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

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, the Warrant holder shall have the right, which may be exercised commencing at the opening of business on August 25, 1998 and until 5:00 p.m., Pacific time on August 24, 2008 to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Warrant holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on August 24, 2008 shall become void and all rights thereunder and all rights in respect thereof under this agreement 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 at its principal office of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the exercise price (the 'Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, or (ii) in the manner provided in the first paragraph of this Section 5. 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 Warrant holder and in the name of the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such other 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 11; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 11. 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 and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a 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 date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued pursuant to the provisions of this Section. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. Such canceled Warrant Certificates shall then be disposed of by the Company.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, the Warrant holder shall have the right, which may be exercised commencing at the opening of business on August 25December 4, 1998 and until 5:00 5: 00 p.m., Pacific time on August 24December 3, 2008 to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Warrant holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on August 24December 3, 2008 shall become void and all rights thereunder and all rights in respect thereof under this agreement 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 at its principal office of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the exercise price (the 'Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, or (ii) in the manner provided in the first paragraph of this Section 5. 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 Warrant holder and in the such name of the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such other 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 11; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 11. 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 and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a 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 date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued pursuant to the provisions of this Section. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. Such canceled Warrant Certificates shall then be disposed of by the Company.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, the each Warrant holder Holder shall have the right, which may be exercised commencing at from the opening date of business on August 25, 1998 original issuance of the Warrant certificates pursuant to the terms of this Agreement and until prior to the earlier of (i) 5:00 p.m., Pacific p.m. New York city time on August 24the seventh (7th) anniversary of the Closing (the “Expiration Date”) or (ii) immediately prior to an acquisition, 2008 merger or consolidation of the Company by or with any unrelated third party in which the Company is not the surviving entity, to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Warrant holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares. In Each Warrant, when exercised will entitle the alternative, the Warrant holder may exercise its right, during the Exercise Period, Holder thereof to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been purchase one fully paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a nonassessable share of Common Stock determined by at the Company's Board of Directors in good faithExercise Price. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on August 24, 2008 the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this agreement Agreement shall cease as of such time, except as expressly provided otherwise in this Agreement. No adjustments as If the reported last sale price of the Common Stock does not equal or exceed $10 per share for any 20 trading days within a 30 trading day period occurring at any time period prior to dividends the Expiration Date, then the date which is the tenth (10th) anniversary of the Closing will be the Expiration Date for all purposes hereunder. Notwithstanding any other provision, if a certain Agreement by and among CGLIC and United States Pharmaceutical Group, LLC and the Company made upon exercise as of May 4, 2005 (the “Strategic Agreement”) is terminated as a result of a breach by CGLIC, then the Expiration Date will be one (1) year after the date after the effective date of such termination under Section 6.04 of the WarrantsStrategic Agreement. A Warrant may be exercised upon surrender to the Company at its principal office of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by an “eligible guarantor” as defined in the regulations promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and upon payment to the Company of the exercise price of $6.60 (the '“Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A ”), as adjusted as herein provided, for the number of each Warrant Shares in respect of which such Warrants are Share then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash United States dollars or (ii) by certified or official bank check payable to the order of the Company. In lieu of payment of the Exercise Price as aforesaid, or the Holder of a Warrant may request the payment of “Spread”, which shall be delivered by the Company by delivering Common Stock with an aggregate current market price (iias of the date of delivery of request by the Holder to the Company pursuant to Section 15) in equal to the manner provided in difference between the first paragraph current market price per share of this Common Stock less the Exercise Price multiplied by the number of Warrants being exercised. Subject to the provisions of Section 5. Upon 7 hereof, upon such surrender of Warrants and payment of the Exercise Price Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder Holder and in the such name of or names, as the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such other names as the holder Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants Warrants, together with cash as provided in Section 1113 hereof; PROVIDEDprovided, HOWEVERhowever, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 hereofCompany, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five two (2) business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence sentence, together with cash as provided in Section 1113 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 13 hereof. The Warrants shall be exercisable, at the election of the holders Holders thereof, either in full or from time to time in part (in whole shares) and, in the event that a 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 date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued by the Company pursuant to the provisions of this SectionSection and of Section 4 hereof. All Warrant Certificates certificates surrendered upon exercise of Warrants shall be canceled cancelled by the Company. Such canceled Warrant Certificates Company and shall then thereafter be disposed of by the CompanyCompany in accordance with applicable law. The Company shall keep copies of this Agreement, the SEC Reports (as defined below) and any notices given or received hereunder available for inspection by the Holders of the Warrants during normal business hours at its office.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, the Warrant holder shall have the right, The initial exercise price per share at which may be exercised commencing at the opening of business on August 25, 1998 and until 5:00 p.m., Pacific time on August 24, 2008 to receive from the Company the number of fully paid and nonassessable Warrant Shares which shall be purchasable upon the Warrant holder may at the time be entitled to receive on exercise of such Warrants and payment (the "EXERCISE PRICE") shall be equal to 110% of the Exercise Price then in effect for such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at of one share of Common Stock as of the time Escrow Release Date (as defined below) for such Warrant. On its respective Escrow Release Date, each Warrant shall be initially exercisable for that number of exercise shares of Common Stock equal to: 0.15 times the number of shares of Common Stock outstanding on such date on a fully diluted basis (after giving effect to the aggregate Exercise Price exercise of all options, warrants and rights to acquire Common Stock and the conversion of all convertible securities for the maximum number of shares of Common Stock obtainable whether or not such options, warrants or rights are then exercisable or vested and whether or not such convertible securities are then convertible) divided by 150,000; provided, however, that such calculation shall not give effect to issuances of Common Stock made prior to the Escrow Release Date if such issuances would otherwise not have been paid by the Warrant holdercaused an adjustment pursuant to Section 11 hereof. For purposes of the foregoing sentencethis paragraph of Section 6, "fair market valueFAIR MARKET VALUE" of the Warrant Shares shall mean be (i) if the Common Stock is in reported on an interdealer quotation system, the over-the-counter market last reported sales price, per share or if there is no reported sales price, the average of the last bid and not in The Nasdaq National Market nor ask per share, of the Common Stock on any national the trading day immediately prior to the Escrow Release Date, (2) if the Common Stock is listed on a securities exchange, the average of the per share closing bid price on prices of the 30 Company's Common Stock for the five consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised so listed immediately prior to 5:00 p.m., Pacific time, on August 24, 2008 shall become void and all rights thereunder and all rights in respect thereof under this agreement 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 at its principal office of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the exercise price (the 'Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the CompanyEscrow Release Date, or (ii3) in if the manner provided in the first paragraph of this Section 5. 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 Warrant holder and in the name of the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such other 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 11; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shallis not so reported or listed, as soon as possible, but in any event not later than five business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 11. 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 and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a 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 date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued pursuant to the provisions of this Section. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled reasonably determined by the Company's Board of Directors, as supported by an opinion of a nationally recognized investment banking firm. Such canceled Warrant Certificates shall then be disposed of by the Company.The term "

Terms of Warrants; Exercise of Warrants. Subject to the --------------------------------------- terms of this Agreement, the each Warrant holder Holder shall have the right, which may be exercised commencing at on or after the opening of business on August 25, 1998 Exercisability Date (as defined below) and until 5:00 p.m., Pacific time New York City time, on August 24the six-month anniversary of the Exercisability Date (the "Expiration Date"), 2008 to receive from the Company the --------------- number of fully paid and nonassessable Warrant Shares which the Warrant holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as defined below) then in effect for such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) abovetogether, if trading in the Common Stock is not reported by The Nasdaq Small Cap Marketapplicable, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on August 24, 2008 shall become void and all rights thereunder and all rights in respect thereof under this agreement 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 at its principal office of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the exercise price (the 'Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, or (ii) in the manner provided in the first paragraph of this Section 5. 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 Warrant holder and in the name of the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such other 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 payable as provided in Section 11; PROVIDED, HOWEVER, that if 13 hereof and any consolidation, merger dividends or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash distributions payable as provided in Section 1114 hereof. Such certificate If the Exercisability Date is on or certificates prior to December 31, 2001, the Holders shall then be deemed entitled 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 receive from the date of the surrender Company (on exercise of such Warrants and payment of the Exercise Price. The Warrants shall be exercisablePrice then in effect for such Warrant Shares) (together, at if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 20,654,360 Warrant Shares (in the election of the holders thereof, either in full or from time to time in part and, aggregate) (with each Warrant being exercisable for 1.153846 Warrant Shares)/2/ in the event that a certificate evidencing Warrants is exercised the Adjustment Event (as defined in respect of fewer than all of the Warrant Shares issuable on such exercise at any time Merger Agreement) has not occurred prior to the date Exercisability Date or (b) 17,900,445 Warrant Shares (in the aggregate) (with each Warrant being __________________ /2/ These numbers shall be adjusted in the final Agreement and Warrants in order to reflect that at the Effective Time such aggregate number, when taken together with the shares of expiration Parent Common Stock issuable to holders of Company Stock in the Merger, shall equal 35% of the Warrants, shares of Parent Common Stock on a new certificate evidencing fully diluted basis (excluding the remaining effect of the Algos Warrants as if no Adjustment Event had occurred). exercisable for 1.000000 Warrant or Warrants will be issued pursuant Shares)/3/ in the event the Adjustment Event has occurred prior to the provisions of this SectionExercisability Date. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by If the Company. Such canceled Warrant Certificates Exercisability Date is after December 31, 2001 and on or prior to June 30, 2002, the Holder shall then be disposed entitled to receive from the Company (on exercise of by such Warrants and payment of the CompanyExercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 12,786,032 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.714286 Warrant Shares)/4/ in the event the Adjustment Event has not occurred prior to the Exercisability Date or (b) 11,015,658 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.615385 Warrant Shares)/5/ in the event the Adjustment Event has occurred prior to the Exercisability Date. If the Exercisability Date is after June 30, 2002 and on or prior to December 31, 2002 (the "Ultimate Expiration Date"), the Holders shall ------------------------ then be entitled to receive from the Company (on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 5,966,815 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.333333 Warrant Shares)/6/ in the event the Adjustment Event has not occurred prior to the _____________________ /3/ These numbers shall be adjusted in the final Agreement and Warrants in order to reflect that at the Effective Time such aggregate number, when taken together with the shares of Parent Common Stock issuable to holders of Company Common Stock in the Merger, shall equal 40% of the shares of Parent Common Stock on a fully diluted basis (excluding the effect of the Algos Warrants and after giving effect to the Adjustment Event as if it had occurred).

Terms of Warrants; Exercise of Warrants. The initial exercise price per share at which Warrant Shares shall be issuable upon the exercise of a Warrant (the "Exercise Price") shall be equal to $0.01 per share of Common Stock. Each Warrant shall entitle the Holder thereof, subject to and upon compliance with the provisions of this Agreement, to purchase from the Company one share of Common Stock, subject to adjustment pursuant to the terms of this Agreement. Subject to the terms of this Agreement, the Warrant holder each Holder shall have the right, which may be exercised commencing at on the opening of business on August 25, 1998 date that the Warrants have been issued and delivered to each Holder pursuant to Section 2.02 and shall continue until 5:00 p.m., Pacific New York City time on August 24the later of (i) September 2, 2008 2006 and (ii) to the extent that any Transfer Restricted Securities (as defined in the Registration Rights Agreement) remain outstanding on September 6, 2006, ten Business Days after the effective date of a registration statement under the Securities Act with respect to the Warrant Shares issuable upon the exercise of the Warrants, but no later than September 2, 2007 (the "Expiration Date"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Warrant holder Holder may at the time be entitled to receive on exercise of such the Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, the Warrant holder each Holder may exercise its right, during the Exercise Period, right to receive Warrant Shares on a net basisbasis (a "Cashless Exercise"), such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its the Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) Current Market Price at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" Holder of the Warrant Shares shall mean (i) if Shares. If the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations Warrants are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific New York City time, on August 24the Expiration Date, 2008 they shall become void and all rights thereunder and all rights in respect thereof under this agreement Agreement shall cease as of such time. No adjustments as to dividends Dividends will be made upon exercise of the Warrants. A Warrant may The Holders will only be exercised upon surrender able to the Company at its principal office of the certificate or certificates evidencing the exercise their Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the exercise price (the 'Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash by means of a cashless exercise or by certified or official bank check payable (ii) if any registration statement under the Securities Act relating to the order Warrant Shares is effective or the exercise of such Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside. No Holder may exercise any Warrant to the extent that, immediately following such exercise and upon receipt of any Warrant Shares issuable upon such exercise, such Holder would either (i) become or be included in any 13D Person that is the single largest holder of voting power represented by the Company's capital stock (or otherwise become the single largest holder of the Common Stock) (the "Shareholder Limitation"), or (ii) beneficially own (as such term is defined in the manner provided in the first paragraph of this Section 5. Upon such surrender of Warrants and payment 13(d)(3) of the Exercise Price the Company shall issue and cause to Exchange Act) or be delivered with all reasonable dispatch to or upon the written order included in any 13D Person that beneficially owns in excess of 4.9% of the Warrant holder and voting power represented by the Company's capital stock (or otherwise beneficially own in the name excess of 4.9% of the Warrant holderoutstanding Common Stock) (the "4.9% Limitation") after, orin either case, upon satisfaction of giving effect to such exercise (the transfer requirements in Section 4, such other names Shareholder Limitation and the 4.9% Limitation are collectively referred to herein as the holder may designate, a certificate or certificates for "Exercise Limitations"). The determinations of the number of full Warrant Shares issuable shares that (i) constitute 4.9% of the outstanding Common Stock or voting power and (ii) are held by the largest holder will be made in reliance upon the information contained in publicly available filings made with the SEC unless the Company is aware that such information is incorrect and has made the correct information public, to the extent material, and disclosed such information to the Holders at the time of any such proposed exercise. In order to facilitate compliance with the foregoing, each Holder will be required to make a representation that it and its affiliates will comply with the Exercise Limitations immediately after the exercise of such Warrants together with cash as provided in Section 11; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale Warrant and receipt of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 hereof, or a tender offer or an exchange offer for any shares of Common Stock of the Company shall be made, issuable upon such surrender of Warrants and payment exercise. Notwithstanding the Exercise Limitation, however, a Holder may exercise any Warrant that would otherwise cause such Holder to hold Warrant Shares in excess of the Exercise Price as aforesaid, the Company shallLimitations if, as soon as possible, but in any event not later than five business days thereafter, issue and cause to be delivered the full such excess number of Warrant Shares issuable upon (the exercise of "Excess Shares"), such Warrants in Holder (i) irrevocably covenants to the manner described in this sentence together with cash as provided in Section 11. Such certificate or certificates shall be deemed Company to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of sell such Warrant Excess Shares as of within 10 days after the date of exercise and (ii) confirms that it has, on or prior to such exercise date, entered into a binding arrangement to sell the surrender Excess Shares within 10 days after such exercise date either (a) in a regular way transaction on a national securities exchange (or the principal market where shares of Common Stock are then traded) or (b) to one or more persons that are not "affiliates" (used herein as defined in Rule 144 promulgated under the Securities Act) of such Warrants and payment Holder ("Third Parties"), each of whom represents for the benefit of the Company that, upon purchase of the applicable Excess Shares, such Third Party, together with its affiliates, will not be the beneficial owner of a number of shares of Common Stock in excess of the Exercise PriceLimitations. In addition, such Holder shall agree to vote the applicable Excess Shares only in accordance with the recommendations of the Board of Directors of the Company or any Third Party that has agreed to purchase such shares, if any record date for a vote of the Common Stock is established for any day between the exercise date and the consummation of the sale of the applicable Excess Shares. The Warrants shall be exercisable, at the election Exercise Limitations will cease to have any force and effect upon consummation of the holders thereofUtility Spin-Off, either in full or from time if, on the date that is 14 days after delivery to time in part andthe Company of a request by the Required Holders to such effect (which request may be given no more than once during any 180-day period), the Company shall not have delivered a certificate to the Holders stating that the removal of the Exercise Limitations would, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all good faith judgment of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the WarrantsCompany, a new certificate evidencing the remaining Warrant not be consistent with applicable regulatory or Warrants will be issued pursuant to the provisions of this Sectionother legal requirements. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. Such canceled Warrant Certificates shall then be disposed of by the CompanySECTION 4.02.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, the Warrant holder shall have the right, which may be exercised commencing at the opening of business on August 25December 30, 1998 and until 5:00 5: 00 p.m., Pacific time on August 24December 29, 2008 to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Warrant holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on August 24December 29, 2008 shall become void and all rights thereunder and all rights in respect thereof under this agreement 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 at its principal office of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the exercise price (the 'Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, or (ii) in the manner provided in the first paragraph of this Section 5. 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 Warrant holder and in the such name of the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such other 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 11; PROVIDEDprovided, HOWEVERhowever, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 11. 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 and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a 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 date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued pursuant to the provisions of this Section. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. Such canceled Warrant Certificates shall then be disposed of by the Company.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, the Warrant holder shall have the right, which may be exercised commencing at the opening of business on August 25, 1998 and until 5:00 p.m., Pacific time on August 24, 2008 to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Warrant holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on August 24, 2008 shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised at any time on or after 180 days from the date of original issuance thereof upon surrender to the Company at its the principal office of the certificate Warrant Agent of the Warrant Certificate or certificates evidencing the Warrants Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by an "eligible guarantor" as defined in the regulations promulgated under the Exchange Act and upon payment to the Warrant Agent for the account of the Company of the exercise price (the 'Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A , as adjusted as herein provided, for the number of each Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in the form of cash or by a certified or official bank or bank cashier's check payable to the order of the Company. Subject to the provisions of Section 9 hereof, or (ii) in the manner provided in the first paragraph of this Section 5. Upon upon such surrender of Warrants and payment of the Exercise Price Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in the such name of the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such other or names as the Warrant holder may designate, a certificate or certificates for the number of full whole Warrant Shares issuable upon the exercise of such Warrants together with any cash which may be payable as provided in Section 1117 hereof; PROVIDED, HOWEVER, provided that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 14 hereof, or a tender offer or an exchange offer for shares of Common Stock Shares of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five business days two Business Days thereafter, issue and cause to be delivered to the registered holder thereof or any person so designated to be named therein the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with any cash which may be payable as provided in Section 1117 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the aggregate Exercise Price. The Warrants No fractional shares shall be exercisable, at issued upon exercise of any Warrants in accordance with Section 17 hereof. deliver the election of the holders thereof, either in full required new Warrant Certificate or from time to time in part and, in the event that a 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 date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued Certificates pursuant to the provisions of this SectionSection and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the CompanyWarrant Agent. Such canceled Warrant Certificates shall then be disposed of by the CompanyCompany in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Warrant holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, the Warrant holder shall have the right, which Warrants may be exercised commencing at any time after the opening date hereof. Each Warrant, when exercised in accordance with the terms hereof and upon payment in cash (or by tendering the Holdings Notes, as provided in the next succeeding paragraph) of business on August 25, 1998 the exercise price of $1,382.59 per unit (the "Exercise Price") will entitle the holder thereof to acquire from Holdings (and until 5:00 p.m., Pacific time on August 24, 2008 Holdings shall issue to receive from the Company the number such holder of a Warrant) one fully paid and nonassessable unit of Holdings' authorized but unissued Common Units (subject to adjustment as provided in Section 11). No cash dividend shall be paid to a holder of Warrant Shares which issuable upon the Warrant holder may at the time be entitled to receive on exercise of Warrants unless such Warrants and payment holder was, as of the Exercise Price then in effect record date for the declaration of such dividend, the record holder of such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on August 24, 2008 shall become void and all rights thereunder and all rights in respect thereof under this agreement 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 Holdings at the Company at its principal office Register Office of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, and upon together with payment to the Company Holdings of the exercise price (the 'Exercise Price") which is set forth in the form of Price for each Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are Share then exercised. Payment To the extent any holder of a Warrant surrenders with such Warrant any Holdings Note then held by such holder, such holder shall be deemed to have paid that portion of the aggregate Exercise Price for all Warrant Shares then exercised equal to 100% of that portion of the Accreted Value (as defined in the Holdings Indenture) of, together with all accrued and unpaid interest on such portion of, any Holdings Note of such holder cancelled pursuant to this paragraph up to but excluding the date of such issuance of such Holdings Note which the holder thereof directs Holdings to accept as payment of such aggregate Exercise Price, which Holdings Note shall be made cancelled and not reissued. To the extent the face amount of such surrendered Holdings Note is greater than the aggregate amount of the Exercise Price for all Warrant Shares then paid for by surrender thereof (i) in cash or exclusive of the portion of such exercise price paid for by certified or official bank check payable interest, if any, on such Surrendered Note), Holdings shall deliver a new Holdings Note to the order tendering holder thereof, in accordance with the provisions of the CompanyHoldings Indenture, or (ii) dated the date of the original issuance of the tendered Holdings Note, in the manner provided in face amount which bears the first paragraph same proportion to the face amount of this Section 5such surrendered Note immediately prior to such redemption as the unredeemed portion of the Accreted Value of such surrendered Note bears to the Accreted Value of such surrendered Note immediately prior to such redemption. Upon such surrender In lieu of Warrants and payment of the Exercise Price pursuant to the Company preceding paragraph, the Warrant holder shall have the right to require Holdings to convert the Warrants, in whole or in part and at any time or times (the "Conversion Right"), into Warrant Shares by surrendering to Holdings the certificate or certificates evidencing the Warrant to be converted with the form of notice of conversion on the reverse thereof duly filled in and signed. Upon exercise of the Conversion Right, Holdings shall deliver to the Warrant holder (without payment by the holder of the Warrant of any Exercise Price) that number of Warrant Shares which is equal to the quotient obtained by dividing (x) the value of the number of Warrants being exercised at the time the Warrants are exercised (determined by subtracting the aggregate Exercise Price for all such Warrants immediately prior to the exercise of the Warrants from the aggregate Current Market Price (determined pursuant to Section 11(f) of that number of Warrant Shares purchasable upon exercise of such Warrants immediately prior to the exercise of the Warrants (taking into account all applicable adjustments pursuant to Section 11) by (y) the Current Market Price of one Common Unit immediately prior to the exercise of the Warrants. Subject to the provisions of Section 8, upon surrender of the Warrant certificate or certificates, Holdings shall issue and cause to be delivered deliver with all reasonable dispatch dispatch, to or upon the written order of the Warrant holder and in the such name of the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such other or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable or other securities or property to which such holder is entitled hereunder upon the exercise of such Warrants together with Warrants, including, at Holdings' option, any cash payable in lieu of fractional interests as provided in Section 11; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 1113. Such certificate or certificates shall be deemed to have been issued and any person 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 and payment of the Exercise Price. Holdings may issue fractional Common Units upon exercise of any Warrants in accordance with Section 13. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a 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 date of expiration of the WarrantsExpiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued issued, and Holdings will duly execute and deliver the required new Warrant certificate or certificates pursuant to the provisions of Section 4 and this SectionSection 7. All Warrant Certificates certificates surrendered upon exercise of Warrants shall be canceled by the CompanyHoldings. Such canceled Warrant Certificates certificates shall then be disposed of in a manner satisfactory to Holdings and in accordance with any applicable law. Holdings shall account promptly in writing with respect to Warrants exercised and all monies received for the purchase of the Warrant Shares through the exercise of such Warrants. In the event that Holdings shall purchase or otherwise acquire Warrants, Holdings may elect to have the Warrants canceled and retired. Holdings shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Companyregistered Warrant holders during normal business hours and upon reasonable notice at the Register Office. Upon exercise of Warrants, the holder of Warrant Shares shall be admitted as a member of Holdings, in accordance with the Holdings Operating Agreement (which shall so provide).

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, the Warrant holder shall have the right, which Warrants may be exercised commencing at any time after the opening of business on August 25, 1998 date hereof in whole and from time to time in part until 5:00 p.m., Pacific time p.m. (ET) on August 24February 23, 2008 (the "Expiration Date"). Each Warrant, when --------------- exercised in accordance with the terms hereof and upon payment in cash of the exercise price of $22.448 per share (the "Exercise Price") will entitle the -------------- holder thereof to receive acquire from the Company (and the number Company shall issue to such holder of a Warrant) one fully paid and nonassessable share of the Company's authorized but unissued Common Stock (subject to adjustment as provided in Section 11). No cash dividend shall be paid to a holder of Warrant Shares which issuable upon the Warrant holder may at the time be entitled to receive on exercise of Warrants unless such Warrants and payment holder was, as of the Exercise Price then in effect record date for the declaration of such dividend, the record holder of such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on August 24, 2008 shall become void and all rights thereunder and all rights in respect thereof under this agreement 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 at its principal office the Register Office of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, and upon together with payment to the Company of the exercise price (the 'Exercise Price") which is set forth in the form of Price for each Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are Share then exercised. Payment In lieu of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, or (ii) in the manner provided in the first paragraph of this Section 5. Upon such surrender of Warrants and payment of the Exercise Price pursuant to the preceding paragraph, the Warrant holder shall have the right to require the Company to convert the Warrants, in whole or in part and at any time or times (the "Conversion Right"), into shares of Common Stock by surrendering to the Company ---------------- the certificate or certificates evidencing the Warrant to be converted with the form of notice of conversion on the reverse thereof duly filled in and signed. Upon exercise of the Conversion Right, the Company shall deliver to the Warrant holder (without payment by the holder of the Warrant of any Exercise Price) that number of shares of Common Stock which is equal to the quotient obtained by dividing (x) the value of the number of Warrants being exercised at the time the Warrants are exercised (determined by subtracting the aggregate Exercise Price for all such Warrants immediately prior to the exercise of the Warrants from the aggregate Current Market Price (as defined in Section 11) of that number of Warrant Shares purchasable upon exercise of such Warrants immediately prior to the exercise of the Warrants (taking into account all applicable adjustments pursuant to Section 11) by (y) the Current Market Price of one share of Common Stock immediately prior to the exercise of the Warrants. Subject to the provisions of Section 8 hereof, upon surrender of the Warrant certificate or certificates, the Company shall issue and cause to be delivered deliver with all reasonable dispatch dispatch, to or upon the written order of the Warrant holder and in the such name of the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such other or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable or other securities or property to which such holder is entitled hereunder upon the exercise of such Warrants together with Warrants, including, at the Company's option, any cash payable in lieu of fractional interests as provided in Section 11; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 12 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 11. Such certificate or certificates shall be deemed to have been issued and any person 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 and payment of the Exercise Price. The Company may issue fractional shares of Common Stock upon exercise of any Warrants in accordance with Section 12 hereof. The Warrants shall be exercisableexercisable on or prior to the Expiration Date, at the election of the holders thereof, either at any time in full whole or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on exercise of such exercise certificate at any time prior to the date of expiration of the WarrantsExpiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued issued, and the Company will duly execute and deliver the required new Warrant certificate or certificates pursuant to the provisions of Section 4 and this SectionSection 7. All Warrant Certificates certificates surrendered upon exercise of Warrants shall be canceled by the Company. Such canceled Warrant Certificates certificates shall then be disposed of in a manner satisfactory to the Company and in accordance with any applicable law. The Company shall account promptly in writing with respect to Warrants exercised and all monies received for the purchase of the Warrant Shares through the exercise of such Warrants. In the event that the Company shall purchase or otherwise acquire Warrants, the Company may elect to have the Warrants canceled and retired. The Company shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Companyregistered Warrant holders during normal business hours and upon reasonable notice at the Register Office.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, the each Warrant holder shall have the right, which may be exercised commencing at any time from the opening date of original issuance thereof and on or prior to the close of business on August 25(i) in the case of the Series A Warrants, 1998 the Series B Warrants and until 5:00 p.m.the Additional Warrants, Pacific time on August 24December 31, 2008 2008, and (ii) in the case of Default Warrants, if any, a date ten years following the issue date thereof (in each case, the "Expiration Date") to exercise each Warrant and receive from the Company the number of fully fully-paid and nonassessable Warrant Shares which the Warrant holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, the Warrant; provided that no Warrant holder may shall be entitled to exercise its rightsuch holder's Warrants at any time unless, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to exercise, (A) a registration statement under the aggregate Exercise Price that would otherwise have been paid by Securities Act covering the Warrant holder. For purposes of the foregoing sentence, "fair market value" offer and sale of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market has been filed with, and not in The Nasdaq National Market nor on any national securities exchangedeclared effective by, the average Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the SEC or (B) the offer and sale of the per share closing bid price on Warrant Shares to the 30 consecutive trading days immediately preceding Warrant holder are exempt from registration under the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if Securities Act and the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question holder of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) aboveWarrants, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined requested by the Company's Board , has delivered to the Company an opinion of Directors counsel reasonably satisfactory to the Company and the Warrant Agent to such effect. Each Warrant, when exercised, will entitle the holder thereof to purchase one (1) fully-paid and nonassessable Common Share at the Exercise Price then in good faitheffect for such Warrant. The closing price referred Exercise Price and the number of shares are both subject to adjustment under certain circumstances as provided in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid Section 2A and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Section 15. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on August 24, 2008 the applicable Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this agreement Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. . A Warrant may be exercised at any time on or after the date of original issuance thereof upon surrender to the Company at its the principal office of the certificate Warrant Agent of the Warrant Certificate or certificates evidencing the Warrants Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by an "eligible guarantor" as defined in the regulations promulgated under the Exchange Act, and upon payment to the Warrant Agent for the account of the Company of the exercise price (the 'Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A , as adjusted as herein provided, for the number of each Warrant Shares in respect of which such Warrants are then exercised. Payment Upon exercise of any Warrants by a holder of any Note, such holder may, at its option, surrender such Note to the Company, together with written instructions from such holder to apply all or any part of the aggregate Exercise Price unpaid principal amount of such Note or Notes plus accrued and unpaid interest on the amount so applied through the date of such application against the cash payment required upon such exercise, in which case the Company will accept such specified principal amount plus accrued and unpaid interest thereon through the date of such application in satisfaction of a like amount of such payment. Upon any partial application of the unpaid principal of a Note plus accrued and unpaid interest thereon, the Company, at its expense, shall be made (i) in cash forthwith issue and deliver to or by certified or official bank check payable to upon the order of the Companyholder thereof a new Note or Notes in principal amount equal to the unpaid principal amount of such surrendered Note which has not been applied against such payment, such new Note or (ii) in Notes to be dated and to bear interest on such unpaid principal amount from the manner provided in date to which such interest has been paid on such surrendered Note. Subject to the first paragraph provisions of this Section 5. Upon 9 hereof, upon such surrender of Warrants and payment of the Exercise Price therefor, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in the such name of the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such other or names as the Warrant holder may designate, a certificate or certificates for the number of full whole Warrant Shares issuable upon the exercise of such Warrants together with any cash which may be payable as provided in Section 1117 hereof; PROVIDED, HOWEVER, provided that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 14 hereof, or a tender offer or an exchange offer for shares of Common Stock Shares of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five business days two Business Days thereafter, issue and cause to be delivered to the registered holder thereof or any person so designated to be named therein the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with any cash which may be payable as provided in Section 1117 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the aggregate Exercise PricePrice therefor. The Warrants shall be exercisable, exercisable at any time on or after the date of original issuance thereof at the election of the holders thereof, either in full or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the WarrantsExpiration Date, a new certificate Warrant Certificate evidencing the remaining Warrant or Warrants will be issued issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this SectionSection and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the CompanyWarrant Agent. Such canceled Warrant Certificates shall then be disposed of by the CompanyCompany in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and the Trust Agreement and any notices given or received hereunder available for inspection by the Warrant holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such number of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Warrant holder each Holder shall have the right, which may be exercised during the period commencing at on the opening of business on August 25, 1998 date hereof and until 5:00 p.m., Pacific New York City time on August 24December 31, 2008 2016, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Warrant holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then (i) in effect cash, by wire transfer or by certified or official bank check payable to the order of the Company or (ii) by tendering Warrants as set forth in Section 3(b), in each case, equal to the Exercise Price for such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific New York City time, on August 24December 31, 2008 2016 shall become void and all rights thereunder and all rights in respect thereof under this agreement Agreement shall cease as of such time. No adjustments as . (b) At the option of the Holder, Warrant Shares to dividends will be made acquired upon the exercise of the WarrantsWarrant will be applied automatically to pay the Exercise Price in connection with a cashless exercise of the Warrant in whole or in part. A Any Warrant may be exercised upon surrender Shares transferred to the Company at its principal office as cashless payment of the certificate Exercise Price under the Warrant shall be valued at the fair value per share, as determined on the day immediately preceding the date the Warrant is presented for exercise in good faith by the Board of Directors, whose determination shall be conclusive. (c) In order to exercise all or certificates evidencing any of the Warrants represented by a Warrant Certificate, the Holder must deliver to be exercised with the Company the Warrant Certificate and the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the exercise price (the 'Exercise Price") , which is set forth in the form of Warrant Certificate attached hereto as Exhibit A B, for the number of Warrant Shares, as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash cash, by wire transfer or by certified or official bank check payable to the order of the Company, Company or (ii) by tendering Warrants as set forth in Section 3(b). (d) Subject to the manner provided in the first paragraph provisions of this Section 5. Upon such surrender of Warrants 4 hereof, upon compliance with clauses (a), (b) and payment of the Exercise Price (c) above, the Company shall issue and deliver or cause to be delivered with all reasonable dispatch promptly, but in any event not later than five business days after such compliance, to or upon the written order of the Warrant holder Holder and in the such name of the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such other or names as the holder Holder may designate, a certificate or certificates for the number of full whole Warrant Shares issuable upon the exercise of such Warrants Warrants, together with cash in lieu of fractional shares as provided in Section 117 hereof; PROVIDED, HOWEVERprovided, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (mSection 6(h) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five three business days thereafter, issue and deliver or cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence or other securities or property to which such Holder is entitled hereunder, together with cash as provided in Section 117 hereof. Such certificate or certificates shall be deemed to have been issued and any person Person so designated to be named therein shall be deemed to have become a holder Holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. , and from such date, regardless of when the Company actually mails such certificate, the Holder shall be deemed for all purposes to be the Holder of record of the Warrant Shares deliverable by the Company. (e) The Warrants shall be exercisable, at the election of the holders Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer part. If less than all the Warrants represented by a Warrant are exercised, such Warrant shall be surrendered and a new Warrant of the Warrant Shares issuable on such exercise at any time prior same tenor and for the number of Warrants which were not exercised shall be executed by the Company and delivered to the date of expiration of Holder, registered in such name or names as may be directed in writing by the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued pursuant to the provisions of this Section. Holder. (f) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled cancelled by the CompanyWarrant Registrar. Such canceled cancelled Warrant Certificates shall then be disposed of by the Warrant Registrar in a manner satisfactory to the Company. (g) The Company will reimburse the Holders for all of their reasonable out-of pocket fees and expenses (including attorney’s fees) incurred in connection with any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, in connection with the exercise of the Warrants. (h) So long as the Purchasers hold any Warrants or Warrant Shares, the Company shall deliver the following information (to the extent not already provided in the Company’s Securities and Exchange Commission filings) to the Purchasers: (i) within 45 days after the end of each quarter, consolidated and consolidating financial statements, including a balance sheet, statements of the operations of the Company and each of the Subsidiaries, and statement of income and surplus certified by a Financial Officer of the Company as fairly representing the financial condition of the Company and each of the Subsidiaries as of the end of such period; and (ii) within 90 days of the end of each fiscal year, audited consolidated financial statements prepared in accordance with GAAP and certified by independent public accountants, containing a balance sheet and statement of income and surplus, statement of cash flows and a reconciliation of capital accounts, along with any management letters written by such accountants, together with consolidating schedules of each Subsidiary. (i) If at any time after the date of this Agreement, the Original Term B Lenders (as defined in the Credit Agreement) no longer have the right to appoint directors under the Credit Agreement and so long as the Purchasers hold (i) at least 1,000,000 Warrants or Warrant Shares, the Company shall permit up to two representatives of the Purchasers (together, the “Designated Board Members” and each individually, a “Designated Board Member”) or (ii) less than 1,000,000 but at least 500,000 Warrants or Warrant Shares, the Company shall permit one representative of the Purchasers, reasonably acceptable to the Company, to be designated to the Board of Directors (at the option of the Purchasers) by Purchasers holding a majority of the Warrant Shares (assuming exercise of all the Warrants). If the Purchasers cease to hold at least (i) 1,000,000 but continue to own 500,000 or more Warrants or Warrant Shares, one of the Designated Board Members will be removed from the Board at the next meeting for election of directors and (ii) 500,000 Warrants or Warrant Shares, the remaining Designated Board Member will be removed from the Board at the next meeting for election of directors. Each Designated Board Member will be elected for a two year term and may be removed from office for cause, including a violation of the Company’s code of ethics. The Company shall use its best efforts to (i) effect the appointment of the Designated Board Members and (ii) prevent the removal or replacement of the Designated Board Members, without cause, without the consent of the Purchasers holding a majority of the Warrant Shares (assuming exercise of all Warrants). Upon the nomination of a new Designated Board Member, the Company may determine if such nominee is reasonably acceptable to the Company. Any previously appointed Designated Board Member who is nominated for re-election shall be deemed to be reasonably acceptable to the Company unless material events which would change such determination by the Company have occurred. The rights under this Section 3(i) shall not be transferrable by the Purchasers (other than to their Affiliates) without the prior written consent of the Company. (j) In the event more than 300,000 Plan Shares are issued by the Company between the date hereof and December 31, 2016, the Company hereby covenants to issue and deliver to the Holders additional Warrants, on identical terms as the Warrants issued herein, in the amount of 17.5% of the Plan Shares in excess of 300,000. Such issuances will be made on a quarterly basis after an event described above occurs. (k) The Company shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders upon reasonable advance written notice and during normal business hours at its office. The Company shall supply the Holders from time to time with such numbers of copies of this Agreement as the Holders may reasonably request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, the Warrant holder shall have the right, which may be exercised commencing at the opening of business on August 25, 1998 and until 5:00 p.m., Pacific time on August 24, 2008 to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Warrant holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payablea) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific New York City time, on August 24September 10, 2008 (the "Expiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. (b) Subject to the terms of this Agreement, the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part during the period commencing at the opening of business on the Issue Date and until 5:00 p.m., New York City time on the Expiration Date, and shall entitle any Holder thereof to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price in cash, by wire transfer or by certified or official check payable to the order of the Company, in each case, equal to the Exercise Price for such Warrant Shares or by cashless exercise as set forth in subsection (c) below. No adjustments as to dividends will be made upon exercise of the Warrants. (c) Subject to the terms of this Agreement, and in the sole discretion of the Company, a Holder may elect to convert Warrants into shares of Common Stock, in which event the Company will issue to the Holder the number of shares of Common Stock equal to the result obtained by (i) subtracting B from A, (ii) dividing the result by A as set forth in the following equation, and (iii) multiplying the result by C: X = (A-B) x C where: ---- A X = the number of shares of Common Stock issuable upon exercise pursuant to this subsection (c). A Warrant may be exercised upon surrender = the Daily Price on the day immediately preceding the date on which the Holder delivers written notice to the Company pursuant to subsection (d)below. B = the Exercise Price. C = the number of shares of Common Stock as to which the Warrants are then being exercised. If the foregoing calculation results in a negative number, then no shares of Common Stock shall be issued upon exercise pursuant to this subsection (c). (d) In order to exercise all or any of the Warrants, the Holder thereof must deliver to the Warrant Agent at its principal office of the certificate or certificates evidencing the Warrants to be exercised with Corporate Trust Office (i) such Warrants, (ii) the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be medallion guaranteed by an institution which is a member of a Securities Transfer Association recognized signature guarantee program, and upon (iii) payment to the Warrant Agent for the account of the Company of the exercise price then-current Exercise Price (in the 'Exercise Price") which is manner set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, subsections (b) or (c) above) for the number of Warrant Shares in respect of which such the Warrants are then being exercised. Payment of the aggregate Exercise Price shall be made . (ie) in cash or by certified or official bank check payable Subject to the order provisions of Section 6.01 hereof and upon the CompanyHolder's compliance with the provisions set forth in subsection (d) above, or (ii) in the manner provided in the first paragraph of this Section 5. Upon such surrender of Warrants and payment of the Exercise Price the Company shall issue and cause the Warrant Agent to credit such aggregate number of whole Warrant Shares to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC; provided, however, if the Common Stock is not DTC eligible, the Company shall deliver or cause to be delivered with all reasonable dispatch dispatch, to or upon the written order of the Warrant holder Holder and in the such name of the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such other or names as the holder Holder may designate, a certificate or certificates for the number of full whole Warrant Shares issuable upon the exercise of such Warrants together with or other securities or property to which such Holder is entitled. (f) No fractional Warrant Shares are to be issued upon any exercise of a Warrant, but rather cash in lieu of fractional shares shall be delivered to the Holder as provided in Section 11; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by 6.02 hereof. (g) Upon the Company as described Holder's compliance with the provisions set forth in subsection (md) of Section 10 hereofabove, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 11. Such certificate or certificates Holder shall be deemed to have been issued and any person so designated to be named therein shall be deemed for all corporate purposes to have become a the holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on with respect to which the Warrant has been exercised. (h) If less than all the Warrants represented by a Warrant Certificate are exercised, such exercise at any time prior Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised shall be executed by the Company and delivered to the date of expiration of Warrant Agent and the WarrantsWarrant Agent or the Countersignature Agent, a as applicable, shall countersign the new certificate evidencing Warrant Certificate, registered in such name or names as may be directed in writing by the remaining Holder, and shall deliver the new Warrant or Warrants will be issued pursuant Certificate to the provisions of this Section. Person or Persons entitled to receive the same. (i) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled cancelled by the CompanyWarrant Agent. Such canceled cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. (j) The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, the Warrant holder shall have the right, which may be exercised commencing at the opening of business on August 25December 30, 1998 and until 5:00 5: 00 p.m., Pacific time on August 24December 29, 2008 to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Warrant holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. In the alternative, the Warrant holder may exercise its right, during the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the applicable bid price referred to in said clause shall be the lowest bid price as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, Inc. or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case in The Nasdaq National Market or on the national securities exchange on which the Common Stock is then listed.. Each Warrant not exercised prior to 5:00 p.m., Pacific time, on August 24December 29, 2008 shall become void and all rights thereunder and all rights in respect thereof under this agreement 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 at its principal office of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the exercise price (the 'Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, or (ii) in the manner provided in the first paragraph of this Section 5. 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 Warrant holder and in the such name of the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such other 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 11; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 11. 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 and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a 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 date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued pursuant to the provisions of this Section. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. Such canceled Warrant Certificates shall then be disposed of by the Company.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, the Warrant holder each Holder shall have the right, which may be exercised at any time and from time to time during the period commencing at on the opening of business on August 25, 1998 date specified herein as the “Initial Exercise Date” and until ending immediately prior to 5:00 p.m., Pacific time New York City time, on August 24July 1, 2008 2009 (the “Exercise Period”), to receive from the Company Company, unless such Holder shall make a Common Stock Purchase Election, the number of fully paid and nonassessable non-assessable Warrant Shares which the Warrant holder Holder may at the time be entitled to receive on upon exercise of such Warrants and payment upon payment, subject to Section 3(f), of the price provided in this Section 3(a), as adjusted from time to time in accordance with Section 7 (the “Exercise Price then Price”), in effect for such Warrant Shares. In cash, by wire transfer or by certified or official bank check payable to the alternative, order of the Company; provided that Holders holding Warrants shall be able to exercise their Warrants only in accordance with the procedures set forth in this Agreement and the Warrant holder may exercise its right, during Certificate and only if (i) a registration statement relating to the Exercise Period, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its the Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant holder. For purposes of the foregoing sentence, "fair market value" and issuance of the Warrant Shares shall mean (i) if the or, upon a Common Stock Purchase Election, shares of Common Stock) upon such exercise is in then effective under the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average Securities Act of the per share closing bid price on the 30 consecutive trading days immediately preceding the date in question1933, as reported by The Nasdaq Small Cap Market amended (or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Marketthe “Securities Act”), or (ii) if the exercise of such Warrants and the issuance of the Warrant Shares (or, upon a Common Stock Purchase Election, shares of Common Stock) upon such exercise is traded in The Nasdaq National Market or on a national securities exchange, exempt from the average for the 30 consecutive trading days immediately preceding the date in question registration requirements of the daily per share closing prices in The Nasdaq National Market Securities Act and such Warrant Shares (or on the principal stock exchange on which it is listedshares of Common Stock, as the case may be) are qualified for sale or exempt from registration or qualification under the applicable securities laws of the states in which the various Holders of the Warrants or other Persons to whom it is proposed that such Warrant Shares (or shares of Common Stock, as the case may be) be issued upon exercise of the Warrants reside. For purposes Each Warrant shall be exercisable for the number of clause (i) aboveshares of Series C Preferred Stock, if trading subject to adjustment in accordance with Section 7, equal to the Common Series C Preferred Stock is not reported by The Nasdaq Small Cap MarketExercise Amount. From and after the Issue Date, the applicable bid price referred to in said clause Exercise Price shall be $0.010; provided that the lowest bid Exercise Price shall increase as of the Initial Exercise Date to the price specified below if the Company shall have attained the amount specified opposite such price as reported “LTM EBITDA” for the applicable LTM EBITDA measurement period described below: $72.5 million to, but not including, $75.0 million $ 0.125 $75.0 million to, but not including, $77.5 million $ 0.250 $77.5 million to, but not including, $80.0 million $ 0.375 $80.0 million or greater $ 0.500 If the Initial Exercise Date shall be June 30, 2007, LTM EBITDA shall be equal to the sum of the Company’s EBITDA for the Company’s four consecutive fiscal quarters ending on March 31, 2007 and shall be derived from the unaudited condensed consolidated financial statements of the Company for such fiscal quarters prepared on a basis consistent with the Company’s most recent audited condensed consolidated financial statements. If the Initial Exercise Date shall occur before June 30, 2007, LTM EBITDA shall be equal to the product of (x) two and (y) the sum of the Company’s EBITDA for the Company’s two consecutive fiscal quarters ending on the OTC Electronic Bulletin Board last day of the National Association fiscal quarter immediately preceding the fiscal quarter in which the Initial Exercise Date shall occur and for which condensed consolidated financial statements of Securities Dealersthe Company are available and shall be derived from the unaudited condensed consolidated financial statements of the Company for such fiscal quarters prepared on a basis consistent with the Company’s most recent audited condensed consolidated financial statements. As soon as reasonably practicable after the Initial Exercise Date, Inc. or, if not reported thereon, as reported in an Officer shall deliver a certificate to the "pink sheets" published by National Quotation Bureau, Incorporated, Warrant Agent that shall set forth the applicable LTM EBITDA and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such dayapplicable, the average increased Exercise Price. Notwithstanding this Section 3(a) or any other provision of this Agreement or any Warrant to the contrary, upon the exercise of any Warrants, the Company shall receive payment of the reported closing bid and asked prices, Exercise Price in either case in The Nasdaq National Market or on an amount not less than the national securities exchange on which par value of the Common shares of Series C Preferred Stock is then listed.. issuable upon such exercise. Each Warrant not exercised prior to 5:00 p.m., Pacific New York City time, on August 24July 1, 2008 2009 (the “Expiration Date”) shall become void and all rights thereunder and all rights in respect thereof under this agreement Agreement shall cease as of such time. No adjustments as . (b) In order to dividends will be made upon exercise all or any of the Warrants. A Warrant may be exercised upon surrender to the Company at its principal office of the certificate or certificates evidencing the Warrants to be exercised with purchase shares of Series C Preferred Stock, the Holder thereof must deliver to the Warrant Agent at its office set forth in Section 11 (i) the Warrant Certificate (in the case of Definitive Warrants), (ii) the form of election to purchase shares of Series C Preferred Stock on the reverse thereof duly and properly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon (iii) subject to Section 3(f), payment to the Warrant Agent for the account of the Company of the exercise price (the 'Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, Price for the number of Warrant Shares in respect of which such Warrants are then exercised, as provided in Section 3(a). Payment In connection with the exercise of any of the aggregate Exercise Price shall Warrants, the Holder thereof may elect (such an election, a “Common Stock Purchase Election”), in lieu of exercising such Warrants to purchase shares of Series C Preferred Stock, to purchase the number of shares of Common Stock into which the shares of Series C Preferred Stock otherwise issuable upon the exercise of such Warrants would be made convertible pursuant to the Series C Certificate of Designation as of the date of exercise of such Warrants. In order to exercise all or any of the Warrants pursuant to a Common Stock Purchase Election, the Holder thereof must deliver to the Warrant Agent at its office set forth in Section 11 (i) the Warrant Certificate (in cash the case of Definitive Warrants), (ii) the form of election to purchase shares of Common Stock on the reverse thereof duly and properly filled in and signed, which signature shall be guaranteed by a bank or by certified trust company having an office or official bank check payable correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and (iii) subject to Section 3(f), payment to the order Warrant Agent for the account of the Company of the Exercise Price for the number of shares of Series C Preferred Stock that would have been issuable upon exercise of such Warrants if the Holder thereof had not made a Common Stock Purchase Election. If and when the context shall so require, any reference in this Agreement or any Warrant to the exercise of any Warrant for shares of Series C Preferred Stock, or to the rights and obligations of the Company, the Warrant Agent or any Holder with respect to the issuance of Warrant Shares, also shall be deemed, mutatis mutandis, to refer to the exercise of such Warrant for shares of Common Stock and to the rights and obligations of the Company, the Warrant Agent and such Holder with respect to the issuance of such shares of Common Stock; provided that any adjustment pursuant to Section 7 shall apply solely in respect of the Series C Preferred Stock and not the Common Stock. (c) If, at the time of the surrender of a beneficial interest in any Restricted Global Warrant or a Restricted Definitive Warrant in connection with any exercise of such Warrant, such exercise and the issuance of the Warrant Shares (or, upon a Common Stock Purchase Election, shares of Common Stock) issuable upon such exercise shall not be registered under the Securities Act, it shall be a condition to such exercise and the issuance of such Warrant Shares (or shares of Common Stock, as the case may be) that (i) the Holder of such Warrant furnish to the Company an investment letter substantially in the form of Exhibit B hereto and (ii) the Holder or each other Person to whom it is proposed that such Warrant Shares (or shares of Common Stock, as the case may be) be issued qualify as an “accredited investor” as defined in Rule 501(a) of Regulation D under the manner provided Securities Act. The Company may waive compliance with such condition, in the first paragraph of this Section 5. Upon such surrender of Warrants and payment of the Exercise Price whole or in part, in its sole discretion, including, without limitation, if the Company shall issue and determine that it may effect the proposed issuance in compliance with Regulation S under the Securities Act without unreasonable effort or expense. (d) Subject to the provisions of Section 10, upon specific written instruction from the Company, the Warrant Agent shall deliver or cause to be delivered with all reasonable dispatch to dispatch, in such name or upon the written order of the Warrant holder and in the name of the Warrant holder, or, upon satisfaction of the transfer requirements in Section 4, such other names as the holder Holder may designatedesignate in writing, a certificate or certificates for the number of full whole Warrant Shares issuable (or, upon a Common Stock Purchase Election, the exercise number of such Warrants together with cash as provided in Section 11; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 hereof, or a tender offer or an exchange offer for whole shares of Common Stock Stock) issuable upon exercise of the Company shall be made, upon such surrender of Warrants and payment of delivered by the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than five business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 11Holder for exercise. Such certificate or certificates shall be deemed to have been issued and any person Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares (or shares of Common Stock, as the case may be) as of the date of the surrender of such Warrants and and, subject to Section 3(f), payment of the Exercise Price. ; provided, however, that if such Person would be so deemed to have become a holder of record of Warrant Shares as of a date of record referred to in Section 7(a) or 7(b), then, notwithstanding the foregoing, such Person shall be deemed to have become a holder of record of such Warrant Shares on the first Business Day immediately following such date of record. (e) The Warrants shall be exercisable, at the election of the holders Holders thereof, either in full or from time to time in part andpart, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior provided that, subject to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued adjustment pursuant to the provisions of this Section. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. Such canceled Warrant Certificates shall then be disposed of by the Company.to