Common use of XX WITNESS WHEREOF Clause in Contracts

XX WITNESS WHEREOF. the Corporation has caused this Warrant to be executed by its duly authorized officer as of the date first written above. CAL-BAY INTERNATIONAL, INC. By: \S\Xxxxx X Xxxxxx Name: Xxxxx X Xxxxxx Title: President, Cal Bay International, Inc. EXHIBIT A FORM OF NOTICE OF ELECTION TO EXERCISE [To be executed only upon exercise of the Warrant to which this form is attached] To CAL-BAY INTERNATIONAL, INC.: The undersigned, the holder of the Warrant to which this form is attached, hereby irrevocably elects to exercise the right represented by such Warrant to purchase shares of Common Stock of CAL-BAY INTERNATIONAL, INC., and herewith either [circle (a) or (b)]: (a) tenders the aggregate payment of $_________ in the form of cash, wire transfer funds, check or (b)elects to exercise its right to acquire the Common Stock without any payment of funds as provided in Section 2 of the Warrant. The undersigned requests that a certificate for such shares be issued in the name of , whose address is__________________, and that such certificate be delivered to ______________________, whose address is ____________________________________. If such number of shares is less than all of the shares purchasable under the Warrant, the undersigned requests that a new Warrant, of like tenor as the Warrant to which this form is attached, representing the right to purchase the remaining balance of the shares purchasable under such current Warrant be registered in the name of __________________, whose address is ___________________________________, and that such new Warrant be delivered to __________________, whose address is _______________________________________. Signature: (Signature must conform in all respects to the name of the holder of the Warrant as specified on the face of the Warrant) Date: EXHIBIT B FORM OF NOTICE OF TRANSFER [To be executed only upon transfer of the Warrant to which this form is attached] For value received, the undersigned hereby sells, assigns and transfers unto ______________________ all of the rights represented by the Warrant to which this form is attached to purchase _________________________ shares of Common Stock of CAL-BAY INTERNATIONAL, INC.(the "Corporation"),to which such Warrant relates, and appoints ______________________ as its attorney to transfer such right on the books of the Corporation, with full power of substitution in the premises.

XX WITNESS WHEREOF. the Corporation has caused this Warrant to be executed by its duly authorized officer as of the date first written above. CAL-BAY INTERNATIONAL, INC. By: \S\Xxxxx \S\Rxxxx X Xxxxxx Name: Xxxxx Rxxxx X Xxxxxx Title: President, Cal Bay International, Inc. EXHIBIT A FORM OF NOTICE OF ELECTION TO EXERCISE [To be executed only upon exercise of the Warrant to which this form is attached] To CAL-BAY INTERNATIONAL, INC.: The undersigned, the holder of the Warrant to which this form is attached, hereby irrevocably elects to exercise the right represented by such Warrant to purchase shares of Common Stock of CAL-BAY INTERNATIONAL, INC., and herewith either [circle (a) or (b)]: (a) tenders the aggregate payment of $_________ in the form of cash, wire transfer funds, check or (b)elects to exercise its right to acquire the Common Stock without any payment of funds as provided in Section 2 of the Warrant. The undersigned requests that a certificate for such shares be issued in the name of , whose address is__________________, and that such certificate be delivered to ______________________, whose address is ____________________________________. If such number of shares is less than all of the shares purchasable under the Warrant, the undersigned requests that a new Warrant, of like tenor as the Warrant to which this form is attached, representing the right to purchase the remaining balance of the shares purchasable under such current Warrant be registered in the name of __________________, whose address is ___________________________________, and that such new Warrant be delivered to __________________, whose address is is_______________________________________. Signature: (Signature must conform in all respects to the name of the holder of the Warrant as specified on the face of the Warrant) Date: EXHIBIT B FORM OF NOTICE OF TRANSFER [To be executed only upon transfer of the Warrant to which this form is attached] For value received, the undersigned hereby sells, assigns and transfers unto ______________________ all of the rights represented by the Warrant to which this form is attached to purchase _________________________ shares of Common Stock of CAL-BAY INTERNATIONAL, INC.(the "Corporation"),to which such Warrant relates, and appoints ______________________ as its attorney to transfer such right on the books of the Corporation, with full power of substitution in the premises.

XX WITNESS WHEREOF. the Corporation has caused this Warrant to be executed by its duly authorized officer as of the date first written above. CAL-BAY INTERNATIONAL, INC. By: \S\Xxxxx X Xxxxxx Name: Xxxxx X Xxxxxx Title: President, Cal Bay International, Inc. EXHIBIT A FORM OF NOTICE OF ELECTION TO EXERCISE [To be executed only upon exercise of the Warrant to which this form is attached] To CAL-BAY INTERNATIONAL, INC.: The undersigned, the holder of the Warrant to which this form is attached, hereby irrevocably elects to exercise the right represented by such Warrant to purchase shares of Common Stock of CAL-BAY INTERNATIONAL, INC., and herewith either [circle (a) or (b)]: (a) tenders the aggregate payment of $_________ in the form of cash, wire transfer funds, check or (b)elects to exercise its right to acquire the Common Stock without any payment of funds as provided in Section 2 of the Warrant. The undersigned requests that a certificate for such shares be issued in the name of , whose address is__________________, and that such certificate be delivered to ______________________, whose address is ____________________________________. If such number of shares is less than all of the shares purchasable under the Warrant, the undersigned requests that a new Warrant, of like tenor as the Warrant to which this form is attached, representing the right to purchase the remaining balance of the shares purchasable under such current Warrant be registered in the name of __________________, whose address is ___________________________________, and that such new Warrant be delivered to __________________, whose address is ______is_________________________________. Signature: (Signature must conform in all respects to the name of the holder of the Warrant as specified on the face of the Warrant) Date: EXHIBIT B FORM OF NOTICE OF TRANSFER [To be executed only upon transfer of the Warrant to which this form is attached] For value received, the undersigned hereby sells, assigns and transfers unto ______________________ all of the rights represented by the Warrant to which this form is attached to purchase _________________________ shares of Common Stock of CAL-BAY INTERNATIONAL, INC.(the "Corporation"),to which such Warrant relates, and appoints ______________________ as its attorney to transfer such right on the books of the Corporation, with full power of substitution in the premises.

XX WITNESS WHEREOF. the Corporation has caused this Warrant to be executed by its duly authorized officer as of the date first written above. CAL-BAY INTERNATIONAL, INC. By: \S\Xxxxx X Xxxxxx Name: Xxxxx X Xxxxxx Title: President, Cal Bay International, Inc. EXHIBIT A FORM OF NOTICE OF ELECTION TO EXERCISE [To be executed only upon exercise of the Warrant to which this form is attached] To CAL-BAY INTERNATIONAL, INC.: The undersigned, the holder of the Warrant to which this form is attached, hereby irrevocably elects to exercise the right represented by such Warrant to purchase shares of Common Stock of CAL-BAY INTERNATIONAL, INC., and herewith either [circle (a) or (b)]: (a) tenders the aggregate payment of $_________ in the form of cash, wire transfer funds, check or (b)elects to exercise its right to acquire the Common Stock without any payment of funds as provided in Section 2 of the Warrant. The undersigned requests that a certificate for such shares be issued in the name of , whose address is__________________, and that such certificate be delivered to ______________________, whose address is ____________________________________. If such number of shares is less than all of the shares purchasable under the Warrant, the undersigned requests that a new Warrant, of like tenor as the Warrant to which this form is attached, representing the right to purchase the remaining balance of the shares purchasable under such current Warrant be registered in the name of __________________, whose address is ___________________________________, and that such new Warrant be delivered to __________________, whose address is _______________________________________. Signature: (Signature must conform in all respects to the name of the holder of the Warrant as specified on the face of the Warrant) Date: EXHIBIT B FORM OF NOTICE OF TRANSFER [To be executed only upon transfer of the Warrant to which this form is attached] For value received, the undersigned hereby sells, assigns and transfers unto ___________________________________________ all of the rights represented by the Warrant to which this form is attached to purchase _________________________ shares of Common Stock of CAL-BAY INTERNATIONAL, INC.(the "Corporation"),to which such Warrant relates, and appoints ______________________ as its attorney to transfer such right on the books of the Corporation, with full power of substitution in the premises.