall be exercisable with respect to the 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 after September 13, 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 event of (i) consummation of a public offering of securities of the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended, (ii) the sale of 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 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 "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 the consummation of a Liquidity Event. (b) The initial Exercise Price and the number of Warrant Shares shall be adjusted as provided in Section 5 hereof. (c) Subject to the terms provisions of this Agreement, the registered Holder of each Warrant shall have the right, at any time during which may be exercised in whole or in part to the period commencing on extent the "Exercisability Date" (hereinafter defined), and ending at 5:00 p.m., New York, New York time, on December 26, 2006 (the "Termination Date")Warrant is then exercisable, to purchase from the Company up (and the Company shall issue and sell to such registered Holder of the Warrant) the number of Shares which fully paid and non-assessable shares of Common Stock evidenced by 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 itWarrant, 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 Warrant, 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 Price, Exercise Price in full 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 described 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 cause4(e); 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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. (cd) Upon such surrender of the Warrant (or certificate therefor) and payment of such Warrant the Exercise Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, registered Holder of the Warrant and (subject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 9 of this Agreement) in such name or names as the such registered Holder may designate, a certificate or certificates for the number of full Shares shares of stock so purchased upon the exercise of the Warrant. 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 the Warrant and payment of the Exercise Price as aforesaid. If, together with at the date of surrender of a Warrant and payment of such Exercise Price, the transfer books for the Common Stock, shall be closed, the certificates for the shares in respect of which the Warrant is then exercised shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such shares; provided, however, that the transfer books shall not be closed at any one time for a period longer than forty-eight (48) hours unless otherwise required by law. (e) A holder of a Warrant may, at its option, exercise such Warrant by (i) paying the Exercise Price in cash, (ii) by delivering to the Company shares of capital stock of the Company with a fair market value (as provided determined in Section 8 hereofgood faith by the Board of Directors of the Company without any attribution of a minority ownership or illiquidity discount) equal to the Exercise Price of the Warrant Shares as to which the Warrant is being exercised, or (iii) by canceling the Warrant with respect to any fractional that number of Warrant Shares otherwise issuable upon such surrender and as have a fair market value (as determined above) which, when multiplied by the cashfair market value per share (as so determined) less the Exercise Price per share, property and other securities equals the Exercise Price of the Warrant Shares as to which the Holder Warrant is entitled pursuant being exercised equal to the provisions of Section 7. The Warrant shall be exercisable, at the election product of the Holder, either in whole or from time to time in part and, in the event that the certificate evidencing number of Warrant Shares for which the Warrant is being exercised with respect to less than all of times the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall be issued by the CompanyExercise Price.

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" (hereinafter defined)November 24, 1998 and ending at 5:00 p.m., New York, New York timePacific Time, on December 26November 24, 2006 2000 (the "Termination Date"), to purchase from the Company up to the number of Shares Units to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and sections 7 and 8 hereof), allocable to for the number of Shares with Units in respect to of which such portion of the Warrant is Warrants are then exercised. , but in no event for less than 100 Units (unless less than an aggregate of 100 Units are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's check cash 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 preferencecheck, 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 any combination 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, Warrantholder and in such name or names as the Holder Warrantholder may designate, designate a certificate or certificates for the number of full Shares Units so purchased upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares Units specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Warrant entitles the terms registered owner thereof to purchase one Share at a purchase price of Five Dollars ($5.00) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") at any time or from time to time the date of this Agreement until 5:00 p.m., California time, November 23, 2002 (the "Warrant Expiration Date"). 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 provisions of the Agreement, the Holder or a permitted 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 the Holder or such Holder the number of fully paid and nonassessable 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 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 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 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by the Company in connection with such offering. Otherwise, the current market price shall be determined adjusted in accordance with the provisions of Section 7.1(f) hereof8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. (cb) Upon such The Purchase Price may be paid (i) in cash or by cashier's check payable to the Company, (ii) by the surrender of Warrants owned by the Holder or a permitted Holder having a Warrant Value (or certificate thereforas defined below) on the date of exercise equal to the Purchase Price, (iii) by the surrender of shares of the Company's Common Stock in good form for transfer, owned by the Holder and payment having a Fair Market Value (as defined below) on the date of such Warrant Price as aforesaidexercise equal to the Purchase Price, or after (iv) any combination of the foregoing. The term "cashlessWarrant Value" or shall mean the difference between the Exercise Price per share and the Fair Market Value (as defined below) per share multiplied by the number of Warrants being surrendered. The term "net issueFair Market Value" exercise, shall mean the Company shall, within average over the previous five (5) business days, issue and cause to be delivered to or upon the written order trading days of the Holderreported high and low sales price on the Nasdaq Small Cap Market, and in the Nasdaq National Market System, or such name other national securities exchange on which the Company's shares may be traded, or names as if not trading on the Holder may designateNasdaq Small Cap Market, certificate the Nasdaq National Market System, or certificates for a national securities exchange, the number of full Shares so purchased upon the exercise average of the Warrant, together with cash, closing bid and asked prices in the over-the-counter market as provided in Section 8 hereof, with respect to furnished by any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7. The Warrant shall be exercisable, at the election of the Holder, either in whole or New York Stock Exchange member firm selected 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 CompanyCompany for that purpose.

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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as the Holder 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 8 hereof, with respect to any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7. The Warrant shall be exercisable, at the election of the Holder, either in whole 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.

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 or (ii) through the surrender transfer. Notwithstanding any other provision 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 this Agreement to the aggregate contrary, no Warrant Price to shall 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. (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 Priceexercised, in full whole or in part, by surrender for an amount of its right Shares that is less than 17,000 or the remaining Shares that such Warrantholder is then able to purchase certain shares upon exercise of Common Stock pursuant to the Warrant. For purposes of this Section 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch (and, in any event, no later than 10 business days from the date of such surrender and payment) to or upon the written order of the Holder, Warrantholder and in such name or names as the Holder Warrantholder may designate, 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 8 hereof, 9 hereof with respect to any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder Warrantholder is entitled pursuant to the provisions of Section 78. The 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 the Warrant and payment of the Warrant Price, as aforesaid, notwithstanding that the certificates representing such Shares shall not actually have been delivered or that the stock and warrant transfer books of the Company shall then be closed. A Warrant shall be exercisable, at the election of the HolderWarrantholder, either in whole 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 executive office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Warrantholder's intent to effect such exchange, the 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 Exchange 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 (i) the number of Shares specified by the Warrantholder in its Notice of Exchange (the "Total Number") less (ii) the number of 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 8.1) of a share of Common Stock as at the Exchange Date.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder Warrantholder shall have the right, at any time and from time to time during the period commencing at 9:00 a.m., Pacific Time, on October 1, 1999, (the "Exercisability Commencement Date" (hereinafter defined), ") and ending at 5:00 p.m., New York, New York timePacific Time, on December 26October 1, 2006 2004 (the "Termination Date"), ) to purchase from the Company up to the number of fully paid and nonassessable 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, Company at its principal office in Dallas, Texas, of the certificate certificates evidencing the portion of the Warrant Warrants to be exercised together exercised, with the purchase form, in the form attached hereto as Exhibit 2, duly filled in completed and signed, and upon payment to the Company of an amount (the portion of "Exercise Payment") equal to the Warrant Price, as defined in and determined in accordance with the provisions of Sections 6 and 7 hereof, allocable to Price multiplied by the number of Shares with respect being purchased pursuant to which such portion of the Warrant is then exercised. Payment of the Warrant Price shall be made (i) exercise, payable in cash, by cashier's check certified or official bank 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 datetransfer. (b) The holder At any time subsequent to the first anniversary 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 PriceCommencement Date, in full or in part, by surrender lieu of its right to purchase certain shares of Common Stock pursuant to exercising the Warrant. For purposes of this Section 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as the Holder may designate, certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cash, Warrants as provided in Section 8 hereof2(a) above, with respect and subject to all applicable law and all applicable regulatory approvals, limitations and restrictions, the Warrantholder may elect to receive, without any fractional cash payment, a number of Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant equal to the provisions value (as determined below) of Section 7. The Warrant shall be exercisable, at the election of the Holder, either in whole any 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 Warrants held of record by the Warrantholder, upon surrender to the Termination DateCompany at its principal office of the certificates evidencing such Warrants, with the attached cashless exercise form attached hereto as Exhibit 3 duly completed and signed, in which event the Company shall issue to the Warrantholder a new certificate number of Shares computed using the following formula: X = Y(A-B) ------ A where X = the number of Common Shares to be issued pursuant to this Section 2(b). Y = the number of Common Shares issuable upon exercise of the surrendered Warrants. A = the average of the Market Prices of the Common Shares for the sixty (60) calendar days immediately preceding the date upon which the certificates evidencing the remaining Warrant shall be issued surrendered Warrants are received by the CompanyCompany at its principal office.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the "Exercisability Date" (hereinafter defined)July 30, 2000 and ending at 5:00 p.m., New York, New York timePacific Time, on December 26July 30, 2006 2004 (the "“Termination Date"”), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and sections 7 and 8 hereof), allocable to for the number of Warrant Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. , but in no event for less than 100 Warrant Shares (unless less than an aggregate of 100 Warrant Shares are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Payment of the aggregate 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 preferencecheck, 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 any combination 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder, and in such name or names as the Holder Warrantholder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to of any fractional Warrant 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the Holdereach Warrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Warrant Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the CompanyCompany to such Warrantholder.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Eastern Time, on February 13, 2002 (the "Exercisability Date" (hereinafter defined), COMMENCEMENT DATE") and ending at 5:00 p.m., New York, New York timeEastern Time, on December 26February 13, 2006 2005 (the "Termination DateTERMINATION DATE"), to purchase from the Company up to the number of fully paid and nonassessable Shares which the Holder such 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, Company at its principal office in Dallas, Texas, of the certificate evidencing the portion of the Warrant Warrants to be exercised together exercised, with the purchase form on the reverse thereof duly filled in completed 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 this Section 3 and Sections 6 7 and 7 8 hereof, allocable to ) for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised, but in no event for fewer than 100 Shares (unless fewer than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held of record by a Warrantholder). Payment of the aggregate Warrant Price shall be made (i) in cash, cash or by certified or cashier's check or by wire transfer or (ii) through the surrender of debtcheck, preferred equity securities or Common Stock of the Company having a principal amount, liquidation preferencein next day funds, 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 any combination 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. (b) The holder Upon surrender 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 certificates 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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holdera Warrantholder, and (subject to Section 11 hereof) in such name or names as the Holder such Warrantholder may designate, a certificate or certificates for the number of full Shares so purchased acquired upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to 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 surrender of the Warrants being exercised and payment of the cash, property and other Warrant Price notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, exercisable at the election of the Holder, a Warrantholder either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to less of fewer than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the Company.

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 at 9:00 a.m., Pacific Time, on the "Exercisability Date" (hereinafter defined)_________________, 2000 and ending at 5:00 p.m., New York, New York timePacific Time, on December 26________________, 2006 2004 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and sections 7 and 8 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, 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 for less than June 27, 1998 in the event such offering occurs prior to such date100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). (b) The holder Payment of the aggregate Warrant may also exercise Price shall be made, at the Warrant election of a Warrantholder, in a "cashless" or "net-issue" exercise cash, by delivery wire transfer to an account of the Company designated for this purpose, by the Warrantholder's check payable to the Company or by the Warrantholder's notice to the Company authorizing it to withhold from issuance such number of Shares otherwise issuable upon the exercise of the Warrants which, when multiplied by the Current Market Price (as defined in section 9), equals the aggregate Warrant Price (a "Net Exercise"), or any combination of the foregoing methods of payment. Upon surrender of the Warrants as provided in paragraph (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) section 3 and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder, and in such name or names as the Holder Warrantholder may designate, 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 8 section 9 hereof, with in respect to of any fractional Shares Share 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the Holdera Warrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company.

Term of Warrants; Exercise of Warrants. (a) Each Placement Agent Warrant entitles the registered owner thereof to purchase one Share at a purchase price of $___ per Share [120% of the purchase price set forth on the cover page of the Prospectus] (the "Exercise Price") at any time from the first anniversary of the effective date of the Registration Statement until 5:00 p.m., Eastern Standard Time, on June __, 2002 [five years from the effective date of the Registration Statement](the "Warrant Expiration Date"). Prior to the Warrant Expiration Date, the Company will not take any action which would terminate the Placement Agent Warrants. The Exercise Price and the Shares issuable upon exercise of the Placement Agent 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 Placement Agent 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 Common Stock specified in such Placement Agent Warrant as follows: (or certificate therefori) then held by it, upon 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 Placement Agent 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 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 Placement Agent Warrants are then exercised. Payment of the Warrant such Exercise Price shall may be made (i) in cash, cash or by cashier's check or by wire transfer or payable to the order of the Company. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Placement Agent Warrant; or (ii) through Upon surrender to the surrender Company, or its duly authorized agent, of debtsuch Placement Agent Warrants with the form of cashless exercise attached thereto (a "Cashless Exercise"), preferred equity duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank or Common Stock trust company located in the United States or a member of the Company having NASD. Such surrender shall be deemed a principal amount, liquidation preference, waiver of the obligation of the Holder to pay all or current market price, as any portion of the case may be, equal to Exercise Price. In 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 event 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 3a Cashless Exercise, the "Exercisability Date" Holder shall mean the earliest to occur receive that number 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. (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 determined by multiplying the number of Shares in respect of which such Placement Agent Warrants are then exercised by a fraction, the numerator of which shall be an amount equal to the Warrant. For purposes of this Current Market Price (as such term is defined in Section 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i8(d) the current market price hereof) per share of Common Stock minus (ii) less the then Warrant Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, and the denominator of which shall be the Current Market Price per share of Common Stock. If Notwithstanding the foregoing, in the event that a Cashless Exercise would, at any time the Placement Agent Warrants remain outstanding, reasonably be deemed by the Company's independent certified public accountants to give rise to a charge to the Company's earnings for reporting purposes (which determination shall be evidenced by an opinion of current market price per share of Common Stock is such independent certified accountants, in a form reasonably satisfactory to be made for a "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stockthe Holder), the current market price per share Holder shall not be entitled to use a Cashless Exercise. (b) Upon each surrender of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by the Company in connection with such offering. Otherwise, the current market price shall be determined Placement Agent Warrants in accordance with the provisions of Section 7.1(f4(a)(i) or 4(a)(ii) hereof. (c) Upon such surrender of the Warrant (or certificate therefor) and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, Holder of such Placement Agent Warrants and in such name or names as the such Holder may designatedesignate (so long as surrender or transfer would not violate the Act or any applicable state securities laws), a certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrantsuch Placement Agent Warrants, together with cash, as provided in Section 8 hereof9 of this Agreement, with in respect to of any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7surrender. The Warrant Such certificate or certificates shall be exercisabledeemed 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 the Placement Agent Warrants as aforesaid (and payment of the Exercise Price with respect to Section 4(a)(i) hereof); provided, however, that if, at the election date of the Holder, either in whole 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 surrender 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.such Placement

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder Warrantholder shall have the right, at any time and from time to time on a day that is not a Saturday, Sunday or public holiday in Tulsa, Oklahoma during the period commencing on [as determined in accordance with the "Exercisability Date" (hereinafter defined)JD Agreement], and ending at 5:00 p.m., New YorkTulsa, New York Oklahoma time, on December 26, 2006 [as determined in accordance with the JD Agreement] (the "“Termination Date"”), to exercise a Warrant and to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in completed 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 this Section 3 and Sections 6 7 and 7 8 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, 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 for less than June 27, 1998 in 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by the event such offering occurs prior to such dateWarrantholder). (b) The holder Payment by the Warrantholder of the aggregate 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 3(b), the value of the surrender of the right to purchase a share of Common Stock Price due from it shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" in cash or "net-issue" exercise in connection with an initial public offering of Common Stockby immediately available funds, the current market price per share of Common Stock shall equal the per share offering price without deductions for check or any compensation, discounts or expenses paid or incurred by 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) hereofcombination thereof. (c) Upon such surrender of the Warrant (or certificate therefor) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered to or upon the written order of the Holder, Warrantholder and in such the name or names as of the Holder may designate, Warrantholder a certificate or certificates for the number of full Shares so purchased upon the exercise of the its Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to of any fractional Shares otherwise issuable upon such surrender surrender. Such certificate or certificates shall be deemed to have been issued and the cashWarrantholder 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, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants held by the Warrantholder will be issued by the Company.

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 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by the Company in connection with such offering. Otherwise, the current market price shall be determined adjusted in accordance with the provisions of Section 7.1(f) hereof. (c) 8 of this Agreement, for the number of Shares in respect of which such 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 order of the Company. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon such each surrender of the Warrant (or certificate therefor) Warrants and payment of such Warrant the Exercise Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, Holder of such Warrants and in such name or names as the such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants. 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 Warrantdate of the surrender of Warrants and payment of the Exercise Price as aforesaid; provided, together with cashhowever, as provided in Section 8 hereofthat if, with respect to any fractional Shares otherwise 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 surrender Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened and until such date the cashCompany shall be under no duty to deliver any certificate for such Shares; provided, property and other securities to which further, however, that the Holder is entitled pursuant to the provisions transfer books of Section 7record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The Warrant rights of purchase represented by the Warrants shall be exercisable, at the election of the HolderHolder(s) thereof, either in whole full or from time to time in part and, in the event that the certificate evidencing the any Warrant is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Dateissuable upon such exercise, a new certificate evidencing Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant shall be issued by the Companyso surrendered.

Term of Warrants; Exercise of Warrants. (a) 3.1.1 Subject to the terms of this AgreementInstrument, the Holder each Warrantholder shall have the right, at any time during the period commencing on the "Exercisability Date" (hereinafter defined)January 1, 2006 and ending at 5:00 p.m., New York, New York City time, on December 26June 30, 2006 2009 (the "Termination Date"), to purchase from the Company up to the number of Shares fully paid and nonassessable shares of Common Stock which the Holder such 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 itInstrument, upon surrender to the Company, at its principal office in Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in completed and signed, with signatures guaranteed (in such manner as is customary in the securities industry generally), and upon payment to the Company of the portion of the Warrant Price, Exercise Price (as defined in and determined in accordance with the provisions of this Section 3 and Sections 6 7 and 7 8 hereof), allocable to for the number of Shares with respect to which such portion shares 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 respect 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 formsuch Warrants are then exercised, but in no event earlier less than June 27, 1998 in the event such offering occurs prior to such date. (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 1,000 shares of Common Stock pursuant to the Warrant. For purposes (unless less than an aggregate of this Section 3(b), the value of the surrender of the right to purchase a share 1,000 shares of Common Stock are then purchasable under all outstanding Warrants held by a Warrantholder). 3.1.2 Payment of the aggregate Exercise Price shall be attributed a value equal made in cash, by certified or cashier's check in next day funds, by cancellation of indebtedness due to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred Warrantholder by the Company in connection with such offeringor any combination thereof. 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) Warrants and payment of such Warrant Exercise Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holdera Warrantholder, and (subject to Section 1 hereof) in such name or names as the Holder such Warrantholder may designate, a certificate or certificates for the number of full Shares shares of Common Stock so purchased upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to of any fractional Shares shares of Common Stock 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 of Common Stock as of the date of surrender of the Warrants being exercised and payment of the cashExercise Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the Holdera Warrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares shares of Common Stock specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder Warrantholder shall have the right, at any time and from time to time during the period commencing on the "Exercisability Date" Waiver Effective Date (hereinafter definedas such term is defined in the Separation Agreement), and ending at 5:00 p.m.p.m. Dallas, New York, New York Texas time, on December 26August 31, 2006 1999 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed 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 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 3 and Strategic Services Agreement dated December 27, 1996 by Sections 7 and between the Company and EUF Xxxxxx X.X. is terminated (with or without cause8 hereof); 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 for less than June 27, 1998 in the event such offering occurs prior 100 Shares (subject to such date. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions appropriate adjustment for any compensationstock split recapitalization or similar event) for any Warrantholder (unless less than an aggregate of 100 Shares (subject to appropriate adjustment for any stock split, discounts recapitalization or expenses paid or incurred similar event) are then purchasable under all outstanding Warrants held by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as the Holder 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 8 hereof, with respect to any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7a Warrantholder. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time (subject to the other provisions in this Section) in part and, in the event that the of a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants held by the Warrantholder will be issued by the Company. It shall be a condition to exercise that the Warrantholder execute and deliver a certificate to the Company containing the representations and covenants set forth in Section 11 hereof, which certificate must state that such representations and warranties are true and correct. If the Waiver Effective Date does not occur, then this Agreement will be terminated without further obligation by either party. (b) Payment by each Warrantholder of the aggregate Warrant Price due from him shall be made in cash or by immediately available funds, certified check or any combination thereof. (c) Upon such surrender of the Warrants and payment of such Warrant Price as aforesaid, the Company shall issue and cause to be delivered to or upon the written order of the exercising Warrantholder and in such name or names as the exercising Warrantholder may designate (which in no way shall limit the transfer restrictions hereunder) a certificate or certificates for the number of full Shares, so purchased upon the exercise of this 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 any person so designated to be named therein 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 aforesaid, notwithstanding that the certificate or certificates representing such securities shall not actually have been delivered or that the stock transfer books of the Company shall then be closed.

Term of Warrants; Exercise of Warrants. (a) Each Warrant entitles the Holder thereof to purchase, on or after the date hereof one share of Common Stock at any time on or before 5:00 p.m., New York time, on May 8, 1994, (the "Expiration Date") at $4.00 per share (the "Exercise Price") as the same may be adjusted pursuant to Annex B hereof. (b) Subject to the terms provisions of this Agreement, the Holder of each Warrant 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 Warrant, 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 Company shall issue and sell to each such Holder) one fully paid and nonassessable share of the Warrant (or certificate therefor) then held by it, Common Stock upon surrender to the Company, at or its principal office in Dallas, Texasduly authorized agent, of the certificate evidencing the portion of the Certificate or Certificates representing such Warrant to be exercised together or Warrants, with the form of election to purchase form on the reverse thereof duly filled in and signed, and upon payment to the Company of the portion of the Warrant Exercise 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 such Exercise Price shall may be made (i) in cash, cash or by cashier's certified or official bank check or by wire transfer or (ii) through payable to the surrender of debt, preferred equity securities or Common Stock order 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 dateCompany. (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 Subject to make Section 6 hereof, upon such surrender of Warrants, and payment of the Warrant PriceExercise Price as aforesaid, in full or in part, by surrender of its right the Company shall issue and cause to purchase certain shares of Common Stock pursuant be delivered to the Warrant. For purposes Holder or upon the written order of this Section 3(b), such Holder and (subject to receipt of evidence of compliance with the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by the Company in connection with such offering. Otherwise, the current market price shall be determined Act in accordance with the provisions of Section 7.1(f4 of this Agreement) hereof. (c) Upon such surrender of the Warrant (or certificate therefor) and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as the Holder may designate, certificate a Certificate or certificates Certificates for the number of full Warrant Shares so purchased upon the exercise of the Warrantpurchased, together with cashcash or check, as provided in Section 8 hereof10 of this Agreement, with in respect to any fractional Shares of a fraction of a share of such stock otherwise issuable upon such surrender and, if the number of Warrants represented by a Certificate shall not be exercised in full, a new Certificate or Certificates, executed by the Company, for the balance of the number of whole Warrants represented by the surrendered Certificate. (d) If permitted by applicable law, 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 cash, property date of the surrender of such warrants and other securities to which payment of the Holder is entitled pursuant to the provisions of Section 7Exercise Price. The Warrant Warrants shall be exercisable, at the election of the HolderHolder thereof, either in whole as an entirety or from time to time in for part and, in the event that the certificate evidencing the Warrant is exercised with respect to less than all of the Shares shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall be issued by the Companytherein.

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 October 1, 1993 until 5:00 P.M., Los Angeles time, on October 30, 1997 (the "Expiration Date") at a purchase price of $10.00 per share. (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 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by the Company in connection with such offering. Otherwise, the current market price shall be determined adjusted in accordance with the provisions of Section 7.1(f) hereof. (c) 9 of this Agreement, for the number of shares in respect of which such Warrants are then exercised. Payment of such Warrant Price may be made only in cash, or by certified or official bank check. Upon such surrender of the Warrant (or certificate therefor) Warrants, and payment of such the Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, 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 shares of Common Stock so purchased upon the exercise of the Warrantsuch Warrants, together with cash, as provided in Section 8 hereof10 of this Agreement, with in respect to of any fractional Shares fraction of a share of such stock otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7surrender. The Warrant Such certificate or certificates shall be exercisabledeemed 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 such Warrants and payment of the Warrant Price as aforesaid; provided, however, that if, at the election time of surrender of the HolderWarrant and payment of such Warrant Price, either in whole the transfer books for the Common Stock or from time to time in part and, in other class of stock purchasable upon the event that the certificate evidencing the Warrant is exercised with respect to less than all exercise of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant Warrants shall be issued by closed, the Company.certificates for the shares in respect of which the Warrants are then exercised shall be issuable as of the date on which such books shall next be opened whether before, on or after

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 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by the Company in connection with such offering. Otherwise, the current market price shall be determined adjusted in accordance with the provisions of Section 7.1(f) hereof. (c) 9 of this Agreement, for the number of shares in respect of which such Warrants are then exercised. Payment of such Warrant Price may be made only in cash, by certified or official bank check. Upon such surrender of the Warrant (or certificate therefor) Warrants, and payment of such the Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, 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 shares of Common Stock so purchased upon the exercise of the Warrantsuch Warrants, together with cash, as provided in Section 8 hereof10 of this Agreement, with in respect to of any fractional Shares fraction of a share of such stock otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7surrender. The Warrant Such certificate or certificates shall be exercisable, at the election of the Holder, either in whole or from time deemed to time in part and, in the event that the certificate evidencing the Warrant is exercised with respect have been issued and any person so designated 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.named

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 or (ii) through the surrender Warrantholder of debtany additional consideration, 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. (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 equal to the Warrant. For purposes of this Section 3(b), the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the right company, 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 purchase a 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 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 value of one share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as the Holder may designate, certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cashstock, as provided in Section 8 hereofdetermined below, with respect to any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7. The Warrant shall be exercisable, as at the time the net issue election of the Holder, either in whole 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 Companymade.

Term of Warrants; Exercise of Warrants. (a) 3.1 Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the "Exercisability date of issuance of the Warrants (the “Issuance Date" (hereinafter defined), ”) and ending at 5:00 p.m., New York, New York time, on December 26, 2006 p.m. of the day of the fifth anniversary of the date of the issuance (the "“Termination Date"”), to purchase from the Company up to the number of fully paid and nonassessable Shares to which the Holder Warrantholder may at the time be entitled to purchase pursuant to this Agreement and Agreement. Such purchase of Shares shall be effectuated by the portion of the Warrant (or certificate therefor) then held by it, upon surrender to the Company, at its principal office in Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this Section 3 and 7 Section 8 hereof), allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. . 3.2 Payment of the aggregate 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. (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 Warrant3.3 hereof. For purposes of this Section 3(b), the value of the Upon surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder, and in such name or names as the Holder Warrantholder may designate, 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 8 11 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the Holdereach Warrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the CompanyCompany to such Warrantholder.

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 on the "Exercisability Date" (hereinafter defined)at 9:00 a.m., California Time, on____________ __, 1999 and ending at 5:00 p.m., New York, New York timeCalifornia Time, on December 26_______________ __, 2006 2003 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 in respect to of which such portion of the Warrant is Warrants are then exercised. , but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's wire transfer, by certified or official bank check or by wire transfer or (ii) through the surrender use 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 Appreciation Currency (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. (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 3(bbelow), the value of the or any combination thereof. As soon as practicable following surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants as described above and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercisePrice, the Company shall, within five (5) business days, shall issue and cause to be delivered to the Warrantholder and in the name or upon the written order names of the HolderWarrantholder or, and subject to compliance with the provisions of Section 11(a) hereof, in such name or names as the Holder Warrantholder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cash, as provided cash in Section 8 hereof, with respect to lieu of any fractional Shares otherwise issuable upon such surrender as provided in Section 9 hereof. 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 securities as of the cashdate of surrender of the Warrants and payment of the Warrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the certificate evidencing the a Warrant is exercised with respect to for less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company. (c) As used herein, "Appreciation Currency" shall mean the consideration given by the surrender of Warrants in exchange for Shares. The number of Shares to which the holder shall be entitled upon such surrender of Warrants ("X") shall be determined by applying the following formula: X = N x (($S - $W)/$S), where "N" is the number of Shares that would be received if the Warrants surrendered were instead exercised for cash, "$S" is the Current Market Price (as defined in section 9) per share of Common Stock and "$W" is the Warrant Price defined in section 7 as adjusted and readjusted as set forth in Section 8.

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., New York City Time, on the "Exercisability Date" (hereinafter defined)____________, 1997 and ending at 5:00 p.m., New York, New York timeCity Time, on December 26____________, 2006 2001 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this Section 3 and Sections 6 7 and 7 8 hereof), allocable to for the number of Shares with in respect to of which such portion Warrants are then exercised, but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Except as otherwise provided for in this Section 3, payment of the Warrant is then exercised. Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's check cash or by wire transfer check, or (ii) through any combination thereof. No Warrant may be exercised by the surrender Warrantholder after 5:00 p.m., New York City Time, on |____________, 2001. Subject to the terms of debtthis agreement, preferred equity securities or Common Stock each Warrant may be exercised to purchase one Unit at a price of $__________ [120% of the Company having a principal amount, liquidation preference, or current market Public Share offering 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, Warrantholder and in such name or names as the Holder Warrantholder may designate, designate 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 8 9 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company. (c) Notwithstanding the provisions of Section 1(b) with respect to the payment of the aggregate Warrant Price to the contrary, the Holder may elect to exercise this Warrant, in whole or in part, by receiving Shares equal to the value (as herein determined) of the portion of this Warrant then being exercised, in which event the Company shall issue to the Holder the number of Shares determined by using the following formula: X = Y(A-B) ----- A where: X = the number of Shares to be issued to the Holder under the provisions of this Section 1(c). Y = the number of Shares that would otherwise be issued upon such exercise. A = the Current Fair Market Value (as hereinafter defined) of one Share calculated as of the last trading day immediately preceding such exercise. B = the Exercise Price As used herein, the "Current Fair Market Value" of the Shares as of a specified date shall mean with respect to each Share, (i) the aggregate of the average of the last reported sales price regular way of the Common Stock sold on all securities exchanges on which such securities may at the time be listed, or (ii) if there have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or (iii) if on such day such securities are not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 p.m., New York time, or (iv) if on such day such securities are not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the Current Fair Market Value is being determined and the 20 consecutive business days prior to such day. If on the date for which Current Fair Market Value is to be determined such securities are not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, then Current Fair Market Value of such securities shall be the highest price per share and per warrant which the Company could then obtain from a willing buyer (not a current employee or director) for such securities sold by the Company for such securities, as determined in good faith by the Board of Directors of the Company, unless prior to such date the Company has become subject to a merger, consolidation, reorganization, acquisition or other similar transaction pursuant to which the Company is not the surviving entity, in which case the Current Fair Market Value of the securities shall be deemed to be the per share value received or to be received in such transaction by the holder of such securities.

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 6:30 a.m., Pacific Time, on the "Exercisability Date" (hereinafter defined)_________ ___, 1998 [ONE YEAR FOLLOWING EFFECTIVE DATE] and ending at 5:00 p.m., New York, New York timePacific Time, on December 26_____________, 2006 2002 [FIVE YEARS FOLLOWING EFFECTIVE DATE] (the "Termination Date"), to purchase from the Company up to the number of Shares fully paid and nonassessable shares of Warrant Stock to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in completed and signedexecuted, 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 this Section 3 and Sections 6 7 and 7 8 hereof, allocable to ) for the number of Shares with shares of Warrant Stock in respect to of which such portion of the Warrant is Warrants are then exercised, but in no event for less than 100 shares of Warrant Stock (unless less than an aggregate of 100 shares of Warrant Stock are then purchasable under all outstanding Warrants held by such Warrantholder). This Warrant, when exercisable, may be exercised from time to time in whole or in part. (b) Payment of the Warrant Price shall be made (i) in cash, by cashier's certified or official bank check or by wire transfer or in Los Angeles Clearing House funds (ii) through the surrender of debt, preferred equity securities or Common Stock of the Company having a principal amount, liquidation preferencenext day funds), or current market price, as the case may be, equal any combination thereof. (c) In addition 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 method of surrender notwithstanding the stated terms thereof) or (iii) through "cashless" or "net-issue" exercise provided payment set forth in Section 3(b) below. For purposes above and in lieu of this Section 3any cash payment required thereunder, unless otherwise prohibited by law, the "Exercisability Date" Warrantholders shall mean have the earliest right at any time, when exercisable, and from time 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 time 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. (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, Warrants in full or in part, part (i) by surrender receiving from the Company the number of its right shares of Warrant Stock equal to purchase certain the number of shares of Warrant Stock otherwise issuable upon such exercise less the number of shares of Warrant Stock having an aggregate value on the date of exercise equal to the Warrant Price multiplied by the number of shares of Warrant Stock for which this Warrant is being exercised and/or (ii) by delivering to the Company the number of shares of Common Stock pursuant having an aggregate value on the date of exercise equal to the WarrantWarrant Price multiplied by the number of shares of Warrant Stock for which this Warrant is being exercised. For purposes of this Section 3(b)hereof, the value "value" of the surrender of the right to purchase a share of Common Stock on a given date shall be attributed a value equal to (i) the current market price per share Current Market Price on such date as defined in Section 9 of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) hereofthis Agreement. (cd) Upon such surrender of the Warrant (or certificate therefor) Warrants and payment of such the Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder, and in such name or names as the Holder Warrantholder may designate, a certificate or certificates for the number of full Shares shares of Warrant Stock so purchased upon the such exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to of any fractional Shares shares otherwise issuable upon such surrender and the cashsurrender. Such certificate or certificates, property and other securities to which the Holder is entitled pursuant to the provisions extent permitted by law, shall be deemed to have been issued and any person so designated to be named therein shall be defined to have become a holder of Section 7record of such securities as of the date of surrender of the Warrants and payment of the Warrant Price, as aforesaid, notwithstanding that the certificate or certificates representing such securities shall not actually have been delivered or that the stock transfer books of the Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the certificate evidencing the a Warrant is exercised with in respect to of less than all of the Shares shares of Warrant Stock specified therein at any time prior to the Termination Date, a new certificate Warrant evidencing the remaining shares of the Warrant Stock purchasable by such Warrantholders hereunder shall be issued by the CompanyCompany to such Warrantholders.

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 3, 1996, and ending expiring at 5:00 11:59 p.m., New YorkYork time on November January 3, 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 New York, New York 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 or by wire transfer or (ii) through the check. Subject to subsections 5.1 and 5.2 of this section, on such surrender of debtWarrants, 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon on the written order of the Holder, Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Shares so purchased upon 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 Warrant, together with cashdate of the surrender of such Warrants and payment of the Warrant Price, 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 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 in Section 8 hereoffurther, with respect to however, the transfer books of record, unless otherwise required by law, shall not be closed at any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7one time for a period longer than 60 days. The Warrant right of purchase represented by the Warrants shall be exercisable, at the election of the HolderHolders thereof, either in whole full or from time to time-to-time in part and, in the event that the certificate evidencing the any Warrant is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Datedate of expiration of the Warrants, a new certificate evidencing 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 for such purpose. 5.1 The Warrants may not be exercised by the Holders in the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and registration or qualification under applicable state blue sky laws pertaining to the Shares issuable on exercise of the Warrants or there is an available exemption from such federal or state registration requirements. 5.2 If the Company is required to file a registration statement in accordance with the provisions of subsection 5.1, the Company shall be take all steps reasonably necessary to permit the exercise of the Warrants and the issuance of the Shares under the applicable state securities laws of those states in which the Warrants were originally issued by the Company. The Company will take such reasonable steps which it determines, in its sole discretion, are necessary to permit the exercise of Warrants and the issuance of the Shares under the laws of any other state in which a Holder then resides on the written request to do so by such Holder, but in no event shall the Company be required to consent to the general service of process in any state other than those states in which the Warrants were originally issued. Holders who reside in any state where the Company cannot, with the exercise of reasonable diligence and without consenting to general service of process, obtain qualification for the exercise of the Warrants and the issuance of the Shares may not, as a result thereof, be able to exercise their Warrants, and the Company is under no obligation to make such exercise possible in such circumstances. In the event that the Company determines to proceed with the qualification of the exercise of the Warrants and the issuance of the Shares under the securities laws of a particular state, then the exercise of such Warrants shall not be effective and the Shares shall not be issued until such qualification becomes effective. The costs of obtaining such state qualification shall be borne by the Company. 5.3 The Company shall promptly notify the Warrant Agent of the effective date of any registration statement which the Company is required to file under subsection 5.1 and the date on which the Shares become qualified or registered under the state securities laws of any state in which the Company obtains qualification or registration with respect to such Shares. The Warrant Agent shall not issue any Shares with respect to any Warrant surrendered for exercise unless such Warrants are surrendered and received by the Warrant Agent during a period that the registration statement is effective. Furthermore, the Warrant Agent shall not issue any Shares on the exercise of any Warrants received from a Holder who is a resident of a state with respect to which the Shares issuable on exercise of the Warrants are not qualified or registered.

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 or (ii) through the surrender Warrantholder of debtany additional consideration, 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. (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 equal to the Warrant. For purposes of this Section 3(b), the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the right company, 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 purchase a 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 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 value of one share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as the Holder may designate, certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cashstock, as provided in Section 8 hereofdetermined below, with respect to any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7. The Warrant shall be exercisable, as at the time the net issue election of the Holder, either in whole 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 Companymade.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Eastern Time, on July 14, 2000 (the "Exercisability Commencement Date" (hereinafter defined), ") and ending at 5:00 p.m., New York, New York timeEastern Time, on December 26July 14, 2006 2005 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares which the Holder such 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, Company at its principal office in Dallas, Texas, of the certificate certificates evidencing the portion of the Warrant Warrants to be exercised together exercised, with the purchase form on the reverse thereof duly filled in completed 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 this Section 3 and Sections 6 7 and 7 8 hereof, allocable to ) for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised, but in no event for fewer than 100 Shares (unless fewer than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held of record by a Warrantholder). Payment of the aggregate Warrant Price shall be made (i) in cash, cash or by certified or cashier's check or by wire transfer or (ii) through the surrender of debtcheck, preferred equity securities or Common Stock of the Company having a principal amount, liquidation preferencein next day funds, 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 any combination 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. (b) The holder Upon surrender 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 certificates 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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holdera Warrantholder, and (subject to Section 11 hereof) in such name or names as the Holder such Warrantholder may designate, a certificate or certificates for the number of full Shares so purchased acquired upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to 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 surrender of the Warrants being exercised and payment of the cash, property and other Warrant Price notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, exercisable at the election of the Holder, a Warrantholder either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to less of fewer than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the Company.

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 or by wire transfer or (ii) through the check. Subject to subsections 5.1 and 5.2 of this section, on such surrender of debtWarrants, 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon on the written order of the Holder, Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Shares so purchased upon 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 Warrant, together with cashdate of the surrender of such Warrants and payment of the Warrant Price, 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 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 in Section 8 hereoffurther, with respect to however, the transfer books of record, unless otherwise required by law, shall not be closed at any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7one time for a period longer than 60 days. The Warrant right of purchase represented by the Warrants shall be exercisable, at the election of the HolderHolders thereof, either in whole full or from time to time-to-time in part and, in the event that the certificate evidencing the any Warrant is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Datedate of expiration of the Warrants, a new certificate evidencing 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 for such purpose. 5.1 The Warrants may not be exercised by the Holders in the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and registration or qualification under applicable state blue sky laws pertaining to the Shares issuable on exercise of the Warrants or there is an available exemption from such federal or state registration requirements. 5.2 If the Company is required to file a registration statement in accordance with the provisions of subsection 5.1, the Company shall be take all steps reasonably necessary to permit the exercise of the Warrants and the issuance of the Shares under the applicable state securities laws of those states in which the Warrants were originally issued by the Company. The Company will take such reasonable steps which it determines, in its sole discretion, are necessary to permit the exercise of Warrants and the issuance of the Shares under the laws of any other state in which a Holder then resides on the written request to do so by such Holder, but in no event shall the Company be required to consent to the general service of process in any state other than those states in which the Warrants were originally issued. Holders who reside in any state where the Company cannot, with the exercise of reasonable diligence and without consenting to general service of process, obtain qualification for the exercise of the Warrants and the issuance of the Shares may not, as a result thereof, be able to exercise their Warrants, and the Company is under no obligation to make such exercise possible in such circumstances. In the event that the Company determines to proceed with the qualification of the exercise of the Warrants and the issuance of the Shares under the securities laws of a particular state, then the exercise of such Warrants shall not be effective and the Shares shall not be issued until such qualification becomes effective. The costs of obtaining such state qualification shall be borne by the Company. 5.3 The Company shall promptly notify the Warrant Agent of the effective date of any registration statement which the Company is required to file under subsection 5.1 and the date on which the Shares become qualified or registered under the state securities laws of any state in which the Company obtains qualification or registration with respect to such Shares. The Warrant Agent shall not issue any Shares with respect to any Warrant surrendered for exercise unless such Warrants are surrendered and received by the Warrant Agent during a period that the registration statement is effective. Furthermore, the Warrant Agent shall not issue any Shares on the exercise of any Warrants received from a Holder who is a resident of a state with respect to which the Shares issuable on exercise of the Warrants are not qualified or registered.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Eastern Time, on May 22, 1997 (the "Exercisability Commencement Date" (hereinafter defined), ") and ending at 5:00 p.m., New York, New York timeEastern Time, on December 26May 21, 2006 2002 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares which the Holder such 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, Company at its principal office in Dallas, Texas, of the certificate certificates evidencing the portion of the Warrant Warrants to be exercised together exercised, with the purchase form on the reverse thereof duly filled in completed 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 this Section 3 and Sections 6 7 and 7 8 hereof, allocable to ) for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised, but in no event for fewer than 100 Shares (unless fewer than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held of record by a Warrantholder). Payment of the aggregate Warrant Price shall be made (i) in cash, cash or by certified or cashier's check or by wire transfer or (ii) through the surrender of debtcheck, preferred equity securities or Common Stock of the Company having a principal amount, liquidation preferencein next day funds, 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 any combination 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. (b) The holder Upon surrender 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) abovecertificates, (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holdera Warrantholder, and (subject to Section 11 hereof) in such name or names as the Holder such Warrantholder may designate, a certificate or certificates for the number of full Shares so purchased acquired upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to 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 surrender and of the cash, property and other Warrants being exercised payment of the Warrant Price notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, exercisable at the election of the Holder, a Warrantholder either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to less of fewer than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the Company.

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 8 hereof at any time from 9:00 A.M., Los Angeles time, on January 18, 1996, until 5:00 P.M., Los Angeles time, on January 18, 1999(the "Expiration Date") at a purchase price of $11.00 per share. (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 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 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 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by the Company in connection with such offering. Otherwise, the current market price shall be determined adjusted in accordance with the provisions of Section 7.1(f) hereof. (c) 8 of this Agreement, for the number of shares in respect of which such Warrants are then exercised. Payment of such Warrant Price may be made only in cash, or by certified or official bank check. Upon such surrender of the Warrant (or certificate therefor) Warrants, and payment of such the Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, Holder and (subject to receipt of evidence of compliance with the act in accordance with the provisions of Section 10 of this Agreement) in such name or names as the Holder may designate, a certificate or certificates for the number of full Shares shares of Common Stock so purchased upon the exercise of the Warrantsuch Warrants, together with cash, as provided in Section 8 hereof9 of this Agreement, with in respect to of any fractional Shares fraction of a share of such stock 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 such Warrants and payment of the cashWarrant Price as aforesaid; PROVIDED, property HOWEVER, that if, at the time of surrender of the Warrant and payment of such Warrant Price, the transfer books for the Common Stock or other securities to class of stock purchasable upon the exercise of the Warrants shall be closed, the certificates for the shares in respect of which the Holder is entitled pursuant Warrants are then exercised shall be issuable as of the date on which such books shall next be opened whether before, on or after the 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 provisions of Section 7transfer books shall not be closed at any one time for a period longer than five days unless otherwise required by law. The Warrant rights of purchase represented by the Warrants shall be exercisable, at the election of the HolderHolders thereof, either in whole full or from time to time in part and, in the event that the certificate evidencing the any Warrant is exercised with in respect to of less than all of the Shares specified therein shares purchasable on such exercise at any time prior to the Termination Expiration Date, a new certificate evidencing the remaining Warrant shall or Warrants will be issued by the Companyissued.

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 or by wire transfer or (ii) through the check. Subject to subsections 5.1 and 5.2 of this section, on such surrender of debtWarrants, 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon on the written order of the Holder, Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Shares so purchased upon 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 Warrant, together with cashdate of the surrender of such Warrants and payment of the Warrant Price, 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 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 in Section 8 hereoffurther, with respect to however, the transfer books of record, unless otherwise required by law, shall not be closed at any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7one time for a period longer than 60 days. The Warrant right of purchase represented by the Warrants shall be exercisable, at the election of the HolderHolders thereof, either in whole full or from time to time-to-time in part and, in the event that the certificate evidencing the any Warrant is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Datedate of expiration of the Warrants, a new certificate evidencing 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 for such purpose. 5.1 The Warrants may not be exercised by the Holders in the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and registration or qualification under applicable state blue sky laws pertaining to the Shares issuable on exercise of the Warrants or there is an available exemption from such federal or state registration requirements. 5.2 If the Company is required to file a registration statement in accordance with the provisions of subsection 5.1, the Company shall be take all steps reasonably necessary to permit the exercise of the Warrants and the issuance of the Shares under the applicable state securities laws of those states in which the Warrants were originally issued by the Company. The Company will take such reasonable steps which it determines, in its sole discretion, are necessary to permit the exercise of Warrants and the issuance of 4 the Shares under the laws of any other state in which a Holder then resides on the written request to do so by such Holder, but in no event shall the Company be required to consent to the general service of process in any state other than those states in which the Warrants were originally issued. Holders who reside in any state where the Company cannot, with the exercise of reasonable diligence and without consenting to general service of process, obtain qualification for the exercise of the Warrants and the issuance of the Shares may not, as a result thereof, be able to exercise their Warrants, and the Company is under no obligation to make such exercise possible in such circumstances. In the event that the Company determines to proceed with the qualification of the exercise of the Warrants and the issuance of the Shares under the securities laws of a particular state, then the exercise of such Warrants shall not be effective and the Shares shall not be issued until such qualification becomes effective. The costs of obtaining such state qualification shall be borne by the Company. 5.3 The Company shall promptly notify the Warrant Agent of the effective date of any registration statement which the Company is required to file under subsection 5.1 and the date on which the Shares become qualified or registered under the state securities laws of any state in which the Company obtains qualification or registration with respect to such Shares The Warrant Agent shall not issue any Shares with respect to any Warrant surrendered for exercise unless such Warrants are surrendered and received by the Warrant Agent during a period that the registration statement is effective. Furthermore, the Warrant Agent shall not issue any Shares on the exercise of any Warrants received from a Holder who is a resident of a state with respect to which the Shares issuable on exercise of the Warrants are not qualified or registered.

Term of Warrants; Exercise of Warrants. (a) 3.1 Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the a five-year period commencing at 9:00 a.m., Los Angeles Time, on the "Exercisability Date" (hereinafter defined), Closing Date and ending at 5:00 p.m., New York, New York time, terminating on December 26, 2006 the fifth year anniversary date of the Closing Date (the "“Termination Date"”), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this Section 3 and Section 7 hereof), allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. . 3.2 Payment of the aggregate 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. (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 Warrant3.3 hereof. For purposes of this Section 3(b), the value of the Upon surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder, and in such name or names as the Holder Warrantholder may designatedesignate in writing, 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 8 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the Holdereach Warrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the CompanyCompany to such Warrantholder.

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)March 15, 1997, and ending expiring at 5:00 11:59 p.m., New YorkFlorida time on March 15, New York time, on December 26, 2006 (the "Termination Date")2000, 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 or by wire transfer or (ii) through the check. Subject to subsections 5.1 and 5.2 of this section, on such surrender of debtWarrants, 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon on the written order of the Holder, Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Shares so purchased upon 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 Warrant, together with cashdate of the surrender of such Warrants and payment of the Warrant Price, 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 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 in Section 8 hereoffurther, with respect to however, the transfer books of record, unless otherwise required by law, shall not be closed at any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7one time for a period longer than 60 days. The Warrant right of purchase represented by the Warrants shall be exercisable, at the election of the HolderHolders thereof, either in whole full or from time to time-to-time in part and, in the event that the certificate evidencing the any Warrant is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Datedate of expiration of the Warrants, a new certificate evidencing 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 for such purpose. 5.1 The Warrants may not be exercised by the Holders in the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and registration or qualification under applicable state blue sky laws pertaining to the Shares issuable on exercise of the Warrants or there is an available exemption from such federal or state registration requirements. 5.2 If the Company is required to file a registration statement in accordance with the provisions of subsection 5.1, the Company shall be take all steps reasonably necessary to permit the exercise of the Warrants and the issuance of the Shares under the applicable state securities laws of those states in which the Warrants were originally issued by the Company. The Company will take such reasonable steps which it determines, in its sole discretion, are necessary to permit the exercise of Warrants and the issuance of the Shares under the laws of any other state in which a Holder then resides on the written request to do so by such Holder, but in no event shall the Company be required to consent to the general service of process in any state other than those states in which the Warrants were originally issued. Holders who reside in any state where the Company cannot, with the exercise of reasonable diligence and without consenting to general service of process, obtain qualification for the exercise of the Warrants and the issuance of the Shares may not, as a result thereof, be able to exercise their Warrants, and the Company is under no obligation to make such exercise possible in such circumstances. In the event that the Company determines to proceed with the qualification of the exercise of the Warrants and the issuance of the Shares under the securities laws of a particular state, then the exercise of such Warrants shall not be effective and the Shares shall not be issued until such qualification becomes effective. The costs of obtaining such state qualification shall be borne by the Company. 5.3 The Company shall promptly notify the Warrant Agent of the effective date of any registration statement which the Company is required to file under subsection 5.1 and the date on which the Shares become qualified or registered under the state securities laws of any state in which the Company obtains qualification or registration with respect to such Shares. The Warrant Agent shall not issue any Shares with respect to any Warrant surrendered for exercise unless such Warrants are surrendered and received by the Warrant Agent during a period that the registration statement is effective. Furthermore, the Warrant Agent shall not issue any Shares on the exercise of any Warrants received from a Holder who is a resident of a state with respect to which the Shares issuable on exercise of the Warrants are not qualified or registered.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the "Exercisability Date" (hereinafter defined)__________, 2000 and ending at 5:00 p.m., New York, New York timePacific Time, on December 26____________, 2006 2004 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and sections 7 and 8 hereof), allocable to for the number of Warrant Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. , but in no event for less than 100 Warrant Shares (unless less than an aggregate of 100 Warrant Shares are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Payment of the aggregate 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 preferencecheck, 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 any combination 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder, and in such name or names as the Holder Warrantholder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to of any fractional Warrant 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the Holdereach Warrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Warrant Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the CompanyCompany to such Warrantholder.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms provisions of this Agreement, the Holder Warrants will be exercisable by the Investor from and after the date hereof until 5:00 p.m. Cleveland, Ohio local time, on _____________, 1998 (the "Term") and after such time period will no longer be exercisable. (a) Each Warrant entitles the Investor to purchase one (1) share of Common Stock at a purchase price of $2.50 per share of Common Stock, subject to adjustment (the "Warrant Price"). (b) Subject to the provisions of this Agreement, the Investor 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"), right to purchase from the Company up (and the Company shall issue and sell to the Investor) 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 form of election to 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 for the number of Shares with shares of Common Stock in respect to of which such portion of the Warrant is Warrants are then exercised. The date of exercise of any Warrant shall be deemed to be the date of its receipt by the Company duly filled in and signed and accompanied by proper payment as hereinafter provided. Payment of the such Warrant Price shall may be made (i) in cash, by cashier's check personal, certified 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) hereofofficial bank check. (c) Upon such surrender of the Warrant (or certificate therefor) Warrants, and payment of such the Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, and in such name or names as the Holder may designate, Investor a certificate or certificates for the number of full Shares shares of Common Stock so purchased upon the exercise of such Warrants. (d) On any partial exercise, the Warrant, together with cash, Company shall promptly issue and deliver to the holder of the Warrant a new Warrant in the name of that holder providing for the right to purchase the number of shares of Common Stock as provided in Section 8 hereof, with respect to any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7. The Warrant shall be exercisable, at the election of the Holder, either in whole 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 Companyhas not been exercised.

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" (hereinafter defined)____________ __, 1998 and ending at 5:00 p.m., New York, New York timePacific Time, on December 26_____________ __, 2006 2000 (the "Termination Date"), to purchase from the Company up to the number of Shares Units to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and sections 7 and 8 hereof), allocable to for the number of Shares with Units in respect to of which such portion of the Warrant is Warrants are then exercised. , but in no event for less than 100 Units (unless less than an aggregate of 100 Units are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's check cash 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 preferencecheck, 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 any combination 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, Warrantholder and in such name or names as the Holder Warrantholder may designate, designate a certificate or certificates for the number of full Shares Units so purchased upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares Units specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company.

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., New York City Time, on the "Exercisability Date" (hereinafter defined)____________, 1998 and ending at 5:00 p.m., New York, New York timeCity Time, on December 26____________, 2006 2002 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, and upon payment to the Company of the portion -2- of the Warrant Price, Price (as defined in and determined in accordance with the provisions of Sections 6 this section 3 and sections 7 and 8 hereof), allocable to for the number of Shares with in respect to of which such portion Warrants are then exercised, but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Except as otherwise provided for in this Section, payment of the Warrant is then exercised. Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's check cash 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 preferencecheck, or current market priceany combination thereof. No Warrant may be exercised by the Warrantholder after 5:00 p.m., as the case may beNew York City Time, equal on ____________, 2002. Subject 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 3Agreement, 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. (b) The holder of the each 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 be exercised to purchase certain shares one Share of Common Stock pursuant at a price of $__________ (the "Warrant Price") [120% of the Share Offering price]. The Warrant Price is further subject to the Warrant. For purposes adjustment as provided for in Section 7 of this Section 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the then Warrant Price per share of Common StockAgreement. If the determination of current market price per share of Common Stock is to be made for a "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, Warrantholder and in such name or names as the Holder Warrantholder may designate, designate 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 8 9 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part part, and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company. (c) Notwithstanding the provisions of Section 1(b) with respect to the payment of the aggregate Warrant Price to the contrary, the Holder may elect to exercise this Warrant, in whole or in part, by receiving Shares equal to the value (as herein determined) of the portion of this Warrant then being exercised, in which event the Company shall issue to the Holder the number of Shares determined by using the following formula: X = Y(A-B) A where: X = the number of Shares to be issued to the Holder under the provisions of this Section 1(c). Y = the number of Shares that would otherwise be issued upon such exercise. A = the Current Fair Market Value (as hereinafter defined) of one Share calculated as of the last trading day immediately preceding such exercise.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder Warrantholders shall have the right, at any time during the period commencing at 9:00 a.m., New York Time, on the "Exercisability Date" (hereinafter defined)___________, 1996 and ending at 5:00 p.m., New York, New York timeTime, on December 26___________, 2006 1999 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and sections 7 and 8 hereof), allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. , but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's wire transfer, by certified or official bank check or by wire transfer or (ii) through the surrender use 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 Appreciation Currency (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. (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 3(bbelow), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the then Warrant Price per share of Common Stockor any combination thereof. If the determination of current market price per share of Common Stock is to be made for a "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder and in the name or names of the Warrantholder or, and subject to compliance with the provisions of Section 11(s), in such name or names as the Holder Warrantholder may designate, designate 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 8 9 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company. (c) As used herein, "Appreciation Currency" shall mean the consideration given by the surrender of Warrants in exchange for Shares. The number of Shares to which the holder shall be entitled upon such surrender of Warrants ("X") shall be determined by applying the following formula: X = N x (($S-$W) divided by $S), where "N" is the number of Shares that would be received if the Warrants surrendered were instead exercised for cash. "$S" is the Current Market Price (as defined in section 9) per share of Common Stock and "$W" is the Warrant Price defined in section 7 as adjusted and readjusted as set forth in Section 8.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Eastern Time, on July 14, 2000 (the "Exercisability Date" (hereinafter defined), COMMENCEMENT DATE") and ending at 5:00 p.m., New York, New York timeEastern Time, on December 26July 14, 2006 2005 (the "Termination DateTERMINATION DATE"), to purchase from the Company up to the number of fully paid and nonassessable Shares which the Holder such 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, Company at its principal office in Dallas, Texas, of the certificate certificates evidencing the portion of the Warrant Warrants to be exercised together exercised, with the purchase form on the reverse thereof duly filled in completed 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 this Section 3 and Sections 6 7 and 7 8 hereof, allocable to ) for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised, but in no event for fewer than 100 Shares (unless fewer than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held of record by a Warrantholder). Payment of the aggregate Warrant Price shall be made (i) in cash, cash or by certified or cashier's check or by wire transfer or (ii) through the surrender of debtcheck, preferred equity securities or Common Stock of the Company having a principal amount, liquidation preferencein next day funds, 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 any combination 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. (b) The holder Upon surrender 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 certificates 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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holdera Warrantholder, and (subject to Section 11 hereof) in such name or names as the Holder such Warrantholder may designate, a certificate or certificates for the number of full Shares so purchased acquired upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to 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 surrender of the Warrants being exercised and payment of the cash, property and other Warrant Price notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, exercisable at the election of the Holder, a Warrantholder either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to less of fewer than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the Company.

Term of Warrants; Exercise of Warrants. (a) Each Xxxxxxxxx Xxxx Warrant entitles the registered owner thereof to purchase one Share at a purchase price of $_____ per Share (120% of the "Price to Public" as set forth on the cover page of the Prospectus which forms a part of the Registration Statement)(the "Exercise Price") at any time from the first anniversary of the Effective Date until 5:00 p.m., New York City time, on _________ __, 200_ (the "Warrant Expiration Date"). Prior to the Warrant Expiration Date, the Company will not take any action which would terminate the Xxxxxxxxx Xxxx Warrants. The Exercise Price and the Shares issuable upon exercise of Xxxxxxxxx Xxxx 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 Xxxxxxxxx Xxxx 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 Common Stock specified in such Xxxxxxxxx Xxxx Warrant as follows: (or certificate therefori) then held by it, upon 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 Xxxxxxxxx Xxxx 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 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by the Company in connection with such offering. Otherwise, the current market price shall be determined adjusted in accordance with the provisions of Section 7.1(f8 of this Agreement, for the number of Shares in respect of which such Xxxxxxxxx Xxxx Warrants are then exercised. Payment of such Exercise Price may be made in cash or by cashier's check payable to the order of the Company. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Xxxxxxxxx Xxxx Warrant; or (ii) hereofUpon surrender to the Company, or its duly authorized agent, of such Xxxxxxxxx Xxxx Warrants with the form of cashless exercise attached thereto (a "Cashless Exercise"), duly 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. Such surrender shall be deemed a waiver of the obligation of the Holder to pay all or any portion of the Exercise Price. In the event of a Cashless Exercise, the exercise price will be paid by surrendering to the Company that number of Xxxxxxxxx Xxxx Warrants which is calculated by multiplying (i) the total number of Xxxxxxxxx Xxxx Warrants by (ii) the exercise price of the Xxxxxxxxx Xxxx Warrants and (iii) by dividing the product of (i) and (ii) by the then current bid price for the Company's common stock, on the date of exercise of the Xxxxxxxxx Xxxx Warrants, of the Company's common stock ("the Cashless Exercise Price"). The Cashless Exercise Price may be tendered pro rata by the holder or holders of less than all the Xxxxxxxxx Xxxx Warrants, as the case may be. (cb) Upon such each surrender of the Warrant (Xxxxxxxxx Xxxx Warrants in accordance with Section 4(a)(i) or certificate therefor4(a)(ii) and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercisehereof, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, Holder of such Xxxxxxxxx Xxxx Warrants and in such name or names as the such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrantsuch Xxxxxxxxx Xxxx Warrants, together with cash, as provided in Section 8 hereof9 of this Agreement, with in respect to 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 the Xxxxxxxxx Xxxx Warrants as aforesaid (and payment of the cashExercise Price with respect to Section 4(a)(i) hereof); provided, property however, that if, at the date of surrender of such Xxxxxxxxx Xxxx Warrants, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Xxxxxxxxx Xxxx 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 other securities until such date the Company shall be under no duty to which deliver any certificate for such Shares; provided, further, however, that the Holder is entitled pursuant to the provisions transfer books of Section 7record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The Warrant rights of purchase represented by the Xxxxxxxxx Xxxx Warrants shall be exercisable, at the election of the HolderHolders thereof, either in whole full or from time to time in part and, in the event that the certificate evidencing the any Xxxxxxxxx Xxxx Warrant is exercised with in respect to of less than all of the Shares specified therein issuable upon such exercise at any time prior to the Termination Warrant Expiration Date, the Company shall promptly issue or cause to be issued a new certificate evidencing Xxxxxxxxx Xxxx Warrant or Xxxxxxxxx Xxxx Warrants representing the remaining number of Shares specified in the Xxxxxxxxx Xxxx Warrant shall be issued by the Companyso surrendered.

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., California Time, on the "Exercisability Date" (hereinafter defined)December 22, 1999 and ending at 5:00 p.m., New York, New York timeCalifornia Time, on December 2621, 2006 2003 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 in respect to of which such portion of the Warrant is Warrants are then exercised. , but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's wire transfer, by certified or official bank check or by wire transfer or (ii) through the surrender use 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 Appreciation Currency (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. (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 3(bbelow), the value of the or any combination thereof. As soon as practicable following surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants as described above and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercisePrice, the Company shall, within five (5) business days, shall issue and cause to be delivered to the Warrantholder and in the name or upon the written order names of the HolderWarrantholder or, and subject to compliance with the provisions of Section 11(a) hereof, in such name or names as the Holder Warrantholder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cash, as provided cash in Section 8 hereof, with respect to lieu of any fractional Shares otherwise issuable upon such surrender as provided in Section 9 hereof. 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 securities as of the cashdate of surrender of the Warrants and payment of the Warrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the certificate evidencing the a Warrant is exercised with respect to for less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company. (c) As used herein, "Appreciation Currency" shall mean the consideration given by the surrender of Warrants in exchange for Shares. The number of Shares to which the holder shall be entitled upon such surrender of Warrants ("X") shall be determined by applying the following formula: X = N x (($S - $W)/$S), where "N" is the number of Shares that would be received if the Warrants surrendered were instead exercised for cash, "$S" is the Current Market Price (as defined in section 9) per share of Common Stock and "$W" is the Warrant Price defined in section 7 as adjusted and readjusted as set forth in Section 8.

Term of Warrants; Exercise of Warrants. (a) 2.1 Subject to the terms of this Agreement, the Holder Warrantholder shall have the right, upon the occurrence of a "Triggering Event," as hereinafter defined, at any time during the period commencing on the "Exercisability Date" (hereinafter defined), and ending at until 5:00 p.m., New York, New York Los Angeles time, on December 26May 1, 2006 2005 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant to be exercised together with the purchase form duly filled in this Agreement 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 4 and 7 5 hereof), 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 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's check cash 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as the Holder 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 8 hereof, with respect to any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7check. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the certificate Warrants are partially exercised, a new Warrant Agreement evidencing the Warrant is exercised remaining portion of the Warrants shall be executed by both parties hereto. 2.2 As used herein, "Triggering Event" shall mean and include the first to occur of: 2.2.1 the successful completion of a public offering by the Company of securities of the Company pursuant to a Registration Statement filed with respect to less the Securities and Exchange Commission (other than a registration on Form S-8 of a similar form contemplating the registration of securities for an employee equity or benefit plan); or 2.2.2 the completion of a merger of the Company with or into any other corporation or entity (other than a merger with a wholly-owned subsidiary of the Company, or a merger solely for the purpose of changing the domicile and state of incorporation of the Company); or 2.2.3 the completion of a sale of all or substantially all of the Shares specified therein at any time prior to outstanding securities of the Termination Date, Company in a new certificate evidencing single transaction or a series of related transactions; or 2.2.4 the remaining Warrant shall be issued completion of a sale of all or substantially all of the outstanding securities of the Company by the Companyholders thereof in a single transaction or a series of related transactions.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Eastern Time, on March 4, 2002 (the "Exercisability Date" (hereinafter defined), COMMENCEMENT DATE") and ending at 5:00 p.m., New York, New York timeEastern Time, on December 26March 4, 2006 2005 (the "Termination DateTERMINATION DATE"), to purchase from the Company up to the number of fully paid and nonassessable Shares which the Holder such 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, Company at its principal office in Dallas, Texas, of the certificate evidencing the portion of the Warrant Warrants to be exercised together exercised, with the purchase form on the reverse thereof duly filled in completed 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 this Section 3 and Sections 6 7 and 7 8 hereof, allocable to ) for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised, but in no event for fewer than 100 Shares (unless fewer than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held of record by a Warrantholder). Payment of the aggregate Warrant Price shall be made (i) in cash, cash or by certified or cashier's check or by wire transfer or (ii) through the surrender of debtcheck, preferred equity securities or Common Stock of the Company having a principal amount, liquidation preferencein next day funds, 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 any combination 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. (b) The holder Upon surrender 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 certificates 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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holdera Warrantholder, and (subject to Section 11 hereof) in such name or names as the Holder such Warrantholder may designate, a certificate or certificates for the number of full Shares so purchased acquired upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to 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 surrender of the Warrants being exercised and payment of the cash, property and other Warrant Price notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, exercisable at the election of the Holder, a Warrantholder either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to less of fewer than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the Company.

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 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 certified 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) belowbank draft. 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, Warrantholder and in such the name or names as of the Holder may designate, 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 8 9 hereof, with in respect to of any fractional Shares otherwise issuable upon such surrender surrender. Such certificate or certificates shall be deemed to have been issued and the cashWarrantholder 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, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer book of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Datetermination date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company. Upon the exercise of a Warrant at a time when there is 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 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 issuable upon the exercise of any Warrant unless and until any then applicable requirements of the Securities and Exchange Commission, the California Corporations Commissioner, or other regulatory agencies having jurisdiction, and of any exchanges upon which common stock of the Company may be listed, shall have been complied with in full.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms hereof, the holder of this Agreement, the Holder Warrant shall have the right, at any time during and from time to time, from and after the period commencing date hereof until 11:59 PM New York City Time on the "Exercisability Date" date that is one hundred and eighty (hereinafter defined), and ending at 5:00 p.m., New York, New York time, on December 26, 2006 180) days after the Closing Date (as defined in the "Termination Date"Securities Purchase Agreement), to purchase from the Company up to the number of Shares shares of Common Stock which the Holder such 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 itWarrant, upon surrender to the Company, at its principal office in Dallas, Texasaddress for receipt of notices pursuant to Section 9 hereof, of the certificate evidencing the portion of the Warrant to be exercised this Warrant, together with the purchase Notice of Exercise form at the end hereof duly filled in completed and signed, and upon accompanied by 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 Price for the number of Shares shares with respect to which such portion of the this Warrant is then being exercised. . (b) Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's check or by wire transfer or to an account specified in writing (iiincluding by email) 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) hereofCompany. (c) Upon such surrender of the this Warrant (or certificate therefor) and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, holder of this Warrant and in such name or names as the Holder such holder may designate, a certificate or certificates for the number of full Shares shares of Common Stock so purchased purchased. 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 of Common Stock as of the close of business on the date of the surrender of this Warrant and, if applicable, payment of the Warrant Price as aforesaid, notwithstanding that the certificates representing such shares shall not actually have been delivered or that the stock transfer books of the Company shall then be closed. The Company hereby represents and warrants that any Common Stock issued upon the exercise of this Warrant will be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges (other than liens or charges created by the holder of the Warrant or taxes in respect of any transfer occurring contemporaneously therewith). The Company will at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of providing for the exercise of this Warrant, together with cashthe aggregate number of shares of Common Stock, as provided in Section 8 hereofthe case may be, with respect to any fractional Shares otherwise then issuable upon such surrender and exercise of this Warrant. The Company will (i) procure, at its sole expense, the cash, property listing of the Common Stock and other securities issuable upon exercise of this Warrant, subject to issuance or notice of issuance on all stock exchanges on which the Holder is entitled pursuant to Common Stock are then listed or traded and (ii) maintain the provisions listing of Section 7such Common Stock after issuance. The Company will ensure that the Common Stock may be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the Common Stock are listed or traded. (d) This Warrant shall be exercisable, at the election of the Holderholder of this Warrant, either in whole full or from time to time in part and, in part. In the event that the certificate evidencing the this Warrant is exercised with respect to less than the aggregate number of shares of Common Stock this Warrant then entitles such holder to purchase, the Company shall deliver to or upon the order of such holder hereof a new Warrant evidencing the rights of such holder to purchase the unpurchased shares of Common Stock then called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. In the alternative, at the request of the Shares specified therein at holder upon any time prior to partial exercise of this Warrant, appropriate notation may be made on this Warrant and the Termination Date, a new certificate evidencing the remaining Warrant same shall be issued by the Companyreturned to such holder.

Term of Warrants; Exercise of Warrants. (a) 3.1 Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the "Exercisability date of issuance of the Warrants (the “Issuance Date" (hereinafter defined), ”) and ending at 5:00 p.m., New York, New York time, on December 26, 2006 p.m. of the day preceding the fifth anniversary date of the issuance (the "“Termination Date"”), to purchase from the Company up to the number of fully paid and nonassessable Shares to which the Holder Warrantholder may at the time be entitled to purchase pursuant to this Agreement and Agreement; provided, however that the portion right to exercise the Warrants shall terminate immediately upon a merger, acquisition, sale of voting control or sale of substantially all of the Warrant assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation (or certificate therefor) then held collectively, a “Change in Control.”). Such purchase of Shares shall be effectuated by it, upon the surrender to the Company, at its principal office in Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and 7 section 8 hereof), allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. . 3.2 Payment of the aggregate 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. (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 Warrant3.3 hereof. For purposes of this Section 3(b), the value of the Upon surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder, and in such name or names as the Holder Warrantholder may designate, 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 8 11 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the Holdereach Warrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the CompanyCompany to such Warrantholder.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the "Exercisability Date" (hereinafter defined)__________, 2000 and ending at 5:00 p.m., New York, New York timePacific Time, on December 26____________, 2006 2004 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and sections 7 and 8 hereof), allocable to for the number of Warrant Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. , but in no event for less than 100 Warrant Shares (unless less than an aggregate of 100 Warrant Shares are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's check or by wire transfer or (ii) check, through the surrender use 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 Appreciation Currency (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. (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 3(bbelow), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the then Warrant Price per share of Common Stockor any combination thereof. If the determination of current market price per share of Common Stock is to be made for a "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder, and in such name or names as the Holder Warrantholder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to of any fractional Warrant 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the Holdereach Warrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Warrant Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the CompanyCompany to such Warrantholder. (c) As used herein, "Appreciation Currency" shall mean the consideration given by the surrender to the Company of a Warrant (or portion thereof) in an amount equal to the product of (i) the number of Warrant Shares purchasable upon exercise of the Warrant (or portion thereof) surrendered for exercise, and (ii) the excess of the Current Market Price (as defined in section 9) per share of Common Stock over the Warrant Price. For purposes of determining Appreciation Currency, the Warrant Price shall mean the Warrant Price defined in section 7 as adjusted and readjusted as set forth in Section 8.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the "Exercisability Date" (hereinafter defined)________ __, 2000 and ending at 5:00 p.m., New York, New York timePacific Time, on December 26__________ __, 2006 2004 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and sections 7 and 8 hereof), allocable to for the number of Warrant Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. , but in no event for less than 100 Warrant Shares (unless less than an aggregate of 100 Warrant Shares are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's check or by wire transfer or (ii) check, through the surrender use 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 Appreciation Currency (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. (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 3(bbelow), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the then Warrant Price per share of Common Stockor any combination thereof. If the determination of current market price per share of Common Stock is to be made for a "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder, and in such name or names as the Holder Warrantholder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to of any fractional Warrant 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the Holdereach Warrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Warrant Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the CompanyCompany to such Warrantholder. (c) As used herein, "Appreciation Currency" shall mean the consideration given by the surrender to the Company of a Warrant (or portion thereof) in an amount equal to the product of (i) the number of Warrant Shares purchasable upon exercise of the Warrant (or portion thereof) surrendered for exercise, and (ii) the excess of the Current Market Price (as defined in section 9) per share of Common Stock over the Warrant Price. For purposes of determining Appreciation Currency, the Warrant Price shall mean the Warrant Price defined in section 7 as adjusted and readjusted as set forth in Section 8.

Term of Warrants; Exercise of Warrants. (a) 3.1 Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the a five-year period commencing at 9:00 a.m., Los Angeles Time, on the "Exercisability Date" (hereinafter defined), date which is one year from the Closing Date and ending at 5:00 p.m., New York, New York time, terminating on December 26, 2006 the fifth year anniversary date of the Closing Date (the "“Termination Date"”), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this Section 3 and Section 7 hereof), allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. . 3.2 Payment of the aggregate 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. (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 Warrant3.3 hereof. For purposes of this Section 3(b), the value of the Upon surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder, and in such name or names as the Holder Warrantholder may designatedesignate in writing, 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 8 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the Holdereach Warrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the CompanyCompany to such Warrantholder.

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., New York Time, on the "Exercisability Date" (hereinafter defined)May 2, 1997 and ending at 5:00 p.m., New York, New York timeTime, on December 26May 1, 2006 2000 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and sections 7 and 8 hereof), allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. , but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's check wire transfer, by certified or by wire transfer or (ii) through the surrender of debtofficial bank check, 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 pursuant 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" cashless 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. (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 procedures 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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by the Company in connection with such offering. Otherwise, the current market price shall be determined in accordance with the provisions of Section 7.1(f3(c) hereof. (c) , or any combination thereof. Upon such surrender of the Warrant (or certificate therefor) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder and in the name or names of the Warrantholder or, and subject to compliance with the provisions of Section 11(a), in such name or names as the Holder Warrantholder may designate, 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 8 9 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be close. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant is Warrants in exercised with in 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 portion of the Warrants will be issued by the Company. (c) The Company shall establish procedures whereby the Warrantholder, subject to the requirements of Regulation T, federal income tax laws and other federal, state and local tax and securities laws, can exercise the Warrant or a portion thereof without making a direct payment of the Warrant Price to the Company. The Company shall determine such administrative procedures and policies as it deems appropriate and such procedures and policies shall be binding on any Warrantholder wishing to use the cashless exercise program.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, Each Warrant entitles the Holder shall have thereof to purchase, on or after the right, date hereof one share of Common Stock at any time during the period commencing on the "Exercisability Date" (hereinafter defined), and ending at or before 5:00 p.m., New York, New York time, on December 26the earlier to occur of (i) the 60th day after default by IMR in its obligations under the Credit Agreement if such default shall not have been cured or waived by such 60th day, 2006 and (ii) the fifth anniversary of the date of this Agreement (the "Termination Expiration Date") at the lesser of (i) $5.25 per share and (ii) if there shall have occurred a Rights Offering (as defined in the Stock Purchase Agreement, dated as of July 8, 1991, between the Company, Hanover Direct, Inc. and North American Resources Limited (the "Stock Purchase Agreement")), a price per share equal to the product of 1.75 multiplied by the Rights Offering Price (as defined in the Stock Purchase Agreement) (the "Exercise Price"), as the same may be adjusted pursuant to Annex B hereof. (b) Subject to the provisions of this Agreement, and provided that IMR shall not at the time be in default in its obligations under the Credit Agreement, the Holder of each Warrant shall have the right, which may be exercised as expressed in such Warrant, 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 Company shall issue and sell to each such Holder) one fully paid and nonassessable share of the Warrant (or certificate therefor) then held by it, Common Stock upon surrender to the Company, at or its principal office in Dallas, Texasduly authorized agent, of the certificate evidencing the portion of the Certificate or Certificates representing such Warrant to be exercised together or Warrants, with the form of election to purchase form on the reverse thereof duly filled in and signed, and upon payment to the Company of the portion of the Warrant Exercise 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 such Exercise Price shall may be made (i) in cash, cash or by cashier's certified or official bank check or by wire transfer or (ii) through payable to the surrender of debt, preferred equity securities or Common Stock order 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 dateCompany. (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 Subject to make Section 6 hereof, upon such surrender of Warrants, and payment of the Warrant PriceExercise Price as aforesaid, in full or in part, by surrender of its right the Company shall issue and cause to purchase certain shares of Common Stock pursuant be delivered to the Warrant. For purposes Holder or upon the written order of this Section 3(b), such Holder and (subject to receipt of evidence of compliance with the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by the Company in connection with such offering. Otherwise, the current market price shall be determined Act in accordance with the provisions of Section 7.1(f4 of this Agreement) hereof. (c) Upon such surrender of the Warrant (or certificate therefor) and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as the Holder may designate, certificate a Certificate or certificates Certificates for the number of full Warrant Shares so purchased upon the exercise of the Warrantpurchased, together with cashcash or check, as provided in Section 8 hereof10 of this Agreement, with in respect to any fractional Shares of a fraction of a share of such stock otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7. The Warrant shall be exercisable, at the election of the Holder, either in whole or from time to time in part and, if the number of Warrants represented by a Certificate shall not be exercised 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 Datefull, a new certificate evidencing the remaining Warrant shall be issued Certificate or Certificates, executed by the Company, for the balance of the number of whole Warrants represented by the surrendered Certificate. (d) If permitted by applicable law, such Certificate or Certificates shall 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 such Warrants and

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 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by the Company in connection with such offering. Otherwise, the current market price shall be determined adjusted in accordance with the provisions of Section 7.1(f) hereof. (c) 8 of this Agreement, for the number of Shares in respect of which such 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 order of the Company. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon such each surrender of the Warrant (or certificate therefor) Warrants and payment of such Warrant the Exercise Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, Holder of such Warrants and in such name or names as the such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants. 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 Warrantdate of the surrender of Warrants and payment of the Exercise Price as aforesaid; provided, together with cashhowever, as provided in Section 8 hereofthat if, with respect to any fractional Shares otherwise 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 surrender Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened and until such date the cashCompany shall be under no duty to deliver any certificate for such Shares; provided, property and other securities to which further, however, that the Holder is entitled pursuant to the provisions of Section 7transfer books or record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The Warrant rights of purchase represented by the Warrants shall be exercisable, at the election of the HolderHolder(s) thereof, either in whole full or from time to time in part and, in the event that the certificate evidencing the any Warrant is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Dateissuable upon such exercise, a new certificate evidencing Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant shall be issued by the Companyso surrendered.

Term of Warrants; Exercise of Warrants. (a) Each Warrant entitles the Holder thereof to purchase, on or after the date hereof, one share of Common Stock at any time on or before 5:00 p.m., New York Time, on July 10, 1996 (the "Expiration Date"), at the lesser of (i) $5.25 per share or (ii) if there shall have occurred a Rights Offering (as such term is defined in the Stock Purchase Agreement), a price per share equal to the product of 1.75 multiplied by the Rights Offering Price (as such term is defined in the Stock Purchase Agreement) (the "Exercise Price") as the same may be adjusted pursuant to Annex B hereof. (b) Subject to the terms provisions of this Agreement, the Holder of each Warrant 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 Warrant, 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 Company shall issue and sell to each such Holder) one fully paid and nonassessable share of the Warrant (or certificate therefor) then held by it, Common Stock upon surrender to the Company, at or its principal office in Dallas, Texasduly authorized agent, of the certificate evidencing the portion of the Certificate or Certificates representing such Warrant to be exercised together or Warrants, with the form of election to purchase form on the reverse thereof duly filled in and signed, and upon payment to the Company of the portion of the Warrant Exercise 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 such Exercise Price shall may be made (i) in cash, cash or by cashier's certified or official bank check or by wire transfer or (ii) through payable to the surrender of debt, preferred equity securities or Common Stock order 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 dateCompany. (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 Subject to make Section 6 hereof, upon such surrender of Warrants, and payment of the Warrant PriceExercise Price as aforesaid, in full or in part, by surrender of its right the Company shall issue and cause to purchase certain shares of Common Stock pursuant be delivered to the Warrant. For purposes Holder or upon the written order of this Section 3(b), such Holder and (subject to receipt of evidence of compliance with the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by the Company in connection with such offering. Otherwise, the current market price shall be determined Act in accordance with the provisions of Section 7.1(f4 of this Agreement) hereof. (c) Upon such surrender of the Warrant (or certificate therefor) and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as the Holder may designate, certificate a Certificate a Certificate or certificates Certificates for the number of full Warrant Shares so purchased upon the exercise of the Warrantpurchased, together with cashcash or check, as provided in Section 8 hereof10 of this Agreement, with in respect to any fractional Shares of a fraction of a share of such stock otherwise issuable upon such surrender and, if the number of Warrants represented by a Certificate shall not be exercised in full, a new Certificate or Certificates, executed by the Company, for the balance of the number of whole Warrants represented by the surrendered Certificate. (d) If permitted by applicable law, 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 cash, property date of the surrender of such Warrants and other securities to which payment of the Holder is entitled pursuant to the provisions of Section 7Exercise Price. The Warrant Warrants shall be exercisable, at the election of the HolderHolder thereof, either in whole as an entirety or from time to time in for part and, in the event that the certificate evidencing the Warrant is exercised with respect to less than all of the Shares shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall be issued by the Companytherein.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms provisions of this Agreement, the Holder Warrants will be exercisable by the Investor from and after the date hereof until 5:00 p.m. Cleveland, Ohio local time, on _____________, 1999 (the "Term") and after such time period will no longer be exercisable. (a) Each Warrant entitles the Investor to purchase one (1) share of Common Stock at a purchase price of $4.00 per share of Common Stock, subject to adjustment (the "Warrant Price"). (b) Subject to the provisions of this Agreement, the Investor 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"), right to purchase from the Company up (and the Company shall issue and sell to the Investor) 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 form of election to 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 for the number of Shares with shares of Common Stock in respect to of which such portion of the Warrant is Warrants are then exercised. The date of exercise of any Warrant shall be deemed to be the date of its receipt by the Company duly filled in and signed and accompanied by proper payment as hereinafter provided. Payment of the such Warrant Price shall may be made (i) in cash, by cashier's check personal, certified 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) hereofofficial bank check. (c) Upon such surrender of the Warrant (or certificate therefor) Warrants, and payment of such the Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, and in such name or names as the Holder may designate, Investor a certificate or certificates for the number of full Shares shares of Common Stock so purchased upon the exercise of such Warrants. (d) On any partial exercise, the Warrant, together with cash, Company shall promptly issue and deliver to the holder of the Warrant a new Warrant in the name of that holder providing for the right to purchase the number of shares of Common Stock as provided in Section 8 hereof, with respect to any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7. The Warrant shall be exercisable, at the election of the Holder, either in whole 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 Companyhas not been exercised.

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 or (ii) through the surrender transfer. Notwithstanding any other provision 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 this Agreement to the aggregate contrary, no Warrant Price to shall 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. (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 Priceexercised, in full whole or in part, by surrender for an amount of its right Shares that is less than 50,000 or the remaining Shares that such Warrantholder is then able to purchase certain shares upon exercise of Common Stock pursuant to the Warrant. For purposes of this Section 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch (and, in any event, no later than 10 business days from the date of such surrender and payment) to or upon the written order of the Holder, Warrantholder and in such name or names as the Holder Warrantholder may designate, 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 8 hereof, 9 hereof with respect to any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder Warrantholder is entitled pursuant to the provisions of Section 78. The 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 the Warrant and payment of the Warrant Price, as aforesaid, notwithstanding that the certificates representing such Shares shall not actually have been delivered or that the stock and warrant transfer books of the Company shall then be closed. A Warrant shall be exercisable, at the election of the HolderWarrantholder, either in whole 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 Notwithstanding anything herein to the contrary, the Warrantholders may, at their option, at any time prior to during the period commencing on the Exercisability Date and ending on the Termination Date, exchange the Warrants, in whole or in part (a new "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 executive office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Warrantholder's intent to effect such exchange, the 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 Warrant subject to this Agreement, shall be issued as of the Exchange 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 (i) the number of Shares specified by the CompanyWarrantholder in its Notice of Exchange (the "Total Number") less (ii) the number of 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 8.1) of a share of Common Stock as at the Exchange Date.

Term of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Holder Warrantholders shall have the right, at any time during the period commencing at 9:00 a.m., California Time, on the "Exercisability Date" (hereinafter defined)___________, 1999 and ending at 5:00 p.m., New York, New York timeCalifornia Time, on December 26___________, 2006 2003 (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and sections 7 and 8 hereof), allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. , but in no event for less than 100 Shares (unless less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's wire transfer, by certified or official bank check or by wire transfer or (ii) through the surrender use 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 Appreciation Currency (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. (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 3(bbelow), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the then Warrant Price per share of Common Stockor any combination thereof. If the determination of current market price per share of Common Stock is to be made for a "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder and in the name or names of the Warrantholder or, and subject to compliance with the provisions of Section 11(a), in such name or names as the Holder Warrantholder may designate, 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 8 9 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company. (c) As used herein, "Appreciation Currency" shall mean the consideration given by the surrender of Warrants in exchange for Shares. The number of Shares to which the holder shall be entitled upon such surrender of Warrants ("X") shall be determined by applying the following formula: X = N MULTIPLIED BY (($S - $W)DIVIDED BY$S), where "N" is the number of Shares that would be received if the Warrants surrendered were instead exercised for cash, "$S" is the Current Market Price (as defined in section 9) per share of Common Stock and "$W" is the Warrant Price defined in section 7 as adjusted and readjusted as set forth in Section 8.

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., New York City Time, on the "Exercisability Date" (hereinafter defined)____________, 1997 and ending at 5:00 p.m., New York, New York timeCity Time, on December 26____________, 2006 2001 (the "Termination Date"), to purchase from the Company up to the number of Shares fully paid and nonassessable Units 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and sections 7 and 8 hereof), allocable to for the number of Shares with Units in respect to of which such portion Warrants are then exercised, but in no event for less than 100 Units (unless less than an aggregate of 100 Units are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Except as otherwise provided for in this Section, payment of the Warrant is then exercised. Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's check cash or by wire transfer check, or (ii) through any combination thereof. No Warrant may be exercised by the surrender Warrantholder after 5:00 p.m., New York City Time, on _____________, 2001. Subject to the terms of debtthis agreement, preferred equity securities or Common Stock each Warrant may be exercised to purchase one Unit at a price of $__________ [120% of the Company having a principal amount, liquidation preference, or current market Unit Offering price, as the case may be, equal to the aggregate ] and each Unit Warrant Price to shall 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. (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 exercisable to purchase certain shares of Common Stock pursuant to the Warrant. For purposes of this Section 3(b), the value of the surrender of the right to purchase a one share of Common Stock shall be attributed at a value equal to (i) price of $________ [120% of the current market price Warrant exercise price] per share of Common Stock minus (ii) the then share. The Unit Warrant Price per share is further subject to adjustment as set forth herein and as is provided in Section 4 of Common Stockthe Warrant Agreement. If the determination of current market price per share of Common Stock is to be made for a "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, Warrantholder and in such name or names as the Holder Warrantholder may designate, designate a certificate or certificates for the number of full Shares and Unit Warrants so purchased upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock or Unit Warrant transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares Units specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company. (c) Notwithstanding the provisions of Section 1(b) with respect to the payment of the aggregate Warrant Price to the contrary, the Holder may elect to exercise this Warrant, in whole or in part, by receiving Units equal to the value (as herein determined) of the portion of this Warrant then being exercised, in which event the Company shall issue to the Holder the number of Units determined by using the following formula: X = Y(A-B) ------ A where: X = the number of Units to be issued to the Holder under the provisions of this Section 1(c). Y = the number of Units that would otherwise be issued upon such exercise. A = the Current Fair Market Value (as hereinafter defined) of one Unit calculated as of the last trading day immediately preceding such exercise. B = the Exercise Price As used herein, the "Current Fair Market Value" of the Unit as of a specified date shall mean with respect to each Unit, (i) the aggregate of the average of the last reported sales price regular way of the Common Stock and the Warrants issuable pursuant to the Warrant Agreement sold on all securities exchanges on which such securities may at the time be listed, or (ii) if there have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or (iii) if on such day such securities are not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 p.m., New York time, or (iv) if on such day such securities are not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the Current Fair Market Value is being determined and the 20 consecutive business days prior to such day. If on the Date for which Current Fair Market Value is to be determined such securities are not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, then Current Fair Market Value of such securities shall be the highest price per share and per warrant which the Company could then obtain from a willing buyer (not a current employee or director) for such securities sold by the Company for such securities, as determined in good faith by the Board of Directors of the Company, unless prior to such date the Company has become subject to a merger, consolidation, reorganization, acquisition or other similar transaction pursuant to which the Company is not the surviving entity, in which case the Current Fair Market Value of the securities shall be deemed to be the per share value received or to be received in such transaction by the holder of such securities.

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 October 1, 1993 until 5:00 P.M., Los Angeles time, on October 30, 1997 (the "Expiration Date") at a purchase price of $10.00 per share. (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 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by the Company in connection with such offering. Otherwise, the current market price shall be determined adjusted in accordance with the provisions of Section 7.1(f) hereof. (c) 9 of this Agreement, for the number of shares in respect of which such Warrants are then exercised. Payment of such Warrant Price may be made only in cash, or by certified or official bank check. Upon such surrender of the Warrant (or certificate therefor) Warrants, and payment of such the Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, 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 shares of Common Stock so purchased upon the exercise of the Warrantsuch Warrants, together with cash, as provided in Section 8 hereof10 of this Agreement, with in respect to of any fractional Shares fraction of a share of such stock otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7surrender. The Warrant Such certificate or certificates shall be exercisable, at the election of the Holder, either in whole or from time deemed to time in part and, in the event that the certificate evidencing the Warrant is exercised with respect have been issued and any person so designated to less than all of the Shares specified be named therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall be issued by the Company.deemed to have become a holder of record of such

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 or by wire transfer or (ii) through the check. Subject to subsections 5.1 and 5.2 of this section, on such surrender of debtWarrants, 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon on the written order of the Holder, Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Shares so purchased upon 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 Warrant, together with cashdate of the surrender of such Warrants and payment of the Warrant Price, 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 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 in Section 8 hereoffurther, with respect to however, the transfer books of record, unless otherwise required by law, shall not be closed at any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7one time for a period longer than 60 days. The Warrant right of purchase represented by the Warrants shall be exercisable, at the election of the HolderHolders thereof, either in whole full or from time to time-to-time in part and, in the event that the certificate evidencing the any Warrant is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Datedate of expiration of the Warrants, a new certificate evidencing 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 for such purpose. 5.1 The Warrants may not be exercised by the Holders in the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and registration or qualification under applicable state blue sky laws pertaining to the Shares issuable on exercise of the Warrants or there is an available exemption from such federal or state registration requirements. 5.2 If the Company is required to file a registration statement in accordance with the provisions of subsection 5.1, the Company shall be take all steps reasonably necessary to permit the exercise of the Warrants and the issuance of the Shares under the applicable state securities laws of those states in which the Warrants were originally issued by the Company. The Company will take such reasonable steps which it determines, in its sole discretion, are necessary to permit the exercise of Warrants and the issuance of the Shares under the laws of any other state in which a Holder then resides on the written request to do so by such Holder, but in no event shall the Company be required to consent to the general service of process in any state other than those states in which the Warrants were originally issued. Holders who reside in any state where the Company cannot, with the exercise of reasonable diligence and without consenting to general service of process, obtain qualification for the exercise of the Warrants and the issuance of the Shares may not, as a result thereof, be able to exercise their Warrants, and the Company is under no obligation to make such exercise possible in such circumstances. In the event that the Company determines to proceed with the qualification of the exercise of the Warrants and the issuance of the Shares under the securities laws of a particular state, then the exercise of such Warrants shall not be effective and the Shares shall not be issued until such qualification becomes effective. The costs of obtaining such state qualification shall be borne by the Company. 5.3 The Company shall promptly notify the Warrant Agent of the effective date of any registration statement which the Company is required to file under subsection 5.1 and the date on which the Shares become qualified or registered under the state securities laws of any state in which the Company obtains qualification or registration with respect to such Shares. The Warrant Agent shall not issue any Shares with respect to any Warrant surrendered for exercise unless such Warrants are surrendered and received by the Warrant Agent during a period that the registration statement is effective. Furthermore, the Warrant Agent shall not issue any Shares on the exercise of any Warrants received from a Holder who is a resident of a state with respect to which the Shares issuable on exercise of the Warrants are not qualified or registered.

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" (hereinafter defined)__________ __, 1998 and ending at 5:00 p.m., New York, New York timePacific Time, on December 26____________ __, 2006 2000 (the "Termination Date"), to purchase from the Company up to the number of Shares Units to 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 Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and sections 7 and 8 hereof), allocable to for the number of Shares with Units in respect to of which such portion of the Warrant is Warrants are then exercised. , but in no event for less than 100 Units (unless less than an aggregate of 100 Units are then purchasable under all outstanding Warrants held by a Warrantholder). (b) Payment of the aggregate Warrant Price shall be made (i) in cash, by cashier's check cash 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 preferencecheck, 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 any combination 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder, Warrantholder and in such name or names as the Holder Warrantholder may designate, designate a certificate or certificates for the number of full Shares Units so purchased upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the HolderWarrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares Units specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company.

Term of Warrants; Exercise of Warrants. (a) 3.1 Subject to the terms of this Agreement, the Holder each Warrantholder shall have the right, at any time during the period commencing at 9:00 a.m., Western Time, on the "Exercisability Date" (hereinafter defined), date of issuance of the Warrants and ending at 5:00 p.m., New York, New York time, on December 26, 2006 p.m. of the day preceding the fifth anniversary date of the issuance (the "“Termination Date"”), to purchase from the Company up to the number of fully paid and nonassessable Shares to which the Holder Warrantholder may at the time be entitled to purchase pursuant to this Agreement and Agreement. Such purchase of Shares shall be effectuated by the portion of the Warrant (or certificate therefor) then held by it, upon surrender to the Company, at its principal office in Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in and signed, with signatures guaranteed, 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 this section 3 and 7 section 8 hereof), allocable to for the number of Shares with in respect to of which such portion of the Warrant is Warrants are then exercised. . 3.2 Payment of the aggregate 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. (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 Warrant3.3 hereof. For purposes of this Section 3(b), the value of the Upon surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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) Warrants and payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the HolderWarrantholder, and in such name or names as the Holder Warrantholder may designate, 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 8 10 hereof, with in respect to 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 securities as of the date of surrender of the Warrants and payment of the cashWarrant Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the Holdereach Warrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant portion of the Warrants shall be issued by the CompanyCompany to such Warrantholder.

Term of Warrants; Exercise of Warrants. (a) 3.1.1 Subject to the terms of this AgreementInstrument, the Holder each Warrantholder shall have the right, at any time during the period commencing on the "Exercisability Date" (hereinafter defined)June 11, 2006 and ending at 5:00 p.m., New York, New York City time, on December 26June 10, 2006 2011 (the "Termination Date"), to purchase from the Company up to the number of Shares fully paid and nonassessable shares of Common Stock which the Holder such 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 itInstrument, upon surrender to the Company, at its principal office in Dallas, Texasoffice, of the certificate evidencing the portion of the Warrant Warrants to be exercised exercised, together with the purchase form on the reverse thereof duly filled in completed and signed, with signatures guaranteed (in such manner as is customary in the securities industry generally), and upon payment to the Company of the portion of the Warrant Price, Exercise Price (as defined in and determined in accordance with the provisions of this Section 3 and Sections 6 7 and 7 8 hereof), allocable to for the number of Shares with respect to which such portion shares 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 respect 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 formsuch Warrants are then exercised, but in no event earlier less than June 27, 1998 in the event such offering occurs prior to such date. (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 1,000 shares of Common Stock pursuant to the Warrant. For purposes (unless less than an aggregate of this Section 3(b), the value of the surrender of the right to purchase a share 1,000 shares of Common Stock are then purchasable under all outstanding Warrants held by a Warrantholder). 3.1.2 Payment of the aggregate Exercise Price shall be attributed a value equal made in cash, by certified or cashier's check in next day funds, by cancellation of indebtedness due to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred Warrantholder by the Company in connection with such offeringor any combination thereof. 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) Warrants and payment of such Warrant Exercise Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holdera Warrantholder, and (subject to Section 1 hereof) in such name or names as the Holder such Warrantholder may designate, a certificate or certificates for the number of full Shares shares of Common Stock so purchased upon the exercise of the Warrant, together with cash, as provided in Section 8 9 hereof, with in respect to of any fractional Shares shares of Common Stock 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 of Common Stock as of the date of surrender of the Warrants being exercised and payment of the cashExercise Price, property and other as aforesaid, notwithstanding that the certificate or certificates representing such securities to which shall not actually have been delivered or that the Holder is entitled pursuant to stock transfer books of the provisions of Section 7Company shall then be closed. The Warrant Warrants shall be exercisable, at the election of the Holdera Warrantholder, either in whole full or from time to time in part and, in the event that the a certificate evidencing the Warrant Warrants is exercised with in respect to of less than all of the Shares shares of Common Stock specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant shall portion of the Warrants will be issued by the Company.

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. 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. (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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as the Holder 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 8 hereof, with respect to any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7. The Warrant shall be exercisable, at the election of the Holder, either in whole 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.the

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 or (ii) through the surrender Warrantholder of debtany additional consideration, 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. (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 equal to the Warrant. For purposes of this Section 3(b), the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the right company, 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 purchase a 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 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 value of one share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus (ii) the 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 "cashless" or "net-issue" exercise in connection with an initial public offering of Common Stock, the current market price per share of Common Stock shall equal the per share offering price without deductions for any compensation, discounts or expenses paid or incurred by 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 payment of such Warrant Price as aforesaid, or after "cashless" or "net issue" exercise, the Company shall, within five (5) business days, issue and cause to be delivered to or upon the written order of the Holder, and in such name or names as the Holder may designate, certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cashstock, as provided in Section 8 hereofdetermined below, with respect to any fractional Shares otherwise issuable upon such surrender and the cash, property and other securities to which the Holder is entitled pursuant to the provisions of Section 7. The Warrant shall be exercisable, as at the time the net issue election of the Holder, either in whole 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 Companymade.

Term of Warrants; Exercise of Warrants. Each Warrant entitles the -------------------------------------- Warrant Holder thereof to purchase one Share at a purchase price of $____ per Share [TO BE EQUAL TO 150% OF THE INITIAL PUBLIC OFFERING PRICE] (athe "Exercise Price") at any time from the first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., Boston time (the "Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the number of Shares issuable upon exercise of each Warrant 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 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 Warrant, to purchase from the Company up (and the Company shall issue and sell to such Warrant Holder) the number of fully paid and nonassessable Shares which the Holder may at the time be entitled to purchase pursuant to this Agreement and the portion of the specified in such Warrant (or certificate therefor) then held by itHolder's Warrant, upon surrender to the Company, at or its principal office in Dallas, Texasduly authorized agent, of such Warrant, with an election to purchase attached thereto in the certificate evidencing form of Exhibit B to this Agreement duly completed and --------- signed, with (if requested by the portion Company within two business days of surrender of the Warrant to be exercised together with the purchase form duly filled election to purchase) 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 and signedthe 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 then exercised. Payment Notwithstanding the method of the Warrant Price shall be made (i) exercise set forth in cashany Warrant, 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 that the Warrant Holder thereof has not exercised such offering occurs Warrant prior to such date. (b) The holder the Close of Business on 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 Expiration Date 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 3(b), the value of the surrender of the right to purchase a share of Common Stock shall be attributed a value equal to (i) the current market price per share of Common Stock minus at the Close of Business on the Expiration Date (iias determined substantially in accordance with Section 8(d), but using the closing prices or quotations, as the case may be, on such Expiration Date rather than a 30-day average) is greater than the Exercise Price, then the Warrant Holder thereof shall be deemed to have exercised such Warrant in full immediately prior to the Close of Business on the Expiration Date (an "Automatic Exercise"). Payment of the Exercise Price per share may be made in cash or by check payable to the order of the Company in the amount obtained by multiplying the number of Shares for which such Warrant is then being exercised by the Exercise Price then in effect (such amount, the "Exercise Payment"), except that the Warrant Holder may, at its option, elect to pay the Exercise Payment by delivering to the Company the number of shares of Common Stock. If Stock determined by dividing the determination of Exercise Payment by the current market price per (as defined in paragraph (d) of Section 8) of a share of Common Stock on the date of exercise or by cancelling a portion of such Warrant that is equal to be made for a "cashless" or "net-issue" exercise in connection with an initial public offering the number of Common Stock, shares determined by dividing the Exercise Payment by the current market price per (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the date of exercise. In the event of an Automatic Exercise of any Warrant, the Warrant Holder thereof shall be deemed to have chosen to cancel the portion of its Warrant that is equal to the per share offering price without deductions for any compensation, discounts or expenses paid or incurred number of shares determined by dividing the Company in connection with such offering. Otherwise, Exercise Payment by the current market price (as defined in paragraph (d) of Section 8) of a share of Common Stock as of the Close of Business on the Expiration Date. Except as set forth in Section 8, no adjustment shall be determined in accordance with the provisions made for any dividends on any Shares issuable upon exercise of Section 7.1(f) hereof. (c) a Warrant. Upon such each surrender of the Warrant (or certificate therefor) Warrants and payment of such Warrant Price the Exercise Payment as aforesaid, or after "cashless" or "net issue" exerciseupon the occurrence of an Automatic Exercise, the Company shall, within five (5) business days, shall issue and cause to be delivered with all reasonable dispatch (but in any event within three (3) business days) to or upon the written order of the Holder, Warrant Holder and (subject to receipt of evidence of compliance with the Act and applicable state securities laws in accordance with the provisions of Section 10 of this Agreement) in such name or names as the such Warrant Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of the such Warrant, together with cash, as provided in Section 8 hereof9 of this Agreement, with in respect to 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 such Warrant and payment of the cashExercise Payment as aforesaid, property or as of the date of the Automatic Exercise; provided, however, that if, at the -------- ------- date of surrender of such Warrant and payment of such Exercise Payment, the transfer books for the Common Stock or other securities class of stock purchasable upon the exercise of such Warrant 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 Expiration Date), and until such date the Company shall be under no duty to which deliver any certificate for such Shares; provided further, -------- ------- however, that the Holder is entitled pursuant to the provisions transfer books of Section 7record, unless otherwise required by law, ------- shall not be closed at any one time for a period longer than four (4) days. The rights of purchase represented by a Warrant shall be exercisable, at the election of the HolderWarrant Holder thereof, either in whole full or from time to time in part and, in the event that the certificate evidencing the any Warrant is exercised with in respect to of less than all of the Shares specified therein purchasable on such exercise at any time prior to the Termination Expiration Date, a new certificate evidencing Warrant or new Warrants will be issued for the remaining number of Shares specified in the Warrant shall be issued by the Companyor Warrants so surrendered.