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THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER
SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS
COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE STOCK

Issuer: Teknowledge Corporation , a Delaware corporation (the Company) 
Number of Shares: 15,000, as the same may be from time to time adjusted pursuant to Article 2 hereof. 
Class of Stock: Common
Exercise Price: $3.00 per share as the same may be from time to time adjusted pursuant to Article 2 hereof.

Issue Date: March 28, 2003
Expiration Date: March 28, 2008

THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration,
BRIDGE BANK, NATIONAL ASSOCIATION (Holder) is entitled to purchase the number of fully paid and
nonassessable Shares of the Company at the Exercise Price per Share set forth, subject to the provisions and upon
the terms and conditions set forth in this Warrant. 

Article 1  EXERCISE. 

1.1  Method  of  Exercise.  This  Warrant  is  exercisable,  in  whole or in  part,  from  the  first
anniversary  of the Issue Date  hereof  through the  Expiration  Date set forth  above.  Holder may  exercise  this
Warrant by delivering a duly executed  Notice of Exercise,  in  substantially  the form attached as Appendix 1,  to
the principal  office of Company.  Unless  Holder is  exercising  the  conversion  right set forth in  Section 1.2,
Holder shall also deliver to Company a check for the aggregate Exercise Price for Shares being purchased. 

1.2  Conversion  Right.  In lieu of exercising this Warrant as specified in Section 1.1,  Holder may from time
to time  convert  this  Warrant,  in whole or in part,  into a number  of Shares  determined  by  dividing  (a) the
aggregate fair market value of Shares or other  securities  otherwise  issuable upon exercise of this Warrant minus
the  aggregate  Exercise  Price of such Shares by (b) the fair market value of one Share.  The fair market value of
Shares shall be determined pursuant to Section 1.3.

1.3  Fair  Market  Value.  If the Shares are traded in a public  market,  the fair market  value of the Shares
shall be the closing  price of the Shares (or the closing price of the  Companys  stock into which the Shares
are  convertible)  reported for the business day  immediately  before Holder delivers its Notice of Exercise to the
Company.  If the Shares are not traded in a public market,  the Board of Directors of Company shall  determine fair
market value in its reasonable  good faith  judgment.  The foregoing  notwithstanding,  if Holder advises the Board
of Directors in writing  that Holder  disagrees  with such  determination,  then Company and Holder shall  promptly
agree upon a reputable  investment  banking firm to undertake such  valuation.  If the valuation of such investment
banking  firm is  greater  than that  determined  by the Board of  Directors,  then all fees and  expenses  of such
investment  banking firm shall be paid by Company.  In all other  circumstances,  such fees and  expenses  shall be
paid by Holder. 

1.4  Delivery  of  Certificate  and New  Warrant.  Promptly  after Holder  exercises or converts this Warrant,
Company  shall  deliver  to Holder  certificates  for  Shares  acquired  and,  if this  Warrant  has not been fully
exercised or converted and has not expired, a new Warrant representing Shares not so acquired. 

1.5  Replacement  of Warrants.  On receipt of evidence reasonably  satisfactory to Company of the loss, theft,
destruction  or  mutilation  of this  Warrant  and, in the case of loss,  theft or  destruction,  on delivery of an
indemnity  agreement  reasonably  satisfactory  in form and amount to  Company  or, in the case of  mutilation,  on
surrender  and  cancellation  of this Warrant,  Company at its expense  shall execute and deliver,  in lieu of this
Warrant, a new warrant of like tenor.

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1.6  Repurchase   on  Sale,   Merger,  or  Consolidation  of  Company.   For  the  purpose  of  this  Warrant,
Acquisition  means any sale,  license,  or other  disposition of all or substantially all of the assets
of  Company,  or any  reorganization,  consolidation,  or merger of Company  where the  holders  of  Companys
securities  before the  transaction  beneficially  own less than 50% of the  outstanding  voting  securities of the
surviving  entity after the  transaction.  Upon the closing of any  Acquisition,  the successor entity shall assume
the  obligations  of this  Warrant,  and this Warrant  shall be  exercisable  for the same  securities,  cash,  and
property as would be payable for Shares  issuable  upon exercise of the  unexercised  portion of this Warrant as if
such Shares were  outstanding  on the record date for the  Acquisition  and  subsequent  closing,  and the Exercise
Price shall be adjusted  accordingly;  provided that if pursuant to such Acquisition the entire  outstanding  class
of  Shares  issuable  upon  exercise  of the  unexercised  portion  of this  Warrant  are  cancelled  and the total
consideration  payable to the holders of such class of Shares consists  entirely of cash, then, upon payment to the
holder of this  Warrant of an amount  equal to the amount  such  holder  would  receive if such  holder held Shares
issuable upon exercise of the  unexercised  portion of this Warrant and such Shares were  outstanding on the record
date for the  Acquisition  less the  aggregate  Exercise  Price of such Shares,  this Warrant  shall be  cancelled.


Article 2   ADJUSTMENTS. 

2.1  Stock  Dividends,  Splits,  Etc.  If Company  declares or pays a dividend on its common  stock (or Shares
if Shares are  securities  other than common stock)  payable in common stock or other  securities,  subdivides  the
outstanding  common stock into a greater  amount of common stock,  or, if Shares are  securities  other than common
stock,  subdivides  Shares in a  transaction  that  increases  the amount of common  stock  into  which  Shares are
convertible,  then upon exercise of this Warrant,  for each Share acquired,  Holder shall receive,  without cost to
Holder,  the total number and kind of  securities  to which Holder would have been entitled had Holder owned Shares
of record as of the date the dividend or subdivision occurred. 

2.2  Reclassification,  Exchange or  Substitution.  Except in the case of an  Acquisition to which Section 1.6
is applicable, upon any reclassification,  exchange,  substitution,  or other event that results in a change of the
number and/or class of the  securities  issuable  upon  exercise or  conversion  of this  Warrant,  Holder shall be
entitled to receive,  upon exercise or conversion of this Warrant,  the number and kind of securities  and property
that  Holder  would  have  received  for  Shares  if this  Warrant  had  been  exercised  immediately  before  such
reclassification,  exchange,  substitution, or other event. Company or its successor shall promptly issue to Holder
a new Warrant for such new  securities  or other  property.  The new Warrant shall  provide for  adjustments  which
shall be as nearly  equivalent as may be practicable to the  adjustments  provided for in this Article 2 including,
without  limitation,  adjustments to the Exercise  Price and to the number of securities or property  issuable upon
exercise  of  the  new  Warrant.   The  provisions  of  this  Section 2.2   shall  similarly  apply  to  successive
reclassifications, exchanges, substitutions, or other events. 

2.3  Adjustments  for  Combinations,  Etc.  If  the  outstanding  Shares  are  combined  or  consolidated,  by
reclassification  or  otherwise,  into a lesser  number of shares,  the  Exercise  Price  shall be  proportionately
increased  and the number of Shares as to which this warrant is  exercisable  shall be  proportionately  decreased.


2.4  Adjustments  for Diluting  Issuances.  The Exercise Price and the number of Shares issuable upon exercise
of this Warrant or, if Shares are Preferred  Stock,  the number of shares of common stock issuable upon  conversion
of Shares,  shall be subject to adjustment,  from time to time in the manner set forth on Exhibit A in the event of
Diluting Issuances (as defined on Exhibit A). 

2.5  No  Impairment.  Company shall not, by amendment of its  Articles/Certificate of Incorporation or through
a  reorganization,  transfer of assets,  consolidation,  merger,  dissolution,  issue, or sale of securities or any
other  voluntary  action,  avoid or seek to avoid the  observance or performance of any of the terms to be observed
or  performed  under this  Warrant by Company,  but shall at all times in good faith  assist in carrying out of all
the  provisions  of this  Article 2 and in taking all such action as may be

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necessary  or  appropriate  to protect
Holders  rights  under this Article  against  impairment.  If Company  takes any  dilutive  action  affecting
Shares or its common stock other than as described  above that adversely  affects  Holders  rights under this
Warrant,  the Exercise  Price shall be adjusted  downward and the number of Shares  issuable  upon exercise of this
Warrant shall be adjusted  upward in such a manner that such dilutive  action is offset and the aggregate  Exercise
Price of this Warrant is unchanged. 

2.6  Fractional  Shares  No  fractional  Shares shall be issuable  upon  exercise or conversion of the Warrant
and the number of Shares to be issued shall be rounded  down to the nearest  whole  Share.  If a  fractional  share
interest  arises upon any exercise or conversion of the Warrant,  Company shall  eliminate  such  fractional  share
interest by paying Holder an amount computed by multiplying  the fractional  interest by the fair market value of a
full Share. 

2.7  Certificate  as to  Adjustments.  Upon each  adjustment  of the  Exercise  Price,  Company at its expense
shall  promptly  compute such  adjustment,  and furnish Holder with a certificate  of its Chief  Financial  Officer
setting forth such  adjustment  and the facts upon which such  adjustment  is based.  Company  shall,  upon written
request,  furnish  Holder a certificate  setting  forth the Exercise  Price in effect upon the date thereof and the
series of adjustments leading to such Exercise Price. 

Article 3   COVENANTS OF COMPANY. 

3.1  Valid  Issuance.  Company  shall take all steps  necessary  to insure that all Shares which may be issued
upon the exercise of this Warrant,  and all securities,  if any,  issuable upon conversion of Shares,  shall,  upon
issuance,  be  duly  authorized,  validly  issued,  fully  paid  and  nonassessable,  and  free  of any  liens  and
encumbrances  except for  restrictions  on  transfer  provided  for herein or under  applicable  federal  and state
securities laws. 

3.2  Notice  of Certain  Events.  If Company  proposes at any time (a) to declare any dividend or distribution
upon its common stock,  whether in cash,  property,  stock,  or other  securities and whether or not a regular cash
dividend;  (b) to  offer  for  subscription  pro rata to the  holders  of any  class or  series  of its  stock  any
additional  shares  of stock of any  class or  series  or other  rights;  (c) to  effect  any  reclassification  or
recapitalization of common stock;  (d) to merge or consolidate with or into any other corporation,  or sell, lease,
license,  or convey all or  substantially  all of its assets,  or to  liquidate,  dissolve or wind up; or (e) offer
holders  of  registration  rights  the  opportunity  to  participate  in an  underwritten  public  offering  of the
Companys  securities  for cash,  then, in connection  with each such event,  Company shall give Holder (1) in
the case of the matters  referred to in (a) and (b) above  at least  20 days  prior  written  notice of the date on
which a record will be taken for such dividend,  distribution,  or subscription  rights (and specifying the date on
which the holders of common stock will be entitled  thereto) or for determining  rights to vote, if any, in respect
of the matters  referred to in (c) and (d) above;  (2) in the case of the matters  referred to in (c) and (d) above
at least 20 days prior written  notice of the date when the same will take place (and  specifying the date on which
the holders of common  stock will be entitled to exchange  their  common  stock for  securities  or other  property
deliverable  upon the occurrence of such event);  and (3) in the case of the matter  referred to in (e) above,  the
same notice as is given to the holders of such registration rights. 

3.3  Information.  So long as the Holder holds this Warrant  and/or any of the Shares,  Company  shall deliver
to Holder (a)  promptly,  copies of all notices or other written  communications  to which Holder would be entitled
if it held Shares as to which this Warrant was then  exercisable and (b) such other financial  statements  required
under and in accordance with any loan documents  between Holder and Company,  or if there are no such  requirements
[or if the subject  loan(s) are no longer are  outstanding,  then within 45 days after the end of each of the first
three quarters of each fiscal year,  Companys  quarterly,  unaudited financial  statements and within 90 days
after the end of each fiscal year, Companys annual, audited financial statements. 

3.4  Notice of  Expiration.  Company shall give Holder written notice of Holders  right to exercise this
Warrant in the form attached as Appendix 2  not more than 90 days and not less than 15 days  before the  Expiration
Date and, in the case of an  Acquisition  to which the proviso of Section 1.6 shall be  applicable,  15 days notice
of such  Acquisition.  If the notice is not so given,  the Expiration  Date shall  automatically  be extended until
15 days after the date Company delivers the notice to Holder. 

3.5  Registration  Rights.  The  common  stock  issuable  upon  conversion  of  Shares,  shall  have  the same
piggyback  registration  rights  as are  set  forth  in the  Investor  Rights  Agreement,  dated  as of

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[________________________],  between Company and its investors,  as from
time to time in  effect  (the  Investor  Rights  Agreement  -- a true copy of which as in effect on the
date  hereof has been  furnished  by Company to Holder).  Company  agrees  that no  amendments  will be made to the
Investor  Rights  Agreement which would have an adverse impact on  Holders  registration  rights  thereunder.


Article 4   MISCELLANEOUS. 

4.1  Legends.  This  Warrant  and the Shares  (and the  securities  issuable,  directly  or  indirectly,  upon
conversion of Shares, if any) shall be imprinted with a legend in substantially the following form: 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED
OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.


4.2  Compliance  with  Securities  Laws on  Transfer.  This Warrant and the Shares  issuable  upon exercise of
this Warrant (and the securities  issuable,  directly or indirectly,  upon conversion of Shares, if any) may not be
transferred or assigned in whole or in part without  compliance with applicable  federal and state  securities laws
by the transferor and the transferee  (including,  without  limitation,  the delivery of investment  representation
letters and legal  opinions  reasonably  satisfactory  to Company,  as  reasonably  requested by Company).  Company
shall not  require  Holder to provide an opinion of  counsel if the  transfer  is to an  affiliate  of Holder or if
there is no material  question as to the availability of current  information as referenced in Rule 144(c),  Holder
represents that it has complied with Rule 144(d) and (e) in reasonable  detail,  the selling broker represents that
it has complied  with  Rule 144(f),  and the Company is provided  with a copy of  Holders  notice of proposed
sale. 

4.3  Transfer  Procedure.  Subject to the  provisions of  Section 4.3  Holder may transfer all or part of this
Warrant or the Shares issuable upon exercise of this Warrant (or the securities  issuable,  directly or indirectly,
upon conversion         of        Shares,         if        any)        at        any        time        to
[],  or to any other  transferee  acceptable  to
Company (which  acceptance  shall not be unreasonably  withheld or delayed) by giving Company notice of the portion
of the Warrant  being  transferred  setting  forth the name,  address  and  taxpayer  identification  number of the
transferee  and  surrendering  this  Warrant  to  Company  for  reissuance  to the  transferee(s)  (and  Holder  if
applicable).  Unless Company is filing financial  information with the SEC pursuant to the Securities  Exchange Act
of 1934,  Company  shall  have the right to refuse to  transfer  any  portion  of this  Warrant  to any  person who
directly competes with Company. 

4.4  Notices.  All  notices  and other  communications  from  Company to Holder,  or vice  versa,  shall be in
writing and shall be deemed  delivered and effective when given  personally or mailed by first-class  registered or
certified mail,  postage prepaid,  or by overnight  courier,  at such address as may have been furnished to Company
or Holder, as the case may be, in writing by Company or such Holder from time to time. 

4.5  Attorneys  Fees.  In the event of any dispute between the parties  concerning the terms and provisions of
this  Warrant,  the party  prevailing  in such dispute  shall be entitled to collect from the other party all costs
incurred in such dispute, including reasonable attorneys fees. 

4.6  Governing  Law.  This  Warrant  shall be governed by and  construed  in  accordance  with the laws of the
State of California, without giving effect to its principles regarding conflicts of law.

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IN WITNESS WHEREOF, Company has caused this Warrant to be duly executed by its authorized officers, all as
of the day and year first above written.

| | COMPANY: 
TEKNOWLEDGE CORPORATON, a Delaware corporation

By _______________________________
Name:_____________________________
Title:____________________________>
By _______________________________
Name:_____________________________
Title:____________________________
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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APPENDIX 1
Notice of Exercise

[Strike paragraph that does not apply.]
1.  The undersigned hereby elects to purchase ____________ shares of the Common/Series _________________ Preferred [strike one] Stock
of __________________  pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of
such shares in full. 
2.  he undersigned hereby elects to convert the attached Warrant into Shares/cash [strike one] in the manner
specified in the Warrant.  This conversion is exercised with respect to _______________________of the Shares covered by the
Warrant. 
3.  Please issue a certificate or certificates representing said shares in the name of the undersigned or in such
other name as is specified below: 
Name: _______________________
Address: _______________________
4.  The undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any
other party and not with a view toward the resale or distribution thereof except in compliance with applicable
securities laws. 

_______________________
(Signature) 
_______________________
(Date)

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APPENDIX 2
Notice that Warrant Is About to Expire
[Insert Date of Notice]

To:    Bridge Bank, National Association
       Attn: Mike Field
       2120 El Camino Real
       Santa Clara, CA  95050
The Warrant issued to you described below will expire on  ______________, ____.
Issuer:
Issue Date:
Class of Security Issuable:
Exercise Price per Share:
Number of Shares Issuable:
Procedure for Exercise:
Please contact __________ at (___) ___-____ with any questions you may have concerning exercise of the Warrant.
This is your only notice of pending expiration.

___________________________
(Name of Issuer) 
By: _______________________

Its: _______________________

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EXHIBIT A
Anti-Dilution Provisions
(For Common Stock Warrants Where
Anti-Dilution Protection is Inadequate or Non-existent)

In the event of the issuance (a Diluting Issuance) by Company, after the Issue Date of the
Warrant, of Common Stock (or options or other rights to subscribe thereto or securities convertible into or
exchangeable for Common Stock) at a price per share less than the Exercise Price or less than the fair market
value of the Common Stock at the date of such issuance, then the number of Shares issuable upon exercise of the
Warrant and the Exercise Price, shall be adjusted as a result of Diluting Issuances in accordance with the
following (provided that under no circumstances shall the aggregate Exercise Price payable by Holder upon
exercise of the Warrant increase as a result of any adjustment arising from a Diluting Issuance):

1.  Definitions.  As used in these Antidilution Provisions, the following terms have the following
respective meanings:

  (a)  Option means any right, option, or warrant to subscribe for, purchase, or otherwise acquire
     common stock or Convertible Securities.

  (b)  Convertible Securities means any evidences of indebtedness, shares of stock, or other
     securities directly or indirectly convertible into or exchangeable for common stock.

  (c)  Issue, means to grant, issue, sell, assume, or fix a record date for determining persons
     entitled to receive, any security (including Options), whichever of the foregoing is the first to occur.
     Any variation of the term Issue including, without limitation, Issuable,
     Issuance or Issued shall have the same meaning as set forth in this section 1(c).

  (d)  Additional Common Shares means all common stock (including reissued shares) issued (or
     deemed to be issued pursuant to Section) after the date of the Warrant.  Additional Common Shares does not
     include, however, any common stock issued in a transaction described in Sections 2.1 and 2.2 of the Warrant;
     any common stock Issued upon conversion of preferred stock outstanding on the date of the Warrant; the
     Shares; or common stock Issued as incentive or in a nonfinancing transaction to employees, officers,
     directors, or consultants to Company.

  (e)  The shares of common stock ultimately Issuable upon exercise of an Option (including the shares of
     common stock ultimately Issuable upon conversion or exercise of a Convertible Security Issuable pursuant to
     an Option) are deemed to be Issued when the Option is Issued.  The shares of common stock ultimately
     Issuable upon conversion or exercise of a Convertible Security (other than a Convertible Security Issued
     pursuant to an Option) shall be deemed Issued upon Issuance of the Convertible Security.

2.  Deemed Issuance of Additional Common Shares.  The shares of common stock ultimately Issuable upon
exercise of an Option (including the shares of common stock ultimately Issuable upon conversion or exercise of a
Convertible Security Issuable pursuant to an Option) are deemed to be Issued when the Option is Issued.  The
shares of common stock ultimately Issuable upon conversion or exercise of a Convertible Security (other than a
Convertible Security Issued pursuant to an Option) shall be deemed Issued upon Issuance of the Convertible
Security.  The maximum amount of common stock Issuable is determined without regard to any future adjustments
permitted under the instrument creating the Options or Convertible Securities.

3.  Adjustment of Exercise Price for Diluting Issuances

  3.1  Weighted  Average  Adjustment.  If Company issues  Additional  Common Shares after the date of the
Warrant and the  consideration  per  Additional  Common Share  (determined  pursuant to Section 9) is less than the
Exercise Price in effect  immediately  before such Issue,  the Exercise Price shall be reduced,  concurrently  with
such Issue,  to a price  (calculated to the nearest  hundredth of a cent)  determined by  multiplying  the Exercise
Price by a fraction:

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(a)   the numerator of which is the amount of such common stock outstanding immediately before such Issue plus
     the amount of common stock that the aggregate consideration received by Company for the Additional Common
     Shares would purchase at the Exercise Price in effect immediately before such Issue, and

    (b)  the denominator of which is the amount of common stock outstanding immediately before such Issue plus
     the number of such Additional Common Shares.

  3.2  Adjustment of Number of Shares.  Upon each adjustment of the Exercise Price, the number of Shares
issuable upon exercise of the Warrant shall be increased to equal the quotient obtained by dividing (a) the
product resulting from multiplying (i) the number of Shares issuable upon exercise of the Warrant and (ii) the
Exercise Price, in each case as in effect immediately before such adjustment, by (b) the adjusted Exercise Price.

  3.3  Securities Deemed Outstanding.  For the purpose of this Section 3, all securities issuable upon
exercise of any outstanding Convertible Securities or Options, warrants, or other rights to acquire securities of
Company shall be deemed to be outstanding.

4.  No Adjustment for Issuances Following Deemed Issuances.  No adjustment to the Exercise Price
shall be made upon the exercise of Options or conversion of Convertible Securities.

5.  Adjustment Following Changes in Terms of Options or Convertible Securities.  If the consideration
payable to, or the amount of common stock Issuable by, Company increases or decreases, respectively, pursuant to
the terms of any outstanding Options or Convertible Securities, the Exercise Price shall be recomputed to reflect
such increase or decrease.  The recomputation shall be made as of the time of the Issuance of the Options or
Convertible Securities.  Any changes in the Exercise Price that occurred after such Issuance because other
Additional Common Shares were Issued or deemed Issued shall also be recomputed.

6.  Recomputation Upon Expiration of Options or Convertible Securities.  The Exercise Price computed
upon the original Issue of any Options or Convertible Securities, and any subsequent adjustments based thereon,
shall be recomputed when any Options or rights of conversion under Convertible Securities expire without having
been exercised.  In the case of Convertible Securities or Options for common stock, the Exercise Price shall be
recomputed as if the only Additional Common Shares Issued were the shares of common stock actually Issued upon
the exercise of such securities, if any, and as if the only consideration received therefor was the consideration
actually received upon the Issue, exercise or conversion of the Options or Convertible Securities.  In the case
of Options for Convertible Securities, the Exercise Price shall be recomputed as if the only Convertible
Securities Issued were the Convertible Securities actually Issued upon the exercise thereof, if any, and as if
the only consideration received therefor was the consideration actually received by Company (determined pursuant
to Section 9), if any, upon the Issue of the Options for the Convertible Securities.

7.  Limit on Readjustments.  No readjustment of the Exercise Price pursuant to Sections 5 or 6 shall
increase the Exercise Price more than the amount of any decrease made in respect of the Issue of any Options or
Convertible Securities.

8.  30 Day Options.  In the case of any Options that expire by their terms not more than 30 days
after the date of Issue thereof, no adjustment of the Exercise Price shall be made until the expiration or
exercise of all such Options.

9.  Computation of Consideration.  The consideration received by Company for the Issue of any
Additional Common Shares shall be computed as follows:

  (a)  Cash  shall be valued at the amount of cash received by Company, excluding amounts paid or
payable for accrued interest or accrued dividends.

  (b)  Property.  Property other than cash shall be computed at the fair market value thereof
at the time of the Issue as determined in good faith by the Board of Directors of Company.

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(c)  Mixed Consideration.  The consideration for Additional Common Shares Issued together
with other property of Company for consideration that covers both shall be determined in good faith by the Board
of Directors of Company.

  (d)  Options and Convertible Securities.  The consideration per Additional Common Share for
Options and Convertible Securities shall be determined by dividing:

    (i)  the total amount, if any, received or receivable by Company for the Issue of the Options or
Convertible Securities, plus the minimum amount of additional consideration (as set forth in the instruments
relating thereto, without regard to any provision contained therein for a subsequent adjustment of such
consideration) payable to Company upon exercise of the Options or conversion of the Convertible Securities, by

    (ii)  the maximum amount of common stock (as set forth in the instruments relating thereto,
without regard to any provision contained therein for a subsequent adjustment of such number) ultimately Issuable
upon the exercise of such Options or the conversion of such Convertible Securities.

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