Common use of Terms of the Warrant Clause in Contracts

Terms of the Warrant. A. Subject to the provisions of Sections I.E. and III.A. hereof, this Warrant may be exercised at any time and from time to time after _______________, 2001 (the "EXERCISE COMMENCEMENT DATE"), but no later than 5:00 P.M., New York time, ______________________ (the "EXPIRATION TIME"). If this Warrant is not exercised on or before the Expiration Time it shall become void, and all rights hereunder shall thereupon cease. B. 1. The Holder may exercise this Warrant, in whole or in part, upon surrender of this Warrant and a notice of exercise in the form attached hereto as Exhibit A (the "NOTICE OF Exercise") duly executed, completed and delivered to the Corporation at its corporate office. Promptly upon receipt of this Warrant and the Notice of Exercise and the payment of the Exercise Price in accordance with terms set forth below, and in no event later than ten (10) days thereafter, the Corporation shall issue and deliver to the Holder or its nominee certificates for the total number of whole Shares for which this Warrant is being exercised in such denominations as are required for delivery to the Holder and shall execute the Notice of Exercise indicating the number of Shares which remain subject to future purchases if any. The Exercise Price may be paid at the Holder's election either (i) by cash or check, or (ii) by surrender of this Warrant ("NET ISSUANCE") as determined below. If the Holder elects the Net Issuance method, the Corporation will issue Common Stock to the Holder (without any further payment) in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock then requested to be issued under this Warrant. A = the fair market value (per share) of the Common Stock of the Corporation as of the date of the Notice of Exercise. B = the Exercise Price as of the date of the Notice of Exercise. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (i) if traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a twenty-one (21) day period ending three days before the date of the Notice of Exercise; or (ii) if actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the National Association of Securities Dealers Automated Quotation System (the "NASDAQ SYSTEM") (or similar system) over the twenty-one (21) day period ending three days before the date of the Notice of Exercise;

Terms of the Warrant. A. Section 1.1 Subject to the provisions of Sections I.E. and III.A. Section 3.1 hereof, this Warrant may be exercised at any time and from time to time after _______________9:00 A.M., 2001 Dallas, Texas, time, on the date hereof (the "EXERCISE COMMENCEMENT DATEExercise Commencement Date"), but no later than 5:00 P.M., New York Dallas, Texas, time, ______________________ December 10, 2001 (the "EXPIRATION TIMEExpiration Time"). If this Warrant is not exercised on or before the Expiration Time it shall become void, and all rights hereunder shall thereupon cease. B. 1. (a) The Holder may exercise this Warrant, in whole or in part, upon surrender of this Warrant and a notice of exercise in with the form of subscription attached hereto as Exhibit A (the "NOTICE OF Exercise") duly executed, completed and delivered to the Corporation at its corporate office. Promptly office in Dallas, Texas, together with the full Purchase Price for each Share to be purchased in lawful money of the United States, or by wire transfer, check, bank draft, or postal or express money order payable in United States dollars to the order of the Corporation, and upon compliance with and subject to the conditions set forth herein. (b) Upon receipt of this Warrant with the form of subscription duly executed and the Notice of Exercise and the accompanied by payment of the Exercise aggregate Purchase Price in accordance with terms set forth below, and in no event later than ten (10) days thereafterfor the Shares for which this Warrant is then being exercised, the Corporation shall issue and deliver cause to the Holder or its nominee be issued certificates for the total number of whole Shares for as to which this Warrant is being exercised in such denominations as are required for delivery to the Holder, and the Corporation shall thereupon deliver such certificates to the Holder or its nominee. (c) In case the Holder shall exercise this Warrant with respect to less than all of the Shares that may be purchased (d) The Corporation covenants and agrees it will pay when due and payable any and all taxes (other than any income taxes) that may be payable in respect of the issue of this Warrant, or the issue of any Shares upon the exercise of this Warrant. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or of the Shares in a name other than that of the Holder at the time of surrender, and until the payment of such tax the Corporation shall not be required to issue such Shares. Section 1.3 This Warrant may be split-up, combined, or exchanged for another Warrant or Warrants of like tenor to purchase a like aggregate number of Shares. If the Holder desires to split-up, combine, or exchange this Warrant, it shall make such request in writing delivered to the Corporation at its corporate office and shall surrender this Warrant and any other Warrants to be so split- up, combined, or exchanged at such office. Upon any such surrender for a split-up, combination, or exchange, the Corporation shall execute and deliver to the Notice of Exercise indicating person entitled thereto a Warrant or Warrants, as the number of Shares which remain subject to future purchases if anycase may be, as so requested. The Exercise Price Corporation shall not be required to effect any split-up, combination, or exchange that will result in the issuance of a Warrant entitling the Holder to purchase upon exercise a fraction of a Share. Section 1.4 Prior to due presentment for registration or transfer of this Warrant, the Corporation may be paid at deem and treat the Holder's election either , as registered on the books of the Corporation maintained for that purpose, as the absolute owner of this Warrant (inotwithstanding any endorsement or notation of ownership or other writing hereon) for the purpose of any exercise hereof and for all other purposes and the Corporation shall not be affected by cash or check, or (ii) any notice to the contrary. Section 1.5 Any assignment permitted hereunder shall be made by surrender of this Warrant ("NET ISSUANCE") to the Corporation at its principal office with the form of assignment attached hereto duly executed and funds sufficient to pay any transfer tax. In such event, the Section 1.6 Nothing contained in this Warrant shall be construed as determined below. If conferring upon the Holder elects the Net Issuance methodright to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Corporation. If, however, at any time prior to the expiration of this Warrant and prior to its exercise, any of the following shall occur: (a) the Corporation shall declare any dividend payable in stock to the holders of its Common Stock or make any other distribution in property other than cash to the holders of its Common Stock; or (b) the Corporation shall offer to the holders of its Common Stock rights to subscribe for or purchase any shares of any class of stock or any other rights or options or securities exchangeable for or convertible into shares of any class of stock; or (c) the Corporation shall effect any reclassification of its Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger (other than a merger in which no distribution of securities or other property is made to holders of Common Stock), or any sale, transfer, or other disposition of its property, assets, and business substantially as an entirety, or the liquidation, dissolution, or winding up of the Corporation; then, in each such case, the Corporation will issue Common Stock shall cause notice of such proposed action to be mailed to the Holder. Such notice shall specify (i) the date on which the books of the Corporation Without limiting the obligation of the Corporation to provide notice to the Holder of actions hereunder, it is agreed that failure of the Corporation to give notice shall not invalidate such action of the Corporation. Section 1.7 If this Warrant is lost, stolen, mutilated, or destroyed, the Corporation shall, on such reasonable terms as to indemnity or otherwise as it may impose (without which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as, and in substitution for, this Warrant, which shall thereupon become void. Any such new Warrant shall constitute an independent contractual obligation of the Corporation, whether or not the Warrant so lost, stolen, destroyed, or mutilated shall be at any further paymenttime enforceable by anyone. (a) The Corporation covenants and agrees that at all times it shall reserve and keep available for the exercise of this Warrant such number of authorized Shares as are sufficient to permit the exercise in full of this Warrant. (b) Prior to the issuance of any Shares upon exercise of this Warrant, the Corporation shall secure the listing of such Shares upon any securities exchange upon which the shares of the Corporation's Common Stock may at the time be listed for trading. (c) The Corporation covenants that all Shares when issued upon the exercise of this Warrant in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number terms hereof will be validly issued, fully paid, nonassessable, and free of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock then requested to be issued under this Warrant. A = the fair market value (per share) of the Common Stock of the Corporation as of the date of the Notice of Exercise. B = the Exercise Price as of the date of the Notice of Exercise. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (i) if traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a twenty-one (21) day period ending three days before the date of the Notice of Exercise; or (ii) if actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the National Association of Securities Dealers Automated Quotation System (the "NASDAQ SYSTEM") (or similar system) over the twenty-one (21) day period ending three days before the date of the Notice of Exercise;preemptive rights.

Terms of the Warrant. A. Subject to the provisions of Sections I.E. and III.A. hereof, this Warrant may be exercised at any time and from time to time after _______________September 2, 2001 2000 (the "EXERCISE COMMENCEMENT DATEExercise Commencement Date"), but no later than 5:00 P.M., New York Chicago time, ______________________ September 2, 2002 (the "EXPIRATION TIMEExpiration Time"). If this Warrant is not exercised on or before the Expiration Time it shall become void, and all rights hereunder shall thereupon cease. B. 1. The Holder holder of this Warrant (the "Holder") may exercise this Warrant, in whole or in part, upon surrender of this Warrant and a notice of exercise in the form attached hereto as Exhibit A (the "NOTICE OF Notice of Exercise") duly executed, completed and delivered to the Corporation at its corporate office. Promptly upon receipt of this Warrant and the Notice of Exercise and the payment of the Exercise Price in accordance with terms set forth below, and in no event later than ten (10) days thereafter, the Corporation shall issue and deliver to the Holder or its nominee certificates for the total number of whole Shares for which this Warrant is being exercised in such denominations as are required for delivery to the Holder and shall execute the Notice of Exercise indicating the number of Shares which remain subject to future purchases if any. The Exercise Price may be paid at the Holder's election either (i) by cash or check, or (ii) by surrender of this Warrant ("NET ISSUANCENet Issuance") as determined below. If the Holder elects the Net Issuance method, the Corporation will issue Common Stock to the Holder (without any further payment) in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock then requested to be issued under this Warrant. A = the fair market value (per share) of the Common Stock of the Corporation as of the date of the Notice of Exercise. B = the Exercise Price as of the date of the Notice of Exercise. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (i) if traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a twenty-one (21) day period ending three days before the date of the Notice of Exercise; or (ii) if actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the National Association of Securities Dealers Automated Quotation System (the "NASDAQ SYSTEMSystem") (or similar system) over the twenty-one (21) day period ending three days before the date of the Notice of Exercise;

Terms of the Warrant. A. SECTION 1.1 Subject to the provisions of Sections I.E. and III.A. Section 3.1 hereof, this Warrant may be exercised at any time and from time to time after _______________9:00 A.M., 2001 Dallas, Texas, time, on the date hereof (the "EXERCISE COMMENCEMENT DATEExercise Commencement Date"), but no later than 5:00 P.M., New York Dallas, Texas, time, ______________________ December , 2001 (the "EXPIRATION TIMEExpiration Time"). If this Warrant is not exercised on or before the Expiration Time it shall become void, and all rights hereunder shall thereupon cease. B. 1. (a) The Holder may exercise this Warrant, in whole or in part, upon surrender of this Warrant and a notice of exercise in with the form of subscription attached hereto as Exhibit A (the "NOTICE OF Exercise") duly executed, completed and delivered to the Corporation at its corporate office. Promptly office in Dallas, Texas, together with the full Purchase Price for each Share to be purchased in lawful money of the United States, or by wire transfer, check, bank draft, or postal or express money order payable in United States dollars to the order of the Corporation, and upon compliance with and subject to the conditions set forth herein. (b) Upon receipt of this Warrant with the form of subscription duly executed and the Notice of Exercise and the accompanied by payment of the Exercise aggregate Purchase Price in accordance with terms set forth below, and in no event later than ten (10) days thereafterfor the Shares for which this Warrant is then being exercised, the Corporation shall issue and deliver cause to the Holder or its nominee be issued certificates for the total number of whole Shares for as to which this Warrant is being exercised in such denominations as are required for delivery to the Holder, and the Corporation shall thereupon deliver such certificates to the Holder or its nominee. (c) In case the Holder shall exercise this Warrant with respect to less than all of the Shares that may be purchased under this Warrant, the Corporation shall execute a new Warrant for the balance of the Shares that may be purchased upon exercise of this Warrant and deliver such new Warrant to the Holder. (d) The Corporation covenants and agrees it will pay when due and payable any and all taxes (other than any income taxes) that may be payable in respect of the issue of this Warrant, or the issue of any Shares upon the exercise of this Warrant. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or of the Shares in a name other than that of the Holder at the time of surrender, and until the payment of such tax the Corporation shall not be required to issue such Shares. SECTION 1.3 This Warrant may be split-up, combined, or exchanged for another Warrant or Warrants of like tenor to purchase a like aggregate number of Shares. If the Holder desires to split- up, combine, or exchange this Warrant, it shall make such request in writing delivered to the Corporation at its corporate office and shall surrender this Warrant and any other Warrants to be so split- up, combined, or exchanged at such office. Upon any such surrender for a split-up, combination, or exchange, the Corporation shall execute and deliver to the Notice of Exercise indicating person entitled thereto a Warrant or Warrants, as the number of Shares which remain subject to future purchases if anycase may be, as so requested. The Exercise Price Corporation shall not be required to effect any split-up, combination, or exchange that will result in the issuance of a Warrant entitling the Holder to purchase upon exercise a fraction of a Share. SECTION 1.4 Prior to due presentment for registration or transfer of this Warrant, the Corporation may be paid at deem and treat the Holder's election either , as registered on the books of the Corporation maintained for that purpose, as the absolute owner of this Warrant (inotwithstanding any endorsement or notation of ownership or other writing hereon) for the purpose of any exercise hereof and for all other purposes and the Corporation shall not be affected by cash or check, or (ii) any notice to the contrary. SECTION 1.5 Any assignment permitted hereunder shall be made by surrender of this Warrant ("NET ISSUANCE") as determined belowto the Corporation at its principal office with the form of assignment attached hereto duly executed and funds sufficient to pay any transfer tax. If the Holder elects the Net Issuance methodIn such event, the Corporation will issue shall, without charge, execute, and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation thereof at the corporate office of the Corporation together with a written notice signed by the Holder, specifying the names and denominations in which such new Warrants are to be issued. SECTION 1.6 Nothing contained in this Warrant shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Corporation. If, however, at any time prior to the expiration of this Warrant and prior to its exercise, any of the following shall occur: (a) the Corporation shall declare any dividend payable in stock to the holders of its Common Stock or make any other distribution in property other than cash to the holders of its Common Stock; or (b) the Corporation shall offer to the holders of its Common Stock rights to subscribe for or purchase any shares of any class of stock or any other rights or options or securities exchangeable for or convertible into shares of any class of stock; or (c) the Corporation shall effect any reclassification of its Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger (other than a merger in which no distribution of securities or other property is made to holders of Common Stock), or any sale, transfer, or other disposition of its property, assets, and business substantially as an entirety, or the liquidation, dissolution, or winding up of the Corporation; then, in each such case, the Corporation shall cause notice of such proposed action to be mailed to the Holder. Such notice shall specify (i) the date on which the books of the Corporation shall close, or a record be taken, for determining holders of Common Stock entitled to receive such stock dividend or other distribution or such rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, winding up, shall take place or commence, as the case may be, (ii) the date as of which it is expected that holders of record of Common Stock shall be entitled to receive securities or other property deliverable upon such action, if any such date has been fixed (on which date in the event of a voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the right to exercise this Warrant shall terminate), and (iii) such facts as shall indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Purchase Price and the kind and amount of the Common Stock and other securities and property deliverable upon exercise of this Warrant. Such notice shall be mailed in the case of any action covered by Subsection 1.6(a) and 1.6(b) above, at least ten (10) days prior to the record date of determining holders of the Common Stock for purposes of receiving such payment or offer, and in the case of any action covered by Subsection 1.6(c), at least ten (10) days prior to the earlier of the date upon which such action is to take place or any record date to determine holders of Common Stock entitled to receive such securities or other property. Without limiting the obligation of the Corporation to provide notice to the Holder of actions hereunder, it is agreed that failure of the Corporation to give notice shall not invalidate such action of the Corporation. SECTION 1.7 If this Warrant is lost, stolen, mutilated, or destroyed, the Corporation shall, on such reasonable terms as to indemnity or otherwise as it may impose (without which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as, and in substitution for, this Warrant, which shall thereupon become void. Any such new Warrant shall constitute an independent contractual obligation of the Corporation, whether or not the Warrant so lost, stolen, destroyed, or mutilated shall be at any further paymenttime enforceable by anyone. (a) The Corporation covenants and agrees that at all times it shall reserve and keep available for the exercise of this Warrant such number of authorized Shares as are sufficient to permit the exercise in full of this Warrant. (b) Prior to the issuance of any Shares upon exercise of this Warrant, the Corporation shall secure the listing of such Shares upon any securities exchange upon which the shares of the Corporation's Common Stock may at the time be listed for trading. (c) The Corporation covenants that all Shares when issued upon the exercise of this Warrant in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number terms hereof will be validly issued, fully paid, nonassessable, and free of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock then requested to be issued under this Warrant. A = the fair market value (per share) of the Common Stock of the Corporation as of the date of the Notice of Exercise. B = the Exercise Price as of the date of the Notice of Exercise. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (i) if traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a twenty-one (21) day period ending three days before the date of the Notice of Exercise; or (ii) if actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the National Association of Securities Dealers Automated Quotation System (the "NASDAQ SYSTEM") (or similar system) over the twenty-one (21) day period ending three days before the date of the Notice of Exercise;preemptive rights.

Terms of the Warrant. A. Subject to the provisions of Sections I.E. and III.A. hereof, this Warrant may be exercised at any time and from time to time after _______________October 29, 2001 2000 (the "EXERCISE COMMENCEMENT DATEExercise Commencement Date"), but no later than 5:00 P.M., New York Chicago time, ______________________ October 29, 2002 (the "EXPIRATION TIMEExpiration Time"). If this Warrant is not exercised on or before the Expiration Time it shall become void, and all rights hereunder shall thereupon cease. B. 1. The Holder holder of this Warrant (the "Holder") may exercise this Warrant, in whole or in part, upon surrender of this Warrant and a notice of exercise in the form attached hereto as Exhibit A (the "NOTICE OF Notice of Exercise") duly executed, completed and delivered to the Corporation at its corporate office. Promptly upon receipt of this Warrant and the Notice of Exercise and the payment of the Exercise Price in accordance with terms set forth below, and in no event later than ten (10) days thereafter, the Corporation shall issue and deliver to the Holder or its nominee certificates for the total number of whole Shares for which this Warrant is being exercised in such denominations as are required for delivery to the Holder and shall execute the Notice of Exercise indicating the number of Shares which remain subject to future purchases if any. The Exercise Price may be paid at the Holder's election either (i) by cash or check, or (ii) by surrender of this Warrant ("NET ISSUANCENet Issuance") as determined below. If the Holder elects the Net Issuance method, the Corporation will issue Common Stock to the Holder (without any further payment) in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock then requested to be issued under this Warrant. A = the fair market value (per share) of the Common Stock of the Corporation as of the date of the Notice of Exercise. B = the Exercise Price as of the date of the Notice of Exercise. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (i) if traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a twenty-one (21) day period ending three days before the date of the Notice of Exercise; or (ii) if actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the National Association of Securities Dealers Automated Quotation System (the "NASDAQ SYSTEMSystem") (or similar system) over the twenty-one (21) day period ending three days before the date of the Notice of Exercise; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted on the NASDAQ System or similar system, the current fair market value of Common Stock shall be the highest price per share which the Corporation could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Corporation, from authorized but unissued shares, as determined in good faith by its Board of Directors, or if requested by the Holder and, at the Holder's expense, by an independent third-party investment bank or other professional designated by the Corporation and satisfactory to the Holder or, in the absence of a mutually agreeable investment bank or other professional, by the average of the fair market value of Common Stock shall be deemed to be the value received by the holders of the Corporation's Common Stock pursuant to such merger or acquisitions.