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

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Warrant entitles the registered owner thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents ($7.50) 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, May 1, 2005 (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, which may be exercised as set forth in such Warrants, to purchase from the Company and the Company shall issue and sell to the Holder or such Holder the number of fully paid and nonassessable Shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. (b) 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 (as 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 having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) belowThe Warrants granted hereunder become exercisable upon the date of their issuance by the Company. Dates of issuance for the Warrants are specified in Section 1 hereof. Once issued, each Warrant entitles the registered owner Warrant Holder thereof to purchase one Share share of Common Stock at any time prior to 5:00 P.M., Tulsa time, on December 31, 1998 (the "Expiration Date") at a purchase price of Seven Dollars and Fifty Cents $2.50 per share, subject to adjustment in accordance with Section 12 hereof ($7.50) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price"). (b) at any time or from time to time the date of this Agreement until 5:00 p.m., California time, May 1, 2005 (the "Warrant Expiration Date"). The Exercise Price and the Shares 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 12 of this Warrant Agreement. Subject to the provisions of the this Warrant Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the purchase form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 12 of this Warrant Agreement or upon a net exercise pursuant to this subsection of this Warrant Agreement, for the number of Shares shares in respect of which such Warrants are then exercised. (b) . The Purchase Price Warrant Holder may be paid (i) pay the Exercise Price in cash cash, by certified or by cashier's official bank check payable to the order of the Company, or by the surrender to the Company securities of the Company having a Market Price equal to the Exercise Price or by the surrender to the Company indebtedness owed by the Company pursuant to the Credit Agreement (in which case the Company will accept such specified unpaid principal amount in full payment, as if such payment had been made in cash or (ii) make an exercise of Warrants for "Net Warrant Shares." The number of Net Warrant Shares will be determined as described by the surrender following formula: Net Warrant Shares = [WS x (MP-EP)]/MP. "WS" is the number of Warrant Shares issuable upon exercise of the Warrants or portion of Warrants owned by in question. "MP" is the Holder or a permitted Holder having a Warrant Value (as defined below) Market Price of the Common Stock on the last trading day preceding the date of the request to exercise equal to the Purchase Warrants. "Market Price, (iii) by the surrender of shares of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price then current market price per share and the Fair Market Value (of Common Stock, as defined below) per share multiplied by the number of Warrants being surrendereddetermined in paragraph 12.1(e). The term "Fair Market ValueEP" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purposeExercise Price.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner Warrant Holder thereof to purchase one Share share of Common Stock during the time period and subject to the conditions set forth in the Warrant Certificate at a purchase an exercise price of Seven Dollars and Fifty Cents $5.50 per share, subject to adjustment in accordance with Section 12 hereof ($7.50) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") ). Each Warrant terminates at any 5:00 p.m. Houston time or from time to time on the date fifth anniversary of this the Closing Date as defined in the Purchase Agreement until 5:00 p.m., California time, May 1, 2005 (the "Warrant Expiration Date"). . (b) The Exercise Price and the Shares 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 12 of this Warrant Agreement. Subject to the provisions of the this Warrant Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company Sheridan (and the Company Sheridan shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such Warrants, upon surrender to the CompanySheridan, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company Sheridan of the Exercise Price, as adjusted in accordance with the provisions of Section 8 12 of this Warrant Agreement or upon a net exercise pursuant to this subsection of this Warrant Agreement, for the number of Shares shares in respect of which such Warrants are then exercised. (b) . The Purchase Price Warrant Holder may be paid (i) pay the Exercise Price in cash cash, by certified or by cashier's official bank check payable to the Companyorder of Sheridan, or by the surrender to Sheridan of securities of Sheridan having a Market Price equal to the Exercise Price or (ii) make an exercise of Warrants for "Net Warrant Shares." The number of Net Warrant Shares will be determined as described by the surrender following formula: Net Warrant Shares = [WS x (MP-EP)]/MP. "WS" is the number of Warrant Shares issuable upon exercise of the Warrants or portion of Warrants owned by in question. "MP" is the Holder or a permitted Holder having a Warrant Value (as defined below) Market Price of the Common Stock on the last trading day preceding the date of the request to exercise equal to the Purchase Warrants. "Market Price, (iii) by the surrender of shares of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price then current market price per share and the Fair Market Value (of Common Stock, as defined below) per share multiplied by the number of Warrants being surrendereddetermined in paragraph 12.1(e). The term "Fair Market ValueEP" shall mean the average over the previous five (5) trading days Exercise Price. Upon such surrender of Warrants, and payment of the reported high and low sales price on the Nasdaq Small Cap MarketExercise Price, the Nasdaq National Market Systemwith cash or securities, or such other national securities exchange on which upon a net exercise as aforesaid, Sheridan at its expense shall issue and cause to be delivered with all reasonable dispatch to or upon the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average written order of the closing bid Warrant Holder and asked prices in such name or names as the over-the-counter market Warrant Holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants, together with cash, as furnished provided in Section 12 of this Warrant Agreement, in respect of any 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 Exercise Price or receipt of shares by any New York Stock Exchange member firm selected net exercise as aforesaid. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in full or from time to time by in part and, in the Company for event that purposeany Warrant is exercised in respect of less than all of the shares purchasable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner Warrant Holder thereof to purchase one Share share of Common Stock during the time period and subject to the conditions set forth in the Warrant Certificate at a purchase an exercise price of Seven Dollars and Fifty Cents $5.50 per share, subject to adjustment in accordance with Section 12 hereof ($7.50) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") ). Each Warrant terminates at any 5:00 p.m. Houston time or from time to time on the date fifth anniversary of this the Closing Date as defined in the Purchase Agreement until 5:00 p.m., California time, May 1, 2005 (the "Warrant Expiration Date"). . (b) The Exercise Price and the Shares 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 12 of this Warrant Agreement. Subject to the provisions of the this Warrant Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company Sheridan (and the Company Sheridan shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such Warrants, upon surrender to the CompanySheridan, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company Sheridan of the Exercise Price, as adjusted in accordance with the provisions of Section 8 12 of this Warrant Agreement or upon a net exercise pursuant to this subsection of this Warrant Agreement, for the number of Shares shares in respect of which such Warrants are then exercised. (b) . The Purchase Price Warrant Holder may be paid (i) pay the Exercise Price in cash cash, by certified or by cashier's official bank check payable to the Companyorder of Sheridan, or by the surrender to Sheridan of securities of Sheridan having a Market Price equal to the Exercise Price or (ii) make an exercise of Warrants for "Net Warrant Shares." The number of Net Warrant Shares will be determined as described by the surrender following formula: Net Warrant Shares = [WS x (MP-EP)]/MP. "WS" is the number of Warrant Shares issuable upon exercise of the Warrants or portion of Warrants owned by in question. "MP" is the Holder or a permitted Holder having a Warrant Value (as defined below) Market Price of the Common Stock on the last trading day preceding the date of the request to exercise equal to the Purchase Warrants. "Market Price, (iii) by the surrender of shares of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price then current market price per share and the Fair Market Value (of Common Stock, as defined below) per share multiplied by the number of Warrants being surrendereddetermined in paragraph 12.1(e). The term "Fair Market ValueEP" shall mean the average over the previous five (5) trading days Exercise Price. Upon such surrender of Warrants, and payment of the reported high and low sales price on the Nasdaq Small Cap MarketExercise Price, the Nasdaq National Market Systemwith cash or securities, or such other national securities exchange on which upon a net exercise as aforesaid, Sheridan at its expense shall issue and cause to be delivered with all reasonable dispatch to or upon the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average written order of the closing bid Warrant Holder and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.in

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each 5.1 Each Warrant entitles the registered owner thereof to purchase one Share share of Ordinary Shares at any time from 10:00 a.m., Pacific time, on February __, 2000 (the "Initiation Date") until 6:00 p.m., Pacific time, on February __, 2004 (the "Expiration Date") at a purchase price of Seven Dollars and Fifty Cents ($7.50) per Share (as adjusted from time 4.50 subject 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, May 1, 2005 adjustment (the "Warrant Expiration DatePrice"). . 5.2 The Exercise Warrant Price and the number of Warrant Shares issuable upon exercise of Warrants each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 11 of this Agreement. Subject to the provisions of the this Agreement, the each Holder or a permitted Holder of Warrants shall have the right, which may be exercised as set forth expressed in such Warrantsthe Warrant Certificate, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder of Warrants) the number of fully paid and nonassessable Warrant Shares of Common Stock specified in such WarrantsWarrant Certificate, upon surrender to the Company, or its duly authorized agent, of such WarrantsWarrant Certificate, with the form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, and upon payment to the Company of the Exercise Warrant Price, as adjusted in accordance with the provisions of Section 8 11 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made in cash, by wire transfer or by certified or official bank check, or any combination thereof. No adjustment shall be made for any dividends on any Warrant Shares of stock issuable upon exercise of a Warrant. 5.3 Upon such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such registered Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fraction of a share otherwise issuable upon such surrender and, if the number of Warrants represented by a Warrant certificate shall not be exercised in full, a new Warrant certificate, executed by the Company for the balance of the number of whole Warrant Shares. 5.4 In addition to the method of payment set forth in Section 5.2 and in lieu of any cash payment required thereunder, the Holder of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in Section 5.2 in exchange for the number of shares of Ordinary Shares of the Company equal to: (bA) The Purchase the number of shares of Ordinary Shares as to which the Warrants are being exercised multiplied by (B) a fraction, (1) the numerator of which is the difference between the Closing Price may for the Ordinary Shares and the Warrant Price and (2) the denominator of which is the Closing Price for the Ordinary Shares. Solely for the purposes of this paragraph, Closing Price shall be paid calculated either (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 (as defined below) on the date which the form of exercise equal election to purchase on the reverse of the Warrant Certificate is deemed to have been sent to the Purchase Price, Company (iii"Notice Date") by the surrender of shares of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (ivii) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid Closing Prices for each of the 20 trading days preceding the Notice Date, whichever of (i) or (ii) is greater. 5.5 If permitted by applicable law, such certificate or certificates shall be deemed to have been issued and asked prices in any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of the over-the-counter market date of the surrender of such Warrants and payment of the Warrant Price as furnished aforesaid. The rights of purchase represented by any New York Stock Exchange member firm selected the Warrants shall be exercisable, at the election of the registered Holders thereof, either as an entirety or from time to time by for only part of the Company for that purposeshares specified therein.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each 5.1 Each Warrant entitles the registered owner thereof to purchase one Share share of Common Stock at any time from 10:00 a.m., Pacific time, on __________, 1998 (the "Initiation Date") until 6:00 p.m., Pacific time, on __________, 2002 (the "Expiration Date") at a purchase price of Seven Dollars and Fifty Cents ([$7.50) per Share (as adjusted from time ________], subject 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, May 1, 2005 adjustment (the "Warrant Expiration DatePrice"). Notwithstanding the foregoing, if at 6:00 p.m., Pacific time on the Expiration Date, any Holder or Holders of the Warrants have not exercised their Warrants and the Closing Price (as defined below) for the Common Stock on the Expiration Date is greater than the Warrant Price, then each such unexercised Warrant shall be automatically converted into a number of shares of Common Stock of the Company equal to : (A) the number of shares of Common Stock then issuable upon exercise of a Warrant multiplied by (B) a fraction (1) the numerator of which is the difference between the Closing Price for the Common Stock on the Expiration Date and the Warrant Price and (2) the denominator of which is the Closing Price for the Warrant Stock on the Expiration Date. 5.2 The Exercise Warrant Price and the number of Warrant Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 11 of this Agreement. Subject to the provisions of the this Agreement, the each Holder or a permitted Holder of Warrants shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder of Warrants) the number of fully paid and nonassessable Warrant Shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, and upon payment to the Company of the Exercise Warrant Price, as adjusted in accordance with the provisions of Section 8 11 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. (b) The Purchase . Payment of such Warrant Price may shall be paid (i) made in cash or by cashier's check payable to the Companycertified or official bank check, (ii) by the or a combination thereof. No adjustment shall be made for any dividends on any Warrant Shares of stock issuable upon exercise of a Warrant. 5.3 Upon such surrender of Warrants owned by Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such registered Holder may designate, a permitted Holder having certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fraction of a Warrant Value (as defined below) on the date of exercise equal to the Purchase Priceshare otherwise issuable upon such surrender and, (iii) by the surrender of shares of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price per share and the Fair Market Value (as defined below) per share multiplied by if the number of Warrants being surrenderedrepresented by a Warrant Certificate shall not be exercised in full, a new Warrant Certificate, executed by the Company for the balance of the number of whole Warrant Shares represented by the Warrant Certificate. 5.4 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 date of the surrender of such Warrants and payment of the Warrant Price as aforesaid. The term "Fair Market Value" rights of purchase represented by the Warrants shall mean be exercisable, at the average over the previous five (5) trading days election of the reported high and low sales price on the Nasdaq Small Cap Marketregistered Holders thereof, the Nasdaq National Market System, either as an entirety or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by for only part of the Company for that purposeshares specified therein.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner Holder thereof to purchase one Share share of Common Stock at any time from the Warrant Date until 5:00 P.M., Houston time, on January 1, 2007 (the "Expiration Date") at a purchase price of Seven Dollars and Fifty Cents $0.01 per share ($7.50) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") at ). Each outstanding Warrant may be exercised on any time business day which is on or from time to time the after its date of this Agreement until issue and on or before the Expiration Date, but only if a registration statement filed under the Securities Act with respect to the exercise of such Warrants (a "Registration Statement") is, at the time of exercise, effective and available or the exercise of such Warrants is exempt from the registration requirements of the Securities Act. Any Warrants not exercised by 5:00 p.m., California Houston time, May 1, 2005 (on the "Expiration Date shall expire and all rights thereunder and all rights in respect thereof under this Warrant Expiration Date")Agreement shall automatically terminate at such time. The Exercise Price and the Shares number of shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, events pursuant to the provisions of Section 8 11 of this Warrant Agreement. Subject . (b) Each Warrant Certificate shall, subject to the provisions of the Agreementthis Warrant Agreement and such Warrant Certificate, entitle the Holder or a permitted Holder shall have the right, which may be exercised as set forth in such Warrants, thereof to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder the number of fully paid and nonassessable Shares Holder) one share of Common Stock specified in such Warrants(subject to adjustment as provided herein) for each Warrant represented thereby at the Exercise Price, upon surrender to the Company, or its duly authorized agent, of such WarrantsWarrant Certificate, with the purchase form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, and upon payment to the Company of the Exercise Price for each Warrant being exercised. Each Holder may pay the Exercise Price in cash, by certified or official bank check payable to the order of the Company; provided, that each Holder may at any time exercise the Warrants for "Net Warrant Shares." The number of Net Warrant Shares will be determined as described by the following formula: Net Warrant Shares = [WS x (MP-EP)]/MP. "WS" is the aggregate number of Warrant Shares issuable upon exercise of the Warrants or portion of Warrants in question. "MP" is the Market Price of the Common Stock on the last trading day preceding the date of the request to exercise the Warrants. "Market Price" shall mean the then current market price per share of Common Stock, as determined in paragraph 11.1(e). "EP" shall mean the Exercise Price. Upon such surrender of a Warrant Certificate, and payment of the Exercise Price, the Company at its expense shall cause its transfer agent to issue and cause to be delivered with all reasonable dispatch (but in any event within 5 business days) to or upon the written order of the Holder and in such name or names as adjusted in accordance with the provisions of Section 8 of this AgreementHolder may designate, a Warrant Certificate or Certificates for the number of Shares full shares of Common Stock so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Warrant Agreement, in respect of which any fraction of a share of such Warrants are then exercised. (b) The Purchase Price may Common Stock otherwise issuable upon such surrender. Such Warrant Certificate or Certificates shall be paid (i) in cash or by cashier's check payable deemed for all purposes 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 Company, (ii) by date of the surrender of Warrants owned by the Holder or a permitted Holder having a such Warrant Value (as defined below) on the date Certificate and payment 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 having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price per share and the Fair Market Value (or surrender of such Warrant Certificate with a notice requesting a net exercise as defined below) per share multiplied aforesaid. The rights of purchase represented by the number of Warrants being surrendered. The term "Fair Market Value" Warrant Certificates shall mean be exercisable, at the average over the previous five (5) trading days election of the reported high and low sales price on the Nasdaq Small Cap MarketHolders thereof, the Nasdaq National Market System, either in full or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by in part and, in the Company for event that purposeany Warrant Certificate is exercised in respect of less than all of the Warrants represented thereby at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner Warrant Holder thereof to purchase one Share share of Common Stock during the time period and subject to the conditions set forth in the respective Warrant Certificates at a purchase an exercise price of Seven Dollars and Fifty Cents $1.00 per share, subject to adjustment in accordance with Section 12 hereof ($7.50) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price"). Each Warrant terminates on the earlier to occur of (i) at any time or from time to time the fifth anniversary of the date on which such Warrant becomes exercisable in accordance with its terms and (ii) the closing of this the transactions contemplated by that certain Agreement until 5:00 p.m.of Merger and Plan of Reorganization dated as of December 2, California time1997 among the Company, May 1EQ Acquisition Sub, 2005 Inc., Netco and Netco Acquisition Corp. (the "Warrant Reorganization Agreement") (the "Expiration Date"). Notwithstanding anything to the contrary, in no event shall any Warrant be exercisable prior to the date set forth in Sections 7(a)(iii) and (iv) of tile Reorganization Agreement (as such date may be changed pursuant to an amendment of such agreement, the "Outside Closing Date"). (b) The Exercise Price and the Shares issuable number of shares Xxxxxx upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 12 of this Warrant Agreement. Subject to the provisions of the this Warrant Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the purchase form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. (b) 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 (as 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 having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.reverse

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Warrant entitles the registered owner thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents ($7.507.00) 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, May 1, 2005 (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, which may be exercised as set forth in such Warrants, to purchase from the Company and the Company shall issue and sell to the Holder or such Holder the number of fully paid and nonassessable Shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. (b) 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 (as 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 having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" Value 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner Warrant Holder thereof to purchase one Share share of Common Stock during the time period and subject to the conditions set forth in the respective Warrant Certificates at a purchase an exercise price of Seven Dollars and Fifty Cents $_____ per share, subject to adjustment in accordance with Section 12 hereof ($7.50) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") at any time or from time to time ). Each Warrant terminates on the date fifth anniversary of this Agreement until 5:00 p.m., California time, May 1, 2005 the Closing Date (the "Warrant Expiration Date"). . (b) The Exercise Price and the Shares 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 12 of this Warrant Agreement. Subject to the provisions of the this Warrant Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 12 of this Warrant Agreement or upon a net exercise pursuant to this subsection of this Warrant Agreement, for the number of Shares shares in respect of which such Warrants are then exercised. (b) . The Purchase Price Warrant Holder may be paid (i) pay the Exercise Price in cash cash, by certified or by cashier's official bank check payable to the order of the Company, or by the surrender to the Company of securities of the Company having a Market Price equal to the Exercise Price or by the surrender to the Company of indebtedness owed by the Company pursuant to the Credit Agreement (in which case the Company will accept such specified unpaid principal amount in full payment, as if such payment had been made in cash) or (ii) make an exercise of Warrants for "Net Warrant Shares." The number of Net Warrant Shares will be determined as described by the surrender of Warrants owned by the Holder or a permitted Holder having a following formula: Net Warrant Value Shares = [WS x (as 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 having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoingMP-EP)]/MP. The term "Warrant ValueWS" shall mean the difference between the Exercise Price per share and the Fair Market Value (as defined below) per share multiplied by is the number of Warrants being surrendered. The term "Fair Market Value" shall mean the average over the previous five (5) trading days Warrant Shares issuable upon exercise of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, Warrants or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average portion of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.Warrants

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each 5.1 Each Warrant entitles the registered owner thereof to purchase one Share share of Common Stock at any time from 10:00 a.m., Pacific time, on ________, 1999 (the "Initiation Date") until 6:00 p.m., Pacific time, on ________, 2003 (the "Expiration Date") at a purchase price of Seven Dollars and Fifty Cents ($7.50) per Share (as adjusted from time ____ subject 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, May 1, 2005 adjustment (the "Warrant Expiration DatePrice"). Notwithstanding the foregoing, if at 6:00 p.m., Pacific time on the Expiration Date, any Holder or Holders of the Warrants have not exercised their Warrants and the Closing Price (as defined below) for the Common Stock on the Expiration Date is greater than the Warrant Price, then each such unexercised Warrant shall be automatically converted into a number of shares of Common Stock of the Company equal to: (A) the number of shares of Common Stock then issuable upon exercise of a Warrant multiplied by (B) a fraction (1) the numerator of which is the difference between the Closing Price for the Common Stock on the Expiration Date and the Warrant Price and (2) the denominator of which is the Closing Price for the Common Stock on the Expiration Date. 5.2 The Exercise Warrant Price and the number of Warrant Shares issuable upon exercise of Warrants each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 11 of this Agreement. Subject to the provisions of the this Agreement, the each Holder or a permitted Holder of Warrants shall have the right, which may be exercised as set forth expressed in such Warrantsthe Warrant Certificate, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder of Warrants) the number of fully paid and nonassessable Warrant Shares of Common Stock specified in such WarrantsWarrant Certificate, upon surrender to the Company, or its duly authorized agent, of such WarrantsWarrant Certificate, with the form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, and upon payment to the Company of the Exercise Warrant Price, as adjusted in accordance with the provisions of Section 8 11 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made in cash, by wire transfer or by certified or official bank check, or any combination thereof. No adjustment shall be made for any dividends on any Warrant Shares of stock issuable upon exercise of a Warrant. (b) The Purchase Price may be paid (i) in cash or by cashier's check payable to the Company, (ii) by the 5.3 Upon such surrender of Warrants owned by Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such registered Holder may designate, a permitted Holder having certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fraction of a Warrant Value (as defined below) on the date of exercise equal to the Purchase Priceshare otherwise issuable upon such surrender and, (iii) by the surrender of shares of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price per share and the Fair Market Value (as defined below) per share multiplied by if the number of Warrants being surrenderedrepresented by a Warrant certificate shall not be exercised in full, a new Warrant certificate, executed by the Company for the balance of the number of whole Warrant Shares. 5.4 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 date of the surrender of such Warrants and payment of the Warrant Price as aforesaid. The term "Fair Market Value" rights of purchase represented by the Warrants shall mean be exercisable, at the average over the previous five (5) trading days election of the reported high and low sales price on the Nasdaq Small Cap Marketregistered Holders thereof, the Nasdaq National Market System, either as an entirety or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by for only part of the Company for that purposeshares specified therein.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Underwriter Warrant entitles the registered owner thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents ($7.50) _______ 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 first anniversary of the effective date of this Agreement the Registration Statement until 5:00 p.m., California New York City time, May 1on _____________, 2005 2004) (the "Warrant Expiration Date"). Notwithstanding the foregoing, if at 5:00 p.m. New York time on the Warrant Expiration Date, any Holder or Holders of the Underwriter Warrants have not exercised their Underwriter Warrants and the "current market price" (as such term is defined in Section 8(d) below) for the Common Shares on the Warrant Expiration Date is greater than the Exercise Price, then each such unexercised Underwriter Warrant shall automatically be converted into a number of Common Shares equal to: the number of Common Shares then issuable upon exercise of an Underwriter Warrant, multiplied by a fraction, the numerator of which is the difference between (A) the "current market price" for Common Shares on the Warrant Expiration Date and (B) the Exercise Price, and the denominator of which is the "current market price" on the Warrant Expiration Date. Prior to the Warrant Expiration Date, the Company will not take any action which would terminate the Underwriter Warrants. The Exercise Price and the Shares issuable upon exercise of the Underwriter Warrants are subject to adjustment upon the occurrence of certain events, events pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of the this Agreement, the Holder or a permitted each Holder shall have the right, which may be exercised as set forth in such Underwriter Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Holder) the number of fully paid and nonassessable Common Shares of Common Stock specified in such Underwriter Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, Underwriter Warrants with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Underwriter Warrants are then exercised. (b) 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 (as 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 having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner Warrant Holder thereof to purchase one Share share of Common Stock during the time period and subject to the conditions set forth in the respective Warrant Certificates at a purchase an exercise price of Seven Dollars and Fifty Cents $1.50 per share, subject to adjustment in accordance with Section 12 hereof ($7.50) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") at any time or from time to time ). Each Warrant terminates on the fifth anniversary of the date of this Agreement until 5:00 p.m., California time, May 1, 2005 on which such Warrant becomes exercisable in accordance with its terms (the "Warrant Expiration Date"). . (b) The Exercise Price and the Shares 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 12 of this Warrant Agreement. Subject to the provisions of the this Warrant Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the purchase form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 12 of this Agreement, Warrant Agreement for the number of Shares shares in respect of which such Warrants are then exercised. (b) . The Purchase Warrant Holder shall pay the Exercise Price may be paid (i) in cash cash, by certified or by cashier's official bank check payable to the order of the Company. The Company at its expense shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate, (ii) by a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Warrant Agreement, in respect of any 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 owned and payment of the Exercise Price. The rights of purchase represented by the Holder Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the shares purchasable on such exercise at any time prior to the Expiration Date, a permitted Holder having a new certificate evidencing the remaining Warrant Value or Warrants will be issued. (c) So long as defined below) the Company satisfies the continued listing requirements of the NASD OTCBB, the exercise rights set forth above shall be limited so that upon the exercise of the Warrants, the Warrant Holder's aggregate ownership of the Company will be less than 20% of the shares of Common Stock outstanding on the date of exercise equal to issuance of the Purchase Price, (iiiWarrants; provided that such limitation shall cease and this Section 7(c) shall become null and void upon the approval of the issuance of the Warrants by the surrender of shares shareholders of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (National Association of Securities Dealers, Inc. or upon such other event as defined below) on shall allow the date of conversion or exercise equal to or both, as appropriate, without violating the Purchase Price, or (iv) any combination applicable requirements of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price per share and the Fair Market Value (as defined below) per share multiplied by the number National Association of Warrants being surrendered. The term "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purposeSecurities Dealers.

Term of Warrants; Exercise of Warrants. (a) 2.1 Subject to Paragraph 4(d) below, each Warrant entitles the registered owner thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents ($7.50) 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 terms of this Agreement until 5:00 p.m., California time, May 1, 2005 (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 AgreementCertificate, the Holder or a permitted Holder Warrantholder shall have the right, which may be exercised as set forth in such Warrantscommencing upon issuance and ending at 5:00 p.m. Mountain Time on the Termination Date, to purchase from the Company and the Company shall issue and sell to the Holder or such Holder the number of fully paid and nonassessable Shares which the Warrantholder may at that time be entitled to purchase on exercise of Common Stock specified in such Warrants, upon this Warrant. 2.2 A Warrant shall be exercised by surrender to the Company, or at its duly authorized agentprincipal office, of such Warrantsthis Certificate evidencing the Warrant to be exercised, together with the form of election to purchase attached thereto hereto duly completed filled in and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, Price for the number of Shares in respect of which such Warrants are Warrant is then exercised. (b) The Purchase . Payment of the aggregate Exercise Price may shall be paid (i) made in cash or by cashier's check payable certified funds. 2.3 Subject to the CompanySection 3 hereof, (ii) by the upon surrender of Warrants owned by the Holder or a permitted Holder having a Warrant Value (Certificate and payment of the Exercise Price as defined below) on aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch, to or upon the written order of the Warrantholder exercising such Warrant and in such name or names as such Warrantholder may designate, certificates for the number of Shares so purchased upon the exercise of such 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 exercise equal to the Purchase Price, (iii) receipt by the surrender Company of shares such Warrant Certificate and payment of the Company's Common Stock in good form for transfer, owned Exercise Price. The rights of purchase represented by the Holder and having a Fair Market Value (as defined below) on Warrants shall be exercisable, at the date of exercise equal to the Purchase Price, or (iv) any combination election of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap MarketWarrantholders thereof, the Nasdaq National Market System, either in full or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by in part and, in the Company for event that purposea Warrant Certificate is exercised to purchase less than all of the Shares purchasable on such exercise at any time prior to the Termination Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued. 2.4 The Warrantholder will pay all documentary stamp taxes, if any, attributable to the initial issuance of the Shares upon the exercise of Warrants.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Underwriter's Warrant entitles the registered owner thereof to purchase one Share of Common Stock at a purchase price of Seven Dollars and Fifty Cents ($7.50) 6.00 per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price"). The total number of Underwriter's Warrants which may be purchased is equal to ten percent (10%) at any time or from time to time of the number of Shares sold in the Offering, excluding Shares sold as part of the over-allotment option. The Underwriter's Warrants are non-exercisable and non-transferable for a period of twelve (12) months following the effective date of the Registration Statement and will thereafter be exercisable until the date which is four years from the effective date of this Agreement until 5:00 p.m., California time, May 1, 2005 the Registration Statement (the "Warrant Expiration Date"). The Exercise Price and the amount of Shares of Common Stock issuable upon exercise of the Underwriter's 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 this Agreement, the Holder or a permitted each Holder shall have the right, which may be exercised as set forth in such Underwriter's Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Holder) the number of fully paid and nonassessable Shares of Common Stock specified in such Underwriter's Warrants, upon surrender to the Company, or its duly authorized agent, of such Underwriter's Warrants, with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Warrant Shares in respect of which such Underwriter's Warrants are then exercised. (b) The Purchase . Payment of the Exercise Price may be paid (i) 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 of Common Stock issuable upon exercise of an Underwriter's Warrants. Upon each surrender of Underwriter's Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Underwriter's Warrants and (iisubject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 10 of this Agreement) by in such name or names as such Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Underwriter's Warrants, together with cash, as provided in Section 9 of this Agreement, in respect 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 Warrant Shares as of the date of the surrender of such Underwriter's Warrants owned by and payment of the Holder or a permitted Holder having a Warrant Value (Exercise Price as defined below) on aforesaid; PROVIDED, HOWEVER, that if, at the date of exercise equal to the Purchase surrender of such Underwriter's Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Underwriter's Warrants shall be closed, the certificates for the Warrant Shares shall be issuable as of the date on which such books shall next be opened (iiiwhether 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 such transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the surrender of shares Underwriter's Warrants shall be exercisable, at the election of the Company's Common Stock Holders thereof, either in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, full or (iv) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by in part and, if any Underwriter's Warrant is exercised in respect of less than all of the Company Warrant Shares purchasable on such exercise, a new Underwriter's Warrant or Underwriter's Warrants will be issued for that purposethe remaining number of Warrant Shares specified in the Underwriter's Warrant so surrendered.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Warrant entitles the registered owner thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents ($7.507.00) 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, May 1, 2005 (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 Purchaser or a permitted Holder shall have the right, which may be exercised as set forth in such Warrants, to purchase from the Company and the Company shall issue and sell to the Holder Purchaser or such Holder the number of fully paid and nonassessable Shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. (b) 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 Purchaser or a permitted Holder having a Warrant Value (as 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 having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Underwriter Warrant entitles the registered owner thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents ($7.50) 6.60 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 first anniversary of the effective date of this Agreement the Registration Statement until 5:00 p.m., California New York City time, May 1on _____________, 2005 2005) (the "Warrant Expiration Date"). Notwithstanding the foregoing, if at 5:00 p.m. New York time on the Warrant Expiration Date, any Holder or Holders of the Underwriter Warrants have not exercised their Underwriter Warrants and the "current market price" (as such term is defined in Section 8(d) below) for the Common Shares on the Warrant Expiration Date is greater than the Exercise Price, then each such unexercised Underwriter Warrant shall automatically be converted into a number of Common Shares equal to: the number of Common Shares then issuable upon exercise of an Underwriter Warrant, multiplied by a fraction, the numerator of which is the difference between (A) the "current market price" for Common Shares on the Warrant Expiration Date and (B) the Exercise Price, and the denominator of which is the "current market price" on the Warrant Expiration Date. Prior to the Warrant Expiration Date, the Company will not take any action which would terminate the Underwriter Warrants. The Exercise Price and the Shares issuable upon exercise of the Underwriter Warrants are subject to adjustment upon the occurrence of certain events, events pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of the this Agreement, the Holder or a permitted each Holder shall have the right, which may be exercised as set forth in such Underwriter Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Holder) the number of fully paid and nonassessable Common Shares of Common Stock specified in such Underwriter Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, Underwriter Warrants with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a participant in the Medallion Signature Guarantee Program and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Underwriter Warrants are then exercised. (b) 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 (as 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 having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Warrant entitles Upon the registered owner thereof to purchase one Share at a purchase price of Seven Dollars terms and Fifty Cents ($7.50) per Share (as adjusted from time to time pursuant subject to the provisions hereofconditions set forth in this Agreement and the Warrant Certificates, the "Exercise Price") at any time or Holder shall have the right from time to time the date of this Agreement and after 5:00 p.m. on October 21, 1997 and until 5:00 p.m., California New York City time, May 1on October 21, 2005 2001 (the "Warrant Expiration DateTime"). 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, which may be exercised as set forth in such Warrants, to purchase receive from the Company and the Company shall issue and sell to the Holder or such Holder the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of Common Stock specified such Warrants and payment of the Exercise Price (as defined herein) then in effect for such Warrant Shares. Each Warrant not exercised prior to the Expiration Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement and the Warrant Certificates shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants, . A Warrant may be exercised upon surrender to the Company, Company at the principal executive offices of the Company of the certificate or its duly authorized agent, of such Warrants, certificates evidencing the Warrants to be exercised with the form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, signed and upon payment to the Company of the exercise price (the "Exercise Price") set forth in the form of Warrant Certificate attached hereto as Exhibit A, as adjusted in accordance with the provisions of Section 8 of this Agreementas provided herein, for each of the number of Warrant Shares in respect of which such Warrants are a Warrant is then exercised. (b) The Purchase . Payment of the aggregate Exercise Price may shall be paid (i) made in cash or by cashier's certified or official bank check payable to the order of the Company, (ii) or, in the alternative, the Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall be the current market price of the Warrant Shares on the date immediately preceding the date of payment of the Exercise Price as determined by the procedures set forth in Section 8(f). Upon such surrender of Warrants and payment of the Exercise Price, the Company 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, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 9. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants owned by the Holder or a permitted Holder having a Warrant Value (as defined below) on the date of exercise equal to the Purchase Price, (iii) by the surrender of shares and payment of the Company's Common Stock in good form for transferExercise Price. The Warrants shall be exercisable, owned by at the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination election of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap MarketHolder, the Nasdaq National Market System, either in full or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by in part, and, in the event that a Warrant Certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the Expiration Time, the Company for that purposeshall issue to the Holder a new Warrant Certificate or Warrant Certificates evidencing the remaining Warrant or Warrants. The Company shall pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares upon the exercise of Warrants.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner Warrant Holder thereof to purchase one Share share of Common Stock during the time period and subject to the conditions set forth in the respective Warrant Certificates at a purchase an exercise price of Seven Dollars and Fifty Cents $0.25 per share, subject to adjustment in accordance with Section 12 hereof ($7.50) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") at any time or from time to time ). Each Warrant terminates on the fifth anniversary of the date of this Agreement until 5:00 p.m., California time, May 1, 2005 on which such Warrant becomes exercisable in accordance with its terms (the "Warrant Expiration Date"). . (b) The Exercise Price and the Shares 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 12 of this Warrant Agreement. Subject to the provisions of the this Warrant Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the purchase form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 12 of this Agreement, Warrant Agreement for the number of Shares shares in respect of which such Warrants are then exercised. (b) . The Purchase Warrant Holder shall pay the Exercise Price may be paid (i) in cash cash, by certified or by cashier's official bank check payable to the order of the Company. The Company at its expense shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate, (ii) by a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Warrant Agreement, in respect of any 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 owned and payment of the Exercise Price. The rights of purchase represented by the Holder Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the shares purchasable on such exercise at any time prior to the Expiration Date, a permitted Holder having a new certificate evidencing the remaining Warrant Value or Warrants will be issued. (c) So long as defined below) the Company satisfies the continued listing requirements of the NASDAQ OTC: BB, the exercise rights set forth above shall be limited so that upon the exercise of the Warrants, the Warrant Holder's aggregate ownership of the Company will be less than 20% of the shares of Common Stock outstanding on the date of exercise equal to issuance of the Purchase Price, (iiiWarrants; provided that such limitation shall cease and this Section 7(c) shall become null and void upon the approval of the issuance of the Warrants by the surrender of shares shareholders of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (National Association of Securities Dealers, Inc. or upon such other event as defined below) on shall allow the date of conversion or exercise equal to or both, as appropriate, without violating the Purchase Price, or (iv) any combination applicable requirements of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price per share and the Fair Market Value (as defined below) per share multiplied by the number National Association of Warrants being surrendered. The term "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purposeSecurities Dealers.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Warrant entitles the registered owner thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents ($7.50) 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, May 1, 2005 (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 terms of this Agreement. Subject to the provisions of the Agreement, the Holder or a permitted Holder Warrantholder shall have the right, which may be exercised at any time during the period commencing as set forth in such Warrantsof the date hereof and ending at 5:00 p.m., Pacific Time, on the seventh anniversary of the completion of the Offering (the "Termination Date"), to purchase from the a Company and the Company shall issue and sell up to the Holder or such Holder the number of fully paid and nonassessable Shares shares of Common Warrant Stock specified in such Warrantsto which the Warrantholder may at the time be entitled to purchase pursuant to this Agreement, upon surrender to the a Company, or at its duly authorized agentprincipal office, of such Warrantsthe certificate evidencing the Warrants to be exercised, together with the purchase form of election to purchase attached thereto on the reverse thereof duly completed and signedexecuted, and upon payment to the a Company of the Exercise Price, Warrant Price (as adjusted defined in and determined in accordance with the provisions of this Section 3 and Sections 7 and 8 of this Agreement, hereof) for the number of Shares shares of Warrant Stock in respect of which such 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) The Purchase Payment of the Warrant Price may shall be paid made in cash, by certified or official bank check in Los Angeles Clearing House funds (next day funds), or any combination thereof. (c) In addition to the method of payment set forth in Section 3(b) above and in lieu of any cash payment required thereunder, unless otherwise prohibited by law, the Warrantholders shall have the right at any time, when exercisable, and from time to time to exercise the Warrants in full or in part (i) in cash or by cashier's check payable receiving from the Company the number of shares of Warrant Stock equal to the Company, (ii) by number of shares of Warrant Stock otherwise issuable upon such exercise less the surrender number of Warrants owned by the Holder or a permitted Holder shares of Warrant Stock having a Warrant Value (as defined below) an aggregate value on the date of exercise equal to the Purchase Price, (iii) Warrant Price multiplied by the surrender number of shares of Warrant Stock for which this Warrant is being exercised and/or (ii) by delivering to the Company's Company the number of shares of Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) an aggregate value on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" 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 shares of Warrant Stock for which this Warrant is being exercised. For purposes hereof, the "value" of a share of Preferred Stock on a given date shall equal to the Current Market Price on such date as defined in Section 9 of this Agreement. (d) Upon surrender of the Warrants being surrenderedand payment of the Warrant Price as aforesaid, a Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder, and (subject to any applicable restrictions on transfer) in such name or names as the Warrantholder may designate, a certificate or certificates for the number of full shares of Warrant Stock so purchased upon such exercise of the Warrant, together with cash, as provided in Section 9 hereof, in respect of any fractional shares otherwise issuable upon such surrender. Such certificate or certificates, to the 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 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 a Company shall then be closed. The term "Fair Market Value" Warrants shall mean be exercisable, at the average over the previous five (5) trading days election of the reported high and low sales price on the Nasdaq Small Cap MarketWarrantholder, the Nasdaq National Market System, either in full or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time in part and, in the event that a Warrant is exercised in respect of less than all of the shares of Warrant Stock specified therein at any time prior to the Termination Date, a new Warrant evidencing the remaining shares of the Warrant Stock purchasable by the such Warrantholders hereunder shall be issued by a Company for that purposeto such Warrantholders.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents (equal to $7.50) 2.00 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, May 1, 2005 (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 this Agreement, the Holder or a permitted each Holder shall have the right, which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Holder) the number of fully paid and nonassessable Shares of Common Stock shares (rounded up to the nearest full share) specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election Election to purchase Purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. (b) The Purchase . Payment of such Exercise Price may be paid (i) made in cash or by cashier's 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 each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch (iiand in no event more than five business days from the date of each such surrender and payment) by to or upon the written order of the Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such 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 date of the surrender of Warrants owned by and payment of the Holder or a permitted Holder having a Warrant Value (Exercise Price as defined below) on aforesaid; provided, however, that if, at the date of exercise equal to the Purchase surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (iii20) days. The rights of purchase represented by the surrender of shares Warrants shall be exercisable, at the election of the Company's Common Stock Holder(s) thereof, either in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, full or (iv) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by in part and, in the Company event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise, a new Warrant or Warrants will be issued for that purposethe remaining number of Shares specified in the Warrant so surrendered.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Underwriter Warrant entitles the registered owner thereof to purchase one Share at a purchase price equal to 120% of Seven Dollars and Fifty Cents ($7.50) the public offering price per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") at any time or for a period of four years beginning six months from time to time the date Effective Date of this Agreement until 5:00 p.m., California time, May 1, 2005 the Registration Statement (the "Warrant Expiration Date"). Notwithstanding the foregoing, if at 5:00 p.m. E.T. on the Warrant Expiration Date, any Holder or Holders of the Underwriter Warrants have not exercised their Underwriter Warrants and the "current market price" (as such term is defined in Section 8(d) below) for the Common Shares on the Warrant Expiration Date is greater than the Exercise Price, then each such unexercised Underwriter Warrant shall automatically be converted into a number of Common Shares equal to: the number of Common Shares then issuable upon exercise of an Underwriter Warrant, multiplied by a fraction, the numerator of which is the difference between (A) the "current market price" for Common Shares on the Warrant Expiration Date; and (B) the Exercise Price, and the denominator of which is the "current market price" on the Warrant Expiration Date. Prior to the Warrant Expiration Date, the Company will not take any action which would terminate the Underwriter Warrants. The Exercise Price and the Shares issuable upon exercise of the Underwriter Warrants are subject to adjustment upon the occurrence of certain events, events pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of the this Agreement, the Holder or a permitted each Holder shall have the right, which may be exercised as set forth in such Underwriter Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Holder) the number of fully paid and nonassessable Common Shares of Common Stock specified in such Underwriter Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, Underwriter Warrants with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Underwriter Warrants are then exercised. (b) The Purchase . Payment of such Exercise Price may be paid made at the Holder's election (i) in cash by certified or by cashier's check payable to the Company, official bank check; (ii) by in the surrender of Warrants owned by event that the Holder or a permitted Holder having a Warrant Value (as defined below) on the date of exercise equal to the Purchase Price, (iii) by the surrender of shares holds Common Shares of the Company's Company and such Common Stock in good form for transfer, owned by the Holder and having Shares are listed on a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, domestic stock exchange or (iv) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices quoted in the domestic over-the-counter market, by transferring to the Company an amount of such Common Shares which, when multiplied by, the current market price of the Common Shares at the time of exercise of such Underwriter Warrant, equals the aggregate amount of the consideration payable upon such exercise; (iii) by surrendering to the Company the right to receive a portion of the number of Shares with respect to which such Underwriter Warrant is then being exercised equal to the product obtained by multiplying such number of Shares by a fraction, the numerator of which is the Exercise Price in effect on the date of such exercise and the denominator of which is the current market price of the Common Shares in effect on such date; or (iv) by a combination of the foregoing methods of payment selected by the Holder. For purposes of this paragraph, the current market price of the Common Shares shall be calculated either (a) on the date which the form of election to purchase attached hereto is deemed to have been sent to the Company pursuant to Section 12 of this Agreement ("Notice Date") or (b) as furnished the average of the last reported sale price for each of the five trading days preceding the Notice Date, whichever of (a) or (b) is greater. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the provisions of clause (ii) or clause (iii) of the preceding sentence, such exercise shall be accompanied by written notice from the Holder specifying the manner of payment thereof, and in the case of clause (ii), stating the amount of Common Shares of the Company to be applied to such payment, and in the case of clause (iii), containing a calculation showing the number of Shares with respect to which rights are being surrendered thereunder and the net number of Shares to be issued after giving effect to such surrender. No adjustment shall be made for any New York Stock Exchange member firm selected dividends on any Shares issuable upon exercise of an Underwriter Warrant. Upon each surrender of Underwriter Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch, but in no event later than three business days from the Notice Date, to or upon the written order of the Holder of such Underwriter Warrants and in such name or names as such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Underwriter Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of Underwriter Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Underwriter Warrants and payment of such Exercise Price, the transfer books for the Common Shares or other class of securities issuable upon the exercise of such Underwriter Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Underwriter Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time by in part and, in the Company event that any Underwriter Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Underwriter Warrant or Underwriter Warrants will be issued for that purposethe remaining number of Shares specified in the Underwriter Warrant so surrendered.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Underwriter Warrant entitles the registered owner thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents ($7.50) [ ] 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 first anniversary of the effective date of this Agreement the Registration Statement until 5:00 p.m., California EST time, May 1on [ ], 2005 2011) (the "‘‘Warrant Expiration Date"’’). Notwithstanding the foregoing, if at 5:00 p.m. EST time on the Warrant Expiration Date, any Holder or Holders of the Underwriter Warrants have not exercised their Underwriter Warrants and the ‘‘current market price’’ (as such term is defined in Section 8(d) below) for the Common Shares on the Warrant Expiration Date is greater than the Exercise Price, then each such unexercised Underwriter Warrant shall automatically be converted into a number of Common Shares equal to: the number of Common Shares then issuable upon exercise of an Underwriter Warrant, multiplied by a fraction, the numerator of which is the difference between (A) the ‘‘current market price’’ for Common Shares on the Warrant Expiration Date and (B) the Exercise Price, and the denominator of which is the ‘‘current market price’’ on the Warrant Expiration Date. Prior to the Warrant Expiration Date, the Company will not take any action which would terminate the Underwriter Warrants. The Exercise Price and the Shares issuable upon exercise of the Underwriter Warrants are subject to adjustment upon the occurrence of certain events, events pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of the this Agreement, the Holder or a permitted each Holder shall have the right, which may be exercised as set forth in such Underwriter Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Holder) the number of fully paid and nonassessable Common Shares of Common Stock specified in such Underwriter Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, Underwriter Warrants with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Underwriter Warrants are then exercised. (b) The Purchase . Payment of such Exercise Price may be paid made at the Holder’s election (i) in cash by certified or by cashier's check payable to the Companyofficial bank check, (ii) by in the surrender of Warrants owned by event that the Holder holds Common Shares of the Company and such Common Shares are listed on a domestic stock exchange or a permitted Holder having a Warrant Value (as defined below) on quoted in the date domestic over-the-counter market, by transferring to the Company an amount of such Common Shares which, when multiplied by, the current market price of the Common Shares at the time of exercise equal to of such Underwriter Warrant, equals the Purchase Priceaggregate amount of the consideration payable upon such exercise, (iii) by surrendering to the surrender of shares Company the right to receive a portion of the Company's Common Stock number of Shares with respect to which such Underwriter Warrant is then being exercised equal to the product obtained by multiplying such number of Shares by a fraction, the numerator of which is the Exercise Price in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) effect on the date of such exercise equal to and the Purchase Pricedenominator of which is the current market price of the Common Shares in effect on such date, or (iv) any by a combination of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price per share and the Fair Market Value (as defined below) per share multiplied foregoing methods of payment selected by the number Holder. For purposes of Warrants being surrendered. The term "Fair Market Value" shall mean this paragraph, the average over the previous five (5) trading days current market price of the reported high and low sales price Common Shares shall be calculated either (a) on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on date which the Company's shares may be traded, form of election to purchase attached hereto is deemed to have been sent to the Company pursuant to Section 12 hereof (‘‘Notice Date’’) or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, (b) as the average of the closing bid last reported sale price for each of the five trading days preceding the Notice Date, whichever of (a) or (b) is greater. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the provisions of clause (ii) or clause (iii) of the preceding sentence, such exercise shall be accompanied by written notice from the Holder specifying the manner of payment thereof, and asked prices in the over-the-counter market case of clause (ii), stating the amount of Common Shares of the Company to be applied to such payment, and in the case of clause (iii), containing a calculation showing the number of Shares with respect to which rights are being surrendered thereunder and the net number of Shares to be issued after giving effect to such surrender. No adjustment shall be made for any dividends on any Shares issuable upon exercise of an Underwriter Warrant. Upon each surrender of Underwriter Warrants and payment of the Exercise Price as furnished aforesaid, the Company shall issue and cause to be delivered within three business days of such notice to or upon the written order of the Holder of such Underwriter Warrants and in such name or names as such Holder may designate a certificate or certificates for the number of full Shares so purchased upon the exercise of such Underwriter Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of Underwriter Warrants and payment of the Exercise Price as aforesaid. The rights of purchase represented by any New York Stock Exchange member firm selected the Underwriter Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time by in part and, in the Company event that any Underwriter Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Underwriter Warrant or Underwriter Warrants will be issued for that purposethe remaining number of Shares specified in the Underwriter Warrant so surrendered.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner Warrant Holder thereof to purchase one Share share of Common Stock during the time period and subject to the conditions set forth in the respective Warrant Certificates at a purchase an exercise price of Seven Dollars and Fifty Cents ($7.50) 1.00 per Share (as adjusted from time share, subject 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, May 1, 2005 adjustment in accordance with Section 12 hereof (the "Warrant Expiration DateEXERCISE PRICE"). Each Warrant terminates on the fifth anniversary of the date on which such Warrant becomes exercisable in accordance with its terms (the "EXPIRATION DATE"). (b) The Exercise Price and the Shares 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 12 of this Warrant Agreement. Subject to the provisions of the this Warrant Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the purchase form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 12 of this Warrant Agreement or upon a net exercise pursuant to this subsection of this Warrant Agreement, for the number of Shares shares in respect of which such Warrants are then exercised. (b) . The Purchase Price Warrant Holder may be paid (i) pay the Exercise Price in cash cash, by certified or by cashier's official bank check payable to the order of the Company, (ii) pay the Exercise Price by the surrender to the Company of securities of the Company having a Market Price equal to the Exercise Price or (iii) make an exercise of Warrants owned for "Net Warrant Shares." The number of Net Warrant Shares will be determined as described by the Holder following formula: Net Warrant Shares = [WS x (MP-EP)]/MP. "WS" is the number of Warrant Shares issuable upon exercise of the Warrants or a permitted Holder having a Warrant Value (as defined below) portion of Warrants in question. "MP" is the Market Price of the Common Stock on the last trading day preceding the date of the request to 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 having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoingWarrants. The term "Warrant ValueMARKET PRICE" shall mean the difference between the Exercise Price then current market price per share and the Fair Market Value (of Common Stock, as defined below) per share multiplied by the number of Warrants being surrendereddetermined in paragraph 12.1(e). The term "Fair Market ValueEP" shall mean the average over the previous five (5) trading days Exercise Price. Upon such surrender of Warrants, and payment of the reported high and low sales price on the Nasdaq Small Cap MarketExercise Price, with cash or securities, or upon a net exercise as aforesaid, the Nasdaq National Market System, Company at its expense shall issue and cause to be delivered with all reasonable dispatch to or such other national securities exchange on which upon the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average written order of the closing bid Warrant Holder and asked prices in such name or names as the over-the-counter market Warrant Holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants, together with cash, as furnished provided in Section 12 of this Warrant Agreement, in respect of any 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 Exercise Price or receipt of shares by any New York Stock Exchange member firm selected net exercise as aforesaid. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in full or from time to time by in part and, in the Company for event that purposeany Warrant is exercised in respect of less than all of the shares purchasable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Representatives' Warrant entitles the registered owner Warrant Holder thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents ($7.50) [120% OF IPO PRICE] 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 first anniversary of this Agreement the Effective Date (except as otherwise set forth herein) until 5:00 p.m., California time, May 1, 2005 New York City time (the "Warrant Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the Shares issuable upon exercise of Warrants each Representatives' Warrant 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 this Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth in such WarrantsRepresentatives' Warrant, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares of Common Stock specified in such WarrantsRepresentatives' Warrant, upon surrender to the Company, or its duly authorized agent, of such WarrantsRepresentatives' Warrant, with the form of election to purchase attached thereto duly completed and signed, with (if requested by the Company within two business days of surrender of the Warrant with the 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 the United States or a member of the NASD, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are Representatives' Warrant is then exercised. (b) The Purchase . Payment of such Exercise Price may be paid (i) made in cash or by cashier's check payable to the Companyorder of the Company in the amount obtained by multiplying the number of Shares for which such Representatives' 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 cancelling a portion of such Representatives' Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (iias defined in paragraph (d) by of Section 8) of a share of Common Stock as of the date of exercise. Except as set forth in Section 8(c), no adjustment shall be made for any dividends on any Shares issuable upon exercise of a Representatives' Warrant. Upon each surrender of Representatives' Warrants and payment of the Exercise Payment as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant 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 such Warrant Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Representatives' Warrant, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares, as of the date of the surrender of Warrants owned by such Representatives' Warrant and payment of the Holder or a permitted Holder having a Warrant Value (Exercise Payment as defined below) on aforesaid; provided, however, that if, at the date of exercise equal to the Purchase Price, (iii) by the surrender of shares such Representatives' Warrant and payment of such Exercise Payment, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Representatives' Warrant shall be closed, the certificates for the Shares shall be issuable as of the Company's Common Stock in good form 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 transfersuch Shares; provided further, owned however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 4 days. The rights of purchase represented by a Representatives' Warrant shall be exercisable, at the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination election of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap MarketHolder thereof, the Nasdaq National Market System, either in full or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by in part and, in the Company event that any Representatives' Warrant is exercised in respect of less than all of the Shares purchasable on such exercise at any time prior to the Expiration Date, a new Representatives' Warrant or new Representatives' Warrants will be issued for that purposethe remaining number of Shares specified in the Representatives' Warrant or Representatives' Warrants so surrendered.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner Warrant Holder thereof to purchase one Share share of Common Stock during the time period and subject to the conditions set forth in the respective Warrant Certificates at a purchase an exercise price of Seven Dollars and Fifty Cents $0.75 per share, subject to adjustment in accordance with Section 12 hereof ($7.50) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") at any time or from time to time ). Each Warrant terminates on the fifth anniversary of the date of this Agreement until 5:00 p.m., California time, May 1, 2005 on which such Warrant becomes exercisable in accordance with its terms (the "Warrant Expiration Date"). . (b) The Exercise Price and the Shares 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 12 of this Warrant Agreement. Subject to the provisions of the this Warrant Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the purchase form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 12 of this Agreement, Warrant Agreement for the number of Shares shares in respect of which such Warrants are then exercised. (b) . The Purchase Warrant Holder shall pay the Exercise Price may be paid (i) in cash cash, by certified or by cashier's official bank check payable to the order of the Company. The Company at its expense shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate, (ii) by a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Warrant Agreement, in respect of any 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 owned and payment of the Exercise Price. The rights of purchase represented by the Holder Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the shares purchasable on such exercise at any time prior to the Expiration Date, a permitted Holder having a new certificate evidencing the remaining Warrant Value or Warrants will be issued. (c) So long as defined below) the Company satisfies the continued listing requirements of the NASDAQ OTC: BB, the exercise rights set forth above shall be limited so that upon the exercise of the Warrants, the Warrant Holder's aggregate ownership of the Company will be less than 20% of the shares of Common Stock outstanding on the date of exercise equal to issuance of the Purchase Price, (iiiWarrants; provided that such limitation shall cease and this Section 7(c) shall become null and void upon the approval of the issuance of the Warrants by the surrender of shares shareholders of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (National Association of Securities Dealers, Inc. or upon such other event as defined below) on shall allow the date of conversion or exercise equal to or both, as appropriate, without violating the Purchase Price, or (iv) any combination applicable requirements of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price per share and the Fair Market Value (as defined below) per share multiplied by the number National Association of Warrants being surrendered. The term "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purposeSecurities Dealers.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner Warrant Holder thereof to purchase one Share share of Common Stock at a purchase price of Seven Dollars and Fifty Cents ($7.50) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") Price at any time or from time to time after August 20, 1996 (the date of this Agreement until "Effective Date") and before 5:00 p.m., California timeprevailing Central Time, May 1on August 19, 2005 2001 (the "Warrant Expiration Date"). On the Expiration Date, all rights evidenced by the Warrants shall cease and the Warrants shall become void. The period from the Effective Date to the Expiration Date is sometimes hereinafter referred to as the "Exercise Period." The Exercise Price and the Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 9 of this Agreement. Subject to the provisions of the this Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants, Warrants to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such WarrantsWarrant, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 9 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. (b) The Purchase . Payment of such Exercise Price may be paid (i) made in cash or by cashier's check payable to the order of the Company. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder and (iisubject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 12 of this Agreement) by in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 11 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of Warrants owned by and payment of the Holder or a permitted Holder having a Warrant Value (Exercise Price as defined below) on aforesaid; provided, however, that if, at the date of exercise equal to the Purchase surrender of such Warrants and payment of such Exercise Price, (iii) by the surrender transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares shall be issuable as of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the next succeeding date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may such books shall be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid opened and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; provide, further, that purposethe transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each The Placement Agent is hereby granted 100,000 Warrants. Each Warrant entitles the registered owner thereof to purchase one Share at a purchase price equal to one hundred and fifty percent (150%) of Seven Dollars and Fifty Cents the average closing bid price of the Common Stock ($7.50the "Closing Date Average") per Share as calculated over the five (5) trading-day period ending on the Closing Date (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, May 1, 2005 (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 this Agreement, the Holder or a permitted each Holder shall have the right, which may be exercised as set forth in such Warrantsfor a period of four (4) years commencing on the first anniversary of the Closing Date, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Holder) the number of fully paid and nonassessable Shares of Common Stock shares (rounded up to the nearest full share) specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election Election to purchase Purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. (b) The Purchase . Payment of such Exercise Price may be paid (i) made in cash or by cashier's 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 each surrender of Warrants and payment of the Exercise Price as aforesaid, (ii) by the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such 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 date of the surrender of Warrants owned by and payment of the Holder or a permitted Holder having a Warrant Value (Exercise Price as defined below) on aforesaid; provided, however, that if, at the date of exercise equal to the Purchase surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (iii20) days. The rights of purchase represented by the surrender of shares Warrants shall be exercisable, at the election of the Company's Common Stock Holder(s) thereof, either in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, full or (iv) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by in part and, in the Company event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise, a new Warrant or Warrants will be issued for that purposethe remaining number of Shares specified in the Warrant so surrendered.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Representatives' Warrant entitles the registered owner Warrant Holder thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents ($7.50) 10.80 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 first anniversary of this Agreement the Effective Date (except as otherwise set forth herein) until 5:00 p.m., California time, May 1, 2005 New York City time (the "Warrant Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the Shares issuable upon exercise of Warrants each Representatives' Warrant 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 this Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth in such WarrantsRepresentatives' Warrant, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares of Common Stock specified in such WarrantsRepresentatives' Warrant, upon surrender to the Company, or its duly authorized agent, of such WarrantsRepresentatives' Warrant, with the form of election to purchase attached thereto duly completed and signed, with (if requested by the Company within two business days of surrender of the Warrant with the 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 the United States or a member of the NASD, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are Representatives' Warrant is then exercised. (b) The Purchase . Payment of such Exercise Price may be paid (i) made in cash or by cashier's check payable to the Companyorder of the Company in the amount obtained by multiplying the number of Shares for which such Representatives' 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 cancelling a portion of such Representatives' Warrant that is equal to the number of shares determined by dividing the Exercise Payment by the current market price (iias defined in paragraph (d) by of Section 8) of a share of Common Stock as of the date of exercise. Except as set forth in Section 8(c), no adjustment shall be made for any dividends on any Shares issuable upon exercise of a Representatives' Warrant. Upon each surrender of Representatives' Warrants and payment of the Exercise Payment as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the 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 such Warrant Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Representatives' Warrant, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares, as of the date of the surrender of Warrants owned by such Representatives' Warrant and payment of the Holder or a permitted Holder having a Warrant Value (Exercise Payment as defined below) on aforesaid; provided, however, that if, at the date of exercise equal to the Purchase Price, (iii) by the surrender of shares such Representatives' Warrant and payment of such Exercise Payment, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Representatives' Warrant shall be closed, the certificates for the Shares shall be issuable as of the Company's Common Stock in good form 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 transfersuch Shares; provided further, owned however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than 4 days. The rights of purchase represented by a Representatives' Warrant shall be exercisable, at the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination election of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap MarketHolder thereof, the Nasdaq National Market System, either in full or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by in part and, in the Company event that any Representatives' Warrant is exercised in respect of less than all of the Shares purchasable on such exercise at any time prior to the Expiration Date, a new Representatives' Warrant or new Representatives' Warrants will be issued for that purposethe remaining number of Shares specified in the Representatives' Warrant or Representatives' Warrants so surrendered.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each 5.1 Each Warrant entitles the registered owner thereof to purchase one Share share of Common Stock at any time from 10:00 a.m., Pacific time, on March __, 1999 (the "Initiation Date") until 6:00 p.m., Pacific time, on March __, 2003 (the "Expiration Date") at a purchase price of Seven Dollars and Fifty Cents ($7.50) per Share (as adjusted from time ____[165% of public offering price]_______, subject 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, May 1, 2005 adjustment (the "Warrant Expiration DatePrice"). Notwithstanding the foregoing, if at 6:00 p.m., Pacific time on the Expiration Date, any Holder or Holders of the Warrants have not exercised their Warrants and the Closing Price (as defined below) for the Common Stock on the Expiration Date is greater than the Warrant Price, then each such unexercised Warrant shall be automatically converted into a number of shares of Common Stock of the Company equal to: (A) the number of shares of Common Stock then issuable upon exercise of a Warrant multiplied by (B) a fraction (1) the numerator of which is the difference between the Closing Price for the Common Stock on the Expiration Date and the Warrant Price and (2) the denominator of which is the Closing Price for the Common Stock on the Expiration Date. 5.2 The Exercise Warrant Price and the number of Warrant Shares issuable upon exercise of Warrants each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 11 of this Agreement. Subject to the provisions of the this Agreement, the each Holder or a permitted Holder of Warrants shall have the right, which may be exercised as set forth expressed in such Warrantsthe Warrant Certificate, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder of Warrants) the number of fully paid and nonassessable Warrant Shares of Common Stock specified in such WarrantsWarrant Certificate, upon surrender to the Company, or its duly authorized agent, of such WarrantsWarrant Certificate, with the form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, and upon payment to the Company of the Exercise Warrant Price, as adjusted in accordance with the provisions of Section 8 11 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made in cash, by wire transfer or by certified or official bank check, or any combination thereof. No adjustment shall be made for any dividends on any Warrant Shares of stock issuable upon exercise of a Warrant. (b) The Purchase Price may be paid (i) in cash or by cashier's check payable to the Company, (ii) by the 5.3 Upon such surrender of Warrants owned by Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such registered Holder may designate, a permitted Holder having certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fraction of a Warrant Value (as defined below) on the date of exercise equal to the Purchase Priceshare otherwise issuable upon such surrender and, (iii) by the surrender of shares of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price per share and the Fair Market Value (as defined below) per share multiplied by if the number of Warrants being surrenderedrepresented by a Warrant certificate shall not be exercised in full, a new Warrant certificate, executed by the Company for the balance of the number of whole Warrant Shares. 5.4 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 date of the surrender of such Warrants and payment of the Warrant Price as aforesaid. The term "Fair Market Value" rights of purchase represented by the Warrants shall mean be exercisable, at the average over the previous five (5) trading days election of the reported high and low sales price on the Nasdaq Small Cap Marketregistered Holders thereof, the Nasdaq National Market System, either as an entirety or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by for only part of the Company for that purposeshares specified therein.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner Warrant Holder thereof to purchase one Share share of Common Stock during the time period and subject to the conditions set forth in the respective Warrant Certificates at a purchase an exercise price of Seven Dollars and Fifty Cents [$1.00] per share, subject to adjustment in accordance with Section 12 hereof ($7.50) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") at any time or from time to time ). Each Warrant terminates on the fifth anniversary of the date of this Agreement until 5:00 p.m., California time, May 1, 2005 on which such Warrant becomes exercisable in accordance with its terms (the "Warrant Expiration Date"). . (b) The Exercise Price and the Shares 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 12 of this Warrant Agreement. Subject to the provisions of the this Warrant Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the purchase form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, signed and upon payment a net exercise pursuant to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 this subsection of this Warrant Agreement, for the number of Shares shares in respect of which such Warrants are then exercised. The Warrant Holder may make an exercise of Warrants for "Net Warrant Shares. (b) " The Purchase Price may number of Net Warrant Shares will be paid (i) in cash or by cashier's check payable to the Company, (ii) determined as described by the surrender following formula: Net Warrant Shares = [WS × (MP-EP)]/MP. "WS" is the number of Warrant Shares issuable upon exercise of the Warrants or portion of Warrants owned by in question. "MP" is the Holder or a permitted Holder having a Warrant Value (as defined below) Market Price of the Common Stock on the last trading day preceding the date of the request to exercise equal to the Purchase Warrants. "Market Price, (iii) by the surrender of shares of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price then current market price per share and the Fair Market Value (of Common Stock, as defined below) per share multiplied by the number of Warrants being surrendereddetermined in paragraph 12.1(e). The term "Fair Market ValueEP" shall mean the average over Exercise Price. Subject to paragraph 7(c) hereof, upon such surrender of Warrants and upon a net exercise as aforesaid, the previous five (5) trading days Company at its expense shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the reported high Warrant Holder and low sales price on in such name or names as the Nasdaq Small Cap MarketWarrant Holder may designate, a certificate or certificates for the Nasdaq National Market Systemnumber of full shares of Common Stock so purchased upon the exercise of such Warrants in respect of any fraction of a share of such stock otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued, or and any person so designated to be named therein shall be deemed to have become a holder of record of such other national securities exchange on which the Company's shares may be tradedshares, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average as of the closing bid date of the surrender of such Warrants and asked prices receipt of shares by net exercise as aforesaid. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in the over-the-counter market as furnished by any New York Stock Exchange member firm selected full or from time to time by in part and, in the Company for event that purposeany Warrant is exercised in respect of less than all of the shares purchasable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Warrant entitles the registered owner thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents ($7.50) 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, May 1, 2005 (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 terms of this Agreement. Subject to the provisions of the Agreement, the Holder or a permitted Holder Warrantholder shall have the right, which may be exercised as set forth in such Warrantsat any time during the period commencing at 6:30 a.m., Pacific Time, on July 1, 1997 and ending at 5:00 p.m., Pacific Time, on June 30, 2001 (the "Termination Date"), to purchase from the Company and the Company shall issue and sell up to the Holder or such Holder the number of fully paid and nonassessable Shares shares of Common Warrant Stock specified in such Warrantsto which the Warrantholder may at the time be entitled to purchase pursuant to this Agreement, upon surrender to the Company, or at its duly authorized agentprincipal office, of such Warrantsthe certificate evidencing the Warrants to be exercised, together with the purchase form of election to purchase attached thereto on the reverse thereof duly completed and signedexecuted, and upon payment to the Company of the Exercise Price, Warrant Price (as adjusted defined in and determined in accordance with the provisions of this Section 3 and Sections 7 and 8 of this Agreement, hereof) for the number of Shares shares of Warrant Stock in respect of which such 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) The Purchase Payment of the Warrant Price may shall be paid made in cash, by certified or official bank check in Los Angeles Clearing House funds (next day funds), or any combination thereof. (c) In addition to the method of payment set forth in Section 3(b) above and in lieu of any cash payment required thereunder, unless otherwise prohibited by law, the Warrantholders shall have the right at any time, when exercisable, and from time to time to exercise the Warrants in full or in part (i) in cash or by cashier's check payable receiving from the Company the number of shares of Warrant Stock equal to the Company, (ii) by number of shares of Warrant Stock otherwise issuable upon such exercise less the surrender number of Warrants owned by the Holder or a permitted Holder shares of Warrant Stock having a Warrant Value (as defined below) an aggregate value on the date of exercise equal to the Purchase Price, (iii) Warrant Price multiplied by the surrender number of shares of Warrant Stock for which this Warrant is being exercised and/or (ii) by delivering to the Company's Common Company the number of shares of Preferred Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) an aggregate value on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" 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 shares of Warrant Stock for which this Warrant is being exercised. For purposes hereof, the "value" of a share of Preferred Stock on a given date shall equal to the Current Market Price on such date as defined in Section 9 of this Agreement. (d) Upon surrender of the Warrants being surrenderedand payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder, and (subject to any applicable restrictions on transfer) in such name or names as the Warrantholder may designate, a certificate or certificates for the number of full shares of Warrant Stock so purchased upon such exercise of the Warrant, together with cash, as provided in Section 9 hereof, in respect of any fractional shares otherwise issuable upon such surrender. Such certificate or certificates, to the 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 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. The term "Fair Market Value" Warrants shall mean be exercisable, at the average over the previous five (5) trading days election of the reported high and low sales price on the Nasdaq Small Cap MarketWarrantholder, the Nasdaq National Market System, either in full or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time in part and, in the event that a Warrant is exercised in respect of less than all of the shares of Warrant Stock specified therein at any time prior to the Termination Date, a new Warrant evidencing the remaining shares of the Warrant Stock purchasable by such Warrantholders hereunder shall be issued by the Company for to such Warrantholders. (e) In the event that purposethe outstanding shares of Preferred Stock are automatically converted into Common Stock pursuant to the terms of the Certificate of Designation, Preferences and Rights of Series A Preferred Stock then in effect, the Warrants shall automatically convert into Warrants to purchase the number of shares of Common Stock that would have been issuable to Warrantholder had the Warrants been exercised in full immediately prior to the date of conversion of the Preferred Stock into Common Stock.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner Warrant Holder thereof to purchase one Share share of Common Stock during the time period and subject to the conditions set forth in the Warrant Certificate at a purchase an exercise price of Seven Dollars and Fifty Cents $5.50 per share, subject to adjustment in accordance with Section 12 hereof ($7.50) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") ). Each Warrant terminates at any 5:00 p.m. Houston time or from time to time on the date fifth anniversary of this the Closing Date as defined in the Purchase Agreement until 5:00 p.m., California time, May 1, 2005 (the "Warrant Expiration Date"). . (b) The Exercise Price and the Shares 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 12 of this Warrant Agreement. Subject to the provisions of the this Warrant Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company Sheridan (and the Company Sheridan shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such Warrants, upon surrender to the CompanySheridan, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company Sheridan of the Exercise Price, as adjusted in accordance with the provisions of Section 8 12 of this Warrant Agreement or upon a net exercise pursuant to this subsection of this Warrant Agreement, for the number of Shares shares in respect of which such Warrants are then exercised. (b) . The Purchase Price Warrant Holder may be paid (i) pay the Exercise Price in cash cash, by certified or by cashier's official bank check payable to the Companyorder of Sheridan, or by the surrender to Sheridan of securities of Sheridan having a Market Price equal to the Exercise Price or (ii) make an exercise of Warrants for "Net Warrant Shares." The number of Net Warrant Shares will be determined as described by the surrender following formula: Net Warrant Shares = [WS x (MP-EP)]/MP. "WS" is the number of Warrant Shares issuable upon exercise of the Warrants or portion of Warrants owned by in question. "MP" is the Holder or a permitted Holder having a Warrant Value (as defined below) Market Price of the Common Stock on the last trading day preceding the date of the request to exercise equal to the Purchase Warrants. "Market Price, (iii) by the surrender of shares of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price then current market price per share and the Fair Market Value (of Common Stock, as defined below) per share multiplied by the number of Warrants being surrendereddetermined in paragraph 12.1(e). The term "Fair Market ValueEP" shall mean the average over the previous five (5) trading days Exercise Price. Upon such surrender of Warrants, and payment of the reported high and low sales price on the Nasdaq Small Cap MarketExercise Price, the Nasdaq National Market Systemwith cash or securities, or such other national securities exchange on which upon a net exercise as aforesaid, Sheridan at its expense shall issue and cause to be delivered with all reasonable dispatch to or upon the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average written order of the closing bid Warrant Holder and asked prices in such name or names as the over-the-counter market Warrant Holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants, together with cash, as furnished provided in Section 12 of this Warrant Agreement, in respect of any 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 Exercise Price or receipt of shares by any New York Stock Exchange member firm selected net exercise as aforesaid. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in full or from time to time by in part and, in the Company for event that purpose.any Warrant is exercised in respect of less than all of the shares

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Underwriter Warrant entitles the registered owner thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents ($7.50) _______ 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 first anniversary of the effective date of this Agreement the Registration Statement until 5:00 p.m., California New York City time, May 1on _____________, 2005 2004) (the "Warrant Expiration Date"). Notwithstanding the foregoing, if at 5:00 p.m. New York time on the Warrant Expiration Date, any Holder or Holders of the Underwriter Warrants have not exercised their Underwriter Warrants and the "current market price" (as such term is defined in Section 8(d) below) for the Common Shares on the Warrant Expiration Date is greater than the Exercise Price, then each such unexercised Underwriter Warrant shall automatically be converted into a number of Common Shares equal to: the number of Common Shares then issuable upon exercise of an Underwriter Warrant, multiplied by a fraction, the numerator of which is the difference between (A) the "current market price" for Common Shares on the Warrant Expiration Date and (B) the Exercise Price, and the denominator of which is the "current market price" on the Warrant Expiration Date. Prior to the Warrant Expiration Date, the Company will not take any action which would terminate the Underwriter Warrants. The Exercise Price and the Shares issuable upon exercise of the Underwriter Warrants are subject to adjustment upon the occurrence of certain events, events pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of the this Agreement, the Holder or a permitted each Holder shall have the right, which may be exercised as set forth in such Underwriter Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Holder) the number of fully paid and nonassessable Common Shares of Common Stock specified in such Underwriter Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, Underwriter Warrants with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a participant in the Medallion Signature Guarantee Program and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Underwriter Warrants are then exercised. (b) 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 (as 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 having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner Warrant Holder thereof to purchase one Share share of Common Stock during the time period and subject to the conditions set forth in the respective Warrant Certificates at a purchase an exercise price of Seven Dollars and Fifty Cents [$1.00] per share, subject to adjustment in accordance with Section 12 hereof ($7.50) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") at any time or from time to time ). Each Warrant terminates on the fifth anniversary of the date of this Agreement until 5:00 p.m., California time, May 1, 2005 on which such Warrant becomes exercisable in accordance with its terms (the "Warrant Expiration Date"). . (b) The Exercise Price and the Shares 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 12 of this Warrant Agreement. Subject to the provisions of the this Warrant Agreement, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the purchase form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, signed and upon payment a net exercise pursuant to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 this subsection of this Warrant Agreement, for the number of Shares shares in respect of which such Warrants are then exercised. The Warrant Holder may make an exercise of Warrants for "Net Warrant Shares. (b) " The Purchase Price may number of Net Warrant Shares will be paid (i) in cash or by cashier's check payable to the Company, (ii) determined as described by the surrender following formula: Net Warrant Shares = [WS x (MP-EP)]/MP. "WS" is the number of Warrant Shares issuable upon exercise of the Warrants or portion of Warrants owned by in question. "MP" is the Holder or a permitted Holder having a Warrant Value (as defined below) Market Price of the Common Stock on the last trading day preceding the date of the request to exercise equal to the Purchase Warrants. "Market Price, (iii) by the surrender of shares of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price then current market price per share and the Fair Market Value (of Common Stock, as defined below) per share multiplied by the number of Warrants being surrendereddetermined in paragraph 12.1(e). The term "Fair Market ValueEP" shall mean the average over Exercise Price. Subject to paragraph 7(c) hereof, upon such surrender of Warrants and upon a net exercise as aforesaid, the previous five (5) trading days Company at its expense shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the reported high Warrant Holder and low sales price on in such name or names as the Nasdaq Small Cap MarketWarrant Holder may designate, a certificate or certificates for the Nasdaq National Market Systemnumber of full shares of Common Stock so purchased upon the exercise of such Warrants in respect of any fraction of a share of such stock otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued, or and any person so designated to be named therein shall be deemed to have become a holder of record of such other national securities exchange on which the Company's shares may be tradedshares, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average as of the closing bid date of the surrender of such Warrants and asked prices receipt of shares by net exercise as aforesaid. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in the over-the-counter market as furnished by any New York Stock Exchange member firm selected full or from time to time by in part and, in the Company for event that purposeany Warrant is exercised in respect of less than all of the shares purchasable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each 5.1 Each Warrant entitles the registered owner thereof to purchase one Share share of Common Stock at any time from 10:00 a.m., Pacific time, on September ___, 1999 (the "Initiation Date") until 6:00 p.m., Pacific time, on September ___, 2003 (the "Expiration Date") at a purchase price of Seven Dollars and Fifty Cents ($7.50) per Share (as adjusted from time $ subject 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, May 1, 2005 adjustment (the "Warrant Expiration DatePrice"). Notwithstanding the foregoing, if at 6:00 p.m., Pacific time on the Expiration Date, any Holder or Holders of the Warrants have not exercised their Warrants and the Closing Price (as defined below) for the Common Stock on the Expiration Date is greater than the Warrant Price, then each such unexercised Warrant shall be automatically converted into a number of shares of Common Stock of the Company equal to: (A) the number of shares of Common Stock then issuable upon exercise of a Warrant multiplied by (B) a fraction (1) the numerator of which is the difference between the Closing Price for the Common Stock on the Expiration Date and the Warrant Price and (2) the denominator of which is the Closing Price for the Common Stock on the Expiration Date. 5.2 The Exercise Warrant Price and the number of Warrant Shares issuable upon exercise of Warrants each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 11 of this Agreement. Subject to the provisions of the this Agreement, the each Holder or a permitted Holder of Warrants shall have the right, which may be exercised as set forth expressed in such Warrantsthe Warrant Certificate, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder of Warrants) the number of fully paid and nonassessable Warrant Shares of Common Stock specified in such WarrantsWarrant Certificate, upon surrender to the Company, or its duly authorized agent, of such WarrantsWarrant Certificate, with the form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, and upon payment to the Company of the Exercise Warrant Price, as adjusted in accordance with the provisions of Section 8 11 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made in cash, by wire transfer or by certified or official bank check, or any combination thereof. No adjustment shall be made for any dividends on any Warrant Shares of stock issuable upon exercise of a Warrant. (b) The Purchase Price may be paid (i) in cash or by cashier's check payable to the Company, (ii) by the 5.3 Upon such surrender of Warrants owned by Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such registered Holder may designate, a permitted Holder having certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fraction of a Warrant Value (as defined below) on the date of exercise equal to the Purchase Priceshare otherwise issuable upon such surrender and, (iii) by the surrender of shares of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price per share and the Fair Market Value (as defined below) per share multiplied by if the number of Warrants being surrenderedrepresented by a Warrant certificate shall not be exercised in full, a new Warrant certificate, executed by the Company for the balance of the number of whole Warrant Shares. 5.4 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 date of the surrender of such Warrants and payment of the Warrant Price as aforesaid. The term "Fair Market Value" rights of purchase represented by the Warrants shall mean be exercisable, at the average over the previous five (5) trading days election of the reported high and low sales price on the Nasdaq Small Cap Marketregistered Holders thereof, the Nasdaq National Market System, either as an entirety or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by for only part of the Company for that purposeshares specified therein.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents (equal to $7.50) 2.6875 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, May 1, 2005 (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 this Agreement, the Holder or a permitted each Holder shall have the right, which may be exercised as set forth in such Warrantsfor a period commencing on the Issue Date and ending three years from the Issue Date, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Holder) the number of fully paid and nonassessable Shares of Common Stock shares (rounded up to the nearest full share) specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election Election to purchase Purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. (b) The Purchase . Payment of such Exercise Price may be paid (i) made in cash or by cashier's 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 each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch (iiand in no event more than three business days from the date of each such surrender and payment) by to or upon the written order of the Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such 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 date of the surrender of Warrants owned by and payment of the Holder or a permitted Holder having a Warrant Value (Exercise Price as defined below) on aforesaid; provided, however, that if, at the date of exercise equal to the Purchase surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (iii20) days. The rights of purchase represented by the surrender of shares Warrants shall be exercisable, at the election of the Company's Common Stock Holder(s) thereof, either in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, full or (iv) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by in part and, in the Company event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise, a new Warrant or Warrants will be issued for that purposethe remaining number of Shares specified in the Warrant so surrendered.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Warrant entitles the registered owner Warrant Holder thereof to purchase one Share 106.3 shares of Common Stock at a purchase price of Seven Dollars and Fifty Cents the Exercise Price at any tune after November 30, 1995 ($7.50) per Share (as adjusted from time to time pursuant to the provisions hereof, the "Exercise PriceEffective Date") at any time or from time to time the date of this Agreement until and before 5:00 p.m., California timeprevailing Central Time, May 1on November 30, 2005 2004 (the "Warrant Expiration Date"). On the Expiration Date, all rights evidenced by the Warrants shall cease and the Warrants shall become void. The period from the Effective Date to the Expiration Date is sometimes hereinafter referred to as the "Exercise Period." The Exercise Price and the Warrant Shares issuable upon exercise of Warrants the Warrant Shares are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 9 of this Agreement. Subject to the provisions of this Agreement and upon five Business Days prior written notice to the AgreementCompany, the Holder or a permitted each Warrant Holder shall have the right, which may be exercised as set forth in such Warrants, Warrants to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such WarrantsWarrant, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 9 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. (b) The Purchase . Payment of such Exercise Price may be paid (i) made in cash or by cashier's check payable to the Companyorder of the Company or by the surrender and delivery of Notes in an aggregate principal amount equal to the Exercise Price. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant Holder of such Warrants and (iisubject to receipt of evidence of compliance with the Act in accordance with the provisions of Section 13 of this Agreement) by in such name or names as such Warrant Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of Warrants owned by and payment of the Holder or a permitted Holder having a Warrant Value (Exercise Price as defined below) on aforesaid; PROVIDED, HOWEVER, that if, at the date of exercise equal to the Purchase surrender of such Warrants and payment of such Exercise Price, (iii) the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares shall be issuable as of the next succeeding date on which such books shall be opened and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; PROVIDED, FURTHER, that the transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the surrender of shares Warrants shall be exercisable, at the election of the Company's Common Stock Warrant Holders thereof, in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purposefull.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Underwriter Warrant entitles the registered owner thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents ($7.50) ____ per Share [120% OF THE OFFERING PRICE TO THE PUBLIC] (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") at any time or from time to time the second anniversary of the effective date of this Agreement the Registration Statement until 5:00 p.m., California New York City time, May 1on ___________ ___, 2005 2004) (the "Warrant Expiration Date"). Notwithstanding the foregoing, if at 5:00 p.m. New York time on the Warrant Expiration Date, any Holder or Holders of the Underwriter Warrants have not exercised their Underwriter Warrants and the "current market price" (as such term is defined in Section 8(d) below) for the Common Shares on the Warrant Expiration Date is greater than the Exercise Price, then each such unexercised Underwriter Warrant shall automatically be converted into a number of Common Shares equal to: the number of Common Shares then issuable upon exercise of an Underwriter Warrant, multiplied by a fraction, the numerator of which is the difference between (A) the "current market price" for Common Shares on the Warrant Expiration Date and (B) the Exercise Price, and the denominator of which is the "current market price" on the Warrant Expiration Date. Prior to the Warrant Expiration Date, the Company will not take any action which would terminate the Underwriter Warrants. The Exercise Price and the Shares issuable upon exercise of the Underwriter Warrants are subject to adjustment upon the occurrence of certain events, events pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of the this Agreement, the Holder or a permitted each Holder shall have the right, which may be exercised as set forth in such Underwriter Warrants, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Holder) the number of fully paid and nonassessable Common Shares of Common Stock specified in such Underwriter Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, Underwriter Warrants with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Underwriter Warrants are then exercised. (b) The Purchase . Payment of such Exercise Price may be paid made at the Holder's election (i) in cash by certified or by cashier's check payable to the Companyofficial bank check, (ii) by in the surrender of Warrants owned by event that the Holder holds Common Shares of the Company and such Common Shares are listed on a domestic stock exchange or a permitted Holder having a Warrant Value (as defined below) on quoted in the date domestic over-the-counter market, by transferring to the Company an amount of such Common Shares which, when multiplied by, the current market price of the Common Shares at the time of exercise equal to of such Underwriter Warrant, equals the Purchase Priceaggregate amount of the consideration payable upon such exercise, (iii) by the surrender of shares of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" 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 "Fair Market Value" shall mean the average over the previous five (5) trading days of the reported high and low sales price on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.surrendering to

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each 5.1 Each Warrant entitles the registered owner thereof to purchase one Share share of Common Stock at any time from 10:00 a.m., Pacific time, on December__, 1998 (the "Initiation Date") until 6:00 p.m., Pacific time, on December __, 2002 (the "Expiration Date") at a purchase price of Seven Dollars and Fifty Cents ($7.50) per Share (as adjusted from time ________, subject 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, May 1, 2005 adjustment (the "Warrant Expiration DatePrice"). Notwithstanding the foregoing, if at 6:00 p.m., Pacific time on the Expiration Date, any Holder or Holders of the Warrants have not exercised their Warrants and the Closing Price (as defined below) for the Common Stock on the Expiration Date is greater than the Warrant Price, then each such unexercised Warrant shall be automatically converted into a number of shares of Common Stock of the Company equal to: (A) the number of shares of Common Stock then issuable upon exercise of a Warrant multiplied by (B) a fraction (1) the numerator of which is the difference between the Closing Price for the Common Stock on the Expiration Date and the Warrant Price and (2) the denominator of which is the Closing Price for the Common Stock on the Expiration Date. 5.2 The Exercise Warrant Price and the number of Warrant Shares issuable upon exercise of Warrants each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 11 of this Agreement. Subject to the provisions of the this Agreement, the each Holder or a permitted Holder of Warrants shall have the right, which may be exercised as set forth expressed in such Warrantsthe Warrant Certificate, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder of Warrants) the number of fully paid and nonassessable Warrant Shares of Common Stock specified in such WarrantsWarrant Certificate, upon surrender to the Company, or its duly authorized agent, of such WarrantsWarrant Certificate, with the form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, and upon payment to the Company of the Exercise Warrant Price, as adjusted in accordance with the provisions of Section 8 11 of this Agreement, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made in cash, by wire transfer or by certified or official bank check, or any combination thereof. No adjustment shall be made for any dividends on any Warrant Shares of stock issuable upon exercise of a Warrant. (b) The Purchase Price may be paid (i) in cash or by cashier's check payable to the Company, (ii) by the 5.3 Upon such surrender of Warrants owned by Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such registered Holder may designate, a permitted Holder having certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 of this Agreement, in respect of any fraction of a Warrant Value (as defined below) on the date of exercise equal to the Purchase Priceshare otherwise issuable upon such surrender and, (iii) by the surrender of shares of the Company's Common Stock in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) on the date of exercise equal to the Purchase Price, or (iv) any combination of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price per share and the Fair Market Value (as defined below) per share multiplied by if the number of Warrants being surrenderedrepresented by a Warrant certificate shall not be exercised in full, a new Warrant certificate, executed by the Company for the balance of the number of whole Warrant Shares. 5.4 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 date of the surrender of such Warrants and payment of the Warrant Price as aforesaid. The term "Fair Market Value" rights of purchase represented by the Warrants shall mean be exercisable, at the average over the previous five (5) trading days election of the reported high and low sales price on the Nasdaq Small Cap Marketregistered Holders thereof, the Nasdaq National Market System, either as an entirety or such other national securities exchange on which the Company's shares may be traded, or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by for only part of the Company for that purposeshares specified therein.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, each Each Representative Warrant entitles the registered owner thereof to purchase one Share at a purchase price of Seven Dollars and Fifty Cents ($7.50) 3.65 or 125% of the public offering price 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 first anniversary of the effective date of this Agreement the Registration Statement until 5:00 p.m., California EST time, May 1on August __, 2005 2012) (the "“Warrant Expiration Date"”). Notwithstanding the foregoing, if at 5:00 p.m. EST time on the Warrant Expiration Date, any Holder or Holders of the Representative's Warrant have not exercised their Representative's Warrant and the “current market price” (as such term is defined in Section 8(d) below) for the Common Shares on the Warrant Expiration Date is greater than the Exercise Price, then each such unexercised Representative Warrant shall automatically be converted into a number of Common Shares equal to: the number of Common Shares then issuable upon exercise of an Representative Warrant, multiplied by a fraction, the numerator of which is the difference between (A) the “current market price” for Common Shares on the Warrant Expiration Date and (B) the Exercise Price, and the denominator of which is the “current market price” on the Warrant Expiration Date. Prior to the Warrant Expiration Date, the Company will not take any action that would terminate the Representative's Warrant. The Exercise Price and the Shares issuable upon exercise of Warrants the Representative's Warrant are subject to adjustment upon the occurrence of certain events, events pursuant to the provisions of Section 8 of this Agreement. . b) Subject to the provisions of the this Agreement, the Holder or a permitted each Holder shall have the right, which may be exercised as set forth in such WarrantsRepresentative's Warrant, to purchase from the Company (and the Company shall issue and sell to the Holder or such Holder Holder) the number of fully paid and nonassessable Common Shares of Common Stock specified in such WarrantsRepresentative's Warrant, upon surrender to the Company, or its duly authorized agent, of such Warrants, Representative's Warrant with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants Representative's Warrant are then exercised. (bc) The Purchase Payment of such Exercise Price may be paid made at the Holder’s election (i) in cash by certified or by cashier's check payable to the Companyofficial bank check, (ii) by in the surrender of Warrants owned by event that the Holder holds Common Shares of the Company and such Common Shares are listed on a domestic stock exchange or a permitted Holder having a Warrant Value (as defined below) on quoted in the date domestic over-the-counter market, by transferring to the Company an amount of such Common Shares which, when multiplied by, the current market price of the Common Shares at the time of exercise equal to of such Representative Warrant, equals the Purchase Priceaggregate amount of the consideration payable upon such exercise, (iii) by surrendering to the surrender of shares Company the right to receive a portion of the Company's Common Stock number of Shares with respect to which such Representative Warrant is then being exercised equal to the product obtained by multiplying such number of Shares by a fraction, the numerator of which is the Exercise Price in good form for transfer, owned by the Holder and having a Fair Market Value (as defined below) effect on the date of such exercise equal to and the Purchase Pricedenominator of which is the current market price of the Common Shares in effect on such date, or (iv) any by a combination of the foregoing. The term "Warrant Value" shall mean the difference between the Exercise Price per share and the Fair Market Value (as defined below) per share multiplied foregoing methods of payment selected by the number Holder. For purposes of Warrants being surrendered. The term "Fair Market Value" shall mean this paragraph, the average over the previous five (5) trading days current market price of the reported high and low sales price Common Shares shall be calculated either (a) on the Nasdaq Small Cap Market, the Nasdaq National Market System, or such other national securities exchange on date which the Company's shares may be traded, form of election to purchase attached hereto is deemed to have been sent to the Company pursuant to Section 12 hereof (“Notice Date”) or if not trading on the Nasdaq Small Cap Market, the Nasdaq National Market System, or a national securities exchange, (b) as the average of the closing bid last reported sale price for each of the five trading days preceding the Notice Date, whichever of (a) or (b) is greater. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the provisions of clause (ii) or clause (iii) of the preceding sentence, such exercise shall be accompanied by written notice from the Holder specifying the manner of payment thereof, and asked prices in the over-the-counter market case of clause (ii), stating the amount of Common Shares of the Company to be applied to such payment, and in the case of clause (iii), containing a calculation showing the number of Shares with respect to which rights are being surrendered thereunder and the net number of Shares to be issued after giving effect to such surrender. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Representative Warrant. d) Upon each surrender of Representative's Warrant and payment of the Exercise Price as furnished aforesaid, the Company shall issue and cause to be delivered within three business days of such notice to or upon the written order of the Holder of such Representative's Warrant and in such name or names as such Holder may designate a certificate or certificates for the number of full Shares so purchased upon the exercise of such Representative's Warrant, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of Representative's Warrant and payment of the Exercise Price as aforesaid. The rights of purchase represented by any New York Stock Exchange member firm selected the Representative's Warrant shall be exercisable, at the election of the Holders thereof, either in full or from time to time by in part and, in the Company event that any Representative Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Representative Warrant or Representative's Warrant will be issued for that purposethe remaining number of Shares specified in the Representative Warrant so surrendered.