ex4-13.htm


    Exhibit
4.13

     

    THE
SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF
SUCH ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER
JURISDICTION.

    


    WARRANT
TO PURCHASE

    800,000
SHARES

    OF
THE COMMON STOCK OF

    TN-K
ENERGY GROUP INC.

     

    
      	
              Warrant
      No.:  2005-9   

            	
              Date
      of Original Issuance: September 9,
2004

            


    

    Date
of Re-Issuance: February 19, 2010

    


    This certifies that TEJAS INCORPORATED
or his, her or its permitted assigns (each individually, a "Holder")
for value received, shall be entitled to purchase from TN-K Energy Group Inc., a
Delaware corporation formerly known as Digital Lifestyles Group, Inc. (the
"Company"),
having its principal place of business at 649 Sparta Highway, Suite 102,
Crossville, TN  38555, a maximum of 800,000 fully paid and
nonassessable shares of the Company's common stock, par value $0.03 per share
("Common
Stock"), for a purchase price equal to $0.475 per share (the "Exercise
Price") at any time, or from time to time, up to and including 5:00 p.m.,
Central Standard time on September 9, 2012 (the "Expiration
Date"), upon (i) the surrender to the Company at its principal place of
business (or at such other location as the Company may advise the Holder in
writing) of this Warrant and a Form of Subscription in substantially the form
attached hereto duly completed and executed and, (ii) if applicable, payment in
cash or by check or other consideration permitted pursuant to Section 1(b) hereof
of the aggregate Exercise Price for the number of shares for which this Warrant
is being exercised, determined in accordance with the provisions hereof. The
Exercise Price and the number of shares of Common Stock purchasable hereunder
are subject to adjustment as provided in Section 3
hereof.

    


    This Warrant is one of a series of
Warrants issued for shares of Common Stock of the Company pursuant to that
certain Securities Purchase Agreement, dated September 9, 2004, by and among the
Company and various purchasers (collectively, the "Warrant
Series").  This Warrant represents the remainder of Warrant No.
2005-8 after a partial exercise of such warrant.

    


    This Warrant is subject to the
following terms and conditions:

    


    1.           Exercise; Issuance of
Certificates; Payment For Shares.

    


    (a)           General. This Warrant
is exercisable at the option of the Holder of record hereof, at any time or from
time to time up to the Expiration Date for all or any part of the shares of
Common Stock (but not for a fraction of a share) which may be purchased
hereunder. The Company agrees that the shares of Common Stock purchased under
this Warrant shall be and are deemed to be issued to the Holder hereof as the
record owner of such shares as of the close of business on the date on which (i)
this Warrant shall have been surrendered, properly endorsed, (ii) the completed,
executed Form of Subscription shall have been surrendered, and (iii) payment
shall have been made to the Company for such shares, in each case, at the
Company's address set forth above (or at such other location as the Company may
advise the Holder in writing). Certificates for the shares of Common Stock so
purchased, together with any other securities or property to which the Holder is
entitled upon such exercise, shall be delivered to the Holder by the Company at
the Company's expense within a reasonable time after the rights represented by
this Warrant have been so exercised, and in any event, within ten (10) days of
such exercise. In case of a purchase of less than all the shares that may be
purchased under this Warrant, the Company shall cancel this Warrant and execute
and deliver a new Warrant or Warrants of like tenor for the balance of the
shares purchasable under the Warrant surrendered upon such purchase, to the
Holder hereof within a reasonable time. Each stock certificate so delivered
shall be in such denominations of Common Stock as may be requested by the Holder
hereof and shall be registered in the name of the Holder.

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

       

    

    (b)           Net Issue Exercise.
Notwithstanding any provisions herein to the contrary, if the fair market value
of one share of the Company's Common Stock is greater than the Exercise Price
(at the date of calculation as set forth below), in lieu of exercising this
Warrant for cash, the Holder may elect to receive shares equal to the value (as
determined below) of this Warrant (or the portion thereof being canceled) by
surrender of this Warrant at the principal office of the Company together with
the properly endorsed Form of Subscription and notice of such election, in which
event the Company shall issue to the Holder a number of shares of Common Stock
computed using the following formula:

    


    X = Y (A-B)

    A

    


    Where:

    


    X
=           the number of
shares of Common Stock to be issued to the Holder;

    


    
      	
               
      

            	
              Y
      =

            	
              the
      number of shares of Common Stock purchasable under the Warrant or, if only
      a portion of the Warrant is being exercised, the portion of the Warrant
      being canceled (at the date of such
  calculation);

            


    

    


    
      	
               
      

            	
              A
      =

            	
              the
      fair market value of one share of the Company's Common Stock (at the date
      of such calculation); and

            


    

    


    B
=           Exercise
Price (as adjusted to the date of such calculation).

    


    For
purposes of the above calculation, "fair market
value" shall mean with respect to the Common Stock on any date in
question the average of the closing sales prices per share of the Common Stock
for the previous fifteen (15) consecutive trading days (i) on the principal
securities exchange or trading market where the Common Stock is listed or traded
or, if the foregoing does not apply, (ii) in the over-the-counter market on the
electronic bulletin board for the Common Stock or, if, and only if, no trading
price is reported for the Common Stock, then (iii) its fair market value shall
be as determined, in good faith by the board of directors of the
Company.

    


    (c)           Common Stock Legend.
Upon any exercise of the Warrants, certificates representing the shares of
Common Stock shall bear a restrictive legend substantially identical to that set
forth on the face of this Warrant.

    


    2.           Shares To Be Fully Paid;
Reservation of Shares.

    


    The Company covenants and agrees that
all shares of Common Stock that may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be duty authorized, validly
issued, fully paid and nonassessable and free of all taxes, liens and charges
with respect to the issue thereof. The Company further covenants and agrees
that, during the period within which the rights represented by this Warrant may
be exercised, the Company will at all times have authorized and reserved, for
the purpose of issue or transfer upon exercise of the subscription rights
evidenced by this Warrant, a sufficient number of shares of authorized but
unissued Common Stock, or other securities and property, when and as required to
provide for the exercise of the rights represented by this Warrant. The Company
will take all such action as may be necessary to assure that such shares of
Common Stock may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of any domestic securities
exchange upon which the Common Stock may be listed; provided, however, that the
Company shall not be required to effect a registration under Federal or State
securities laws with respect to such exercise.

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

       

    

    3.           Adjustment
of Exercise Price and Number of Shares.

    


    The Exercise Price and the number of
shares (or amount of other securities or property) purchasable upon the exercise
of this Warrant shall be subject to adjustment from time to time upon the
occurrence of certain events described in this Section 3. This
Section shall not require an adjustment to the Exercise Price in connection with
any dividends paid in cash or upon any sale of shares of Common Stock for a per
share price that is less than the Exercise Price.

    


    (a)           Subdivision or Combination
of Stock. If the Company shall effect a stock dividend or stock split or
subdivide its outstanding shares of Common Stock into a greater number of
shares, the Exercise Price in effect immediately prior to such stock dividend,
stock split or subdivision shall be proportionately reduced, and conversely, if
the Company shall effect a reverse stock split or combine its outstanding shares
of Common Stock into a smaller number of shares, the Exercise Price in effect
immediately prior to such reverse stock split or combination shall be
proportionately increased. Upon each adjustment of the Exercise Price, the
Holder of this Warrant shall thereafter be entitled to purchase, at the Exercise
Price resulting from such adjustment, the number of shares obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of shares purchasable pursuant hereto immediately prior to such
adjustment, and dividing the product thereof by the Exercise Price resulting
from such adjustment.

    


    (b)           Dividends in Common Stock,
Other Stock, Property, Reclassification. If the holders of Common Stock
(or any shares of stock or other securities at the time receivable upon the
exercise of this Warrant) shall have received or become entitled to receive,
without payment therefor,

    


    (i)           Common
Stock or any shares of stock or other securities that are directly or indirectly
convertible into or exchangeable for Common Stock, or any rights or options to
subscribe for, purchase or otherwise acquire any of the foregoing by way of
dividend or other distribution (other than shares of Common Stock issued as a
stock dividend, stock split or subdivision, adjustments in respect of which
shall be covered by the terms of Section 3(a)
above),

    


    (ii)           any
cash paid or payable otherwise than as a cash dividend (other than a liquidation
or dissolution, which shall be covered by the terms of Section 3(d) below),
or

    


    (iii)           additional
shares of Common Stock or additional stock or other securities or property
(including cash) by way of spin-off, split-up, reclassification,
recapitalization, reorganization, combination of shares or similar corporate
rearrangement (other than shares of Common Stock issued as a stock dividend,
stock split or subdivision, adjustments in respect of which shall be covered by
the terms of Section
3(a) above),

    


    then, and
in each such case, the Holder hereof shall, upon the exercise of this Warrant,
be entitled to receive, in addition to the number of shares of Common Stock
receivable upon such exercise, and without payment of any additional
consideration therefor, the amount of stock and other securities and property
(including cash in the cases referred to in clauses (ii) and (iii) above) which
such Holder would hold on the date of such exercise had such Holder been the
holder of record of such Common Stock as of the date on which holders of Common
Stock received or became entitled to receive such shares or all other additional
stock and other securities and property.

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

       

    

    (c)           Reorganization,
Reclassification, Consolidation, Merger or Sale. If any reclassification,
recapitalization or reorganization, or consolidation or merger of the Company
with another corporation, or the sale of all or substantially all of its assets
or other similar transaction, shall be effected in such a way that holders of
Common Stock shall be entitled to receive, with respect to or in exchange for
their shares of Common Stock, securities or other assets or property (an "Organic
Change") and the Company is the resulting or surviving corporation of
such Organic Change, then, as a condition of such Organic Change, provisions
shall be made by the Company whereby the Holder hereof shall thereafter have the
right to purchase and receive (in lieu of the shares of the Common Stock of the
Company purchasable and receivable upon the exercise of this Warrant immediately
prior to such Organic Change) such shares of stock, securities or other assets
or property as may be issued or payable in connection with such Organic Change
with respect to or in exchange for the number of outstanding shares of such
Common Stock purchasable and receivable upon the exercise of this Warrant
immediately prior to such Organic Change. In the event of any Organic Change,
appropriate provision shall be made by the Company with respect to the rights
and interests of the Holder of this Warrant to the end that the provisions
hereof (including, without limitation, provisions for adjustments of the
Exercise Price and of the number of shares (or amount of stock, other securities
or property) purchasable and receivable upon the exercise of this Warrant) shall
thereafter be applicable, in relation to any shares of stock, securities or
property thereafter deliverable upon the exercise hereof. In the event of any
Organic Change pursuant to which the Company is not the surviving or resulting
corporation, prior to the consummation thereof, the corporation resulting from
such Organic Change or the corporation purchasing such assets shall assume by
written instrument the obligation to deliver to the Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, the Holder
may be entitled to purchase; provided, however, this Warrant
may be canceled by the Company as of the effective date of such Organic Change
pursuant to which the Company is not the surviving or resulting corporation by
giving notice to the Holder of the Company’s intent to do so as least ten (1)
business days prior to the effective date of such Organic Change or record date
associated with such Organic Change, whichever is earlier.

    


    (d)           Liquidation or
Dissolution. In the event of a proposed dissolution or liquidation of the
Company, this Warrant will terminate immediately prior to the consummation of
such proposed action, so long as the Company has delivered the notice required
by Section
3(f)(iv) below.

    


    (e)           Certain Events. If
any change in the outstanding Common Stock of the Company or any other event
occurs as to which the other provisions of this Section 3 are not
strictly applicable or if strictly applicable would not fairly protect the
purchase rights of the Holder of the Warrant in accordance with such provisions,
then the Board of Directors of the Company shall make an adjustment in the
number and class of shares or other securities or property available under the
Warrant, the Exercise Price or the application of such provisions, so as to
protect such purchase rights as aforesaid. The adjustment shall be such as will
give the Holder of the Warrant upon exercise for the same aggregate Exercise
Price the total number, class and kind of shares or other securities or property
as the Holder have owned had the Warrant been exercised prior to the event and
had the Holder continued to hold such shares until after the event requiring
adjustment.

    


    (f)           Notices of
Change.

    


    (i)           Immediately
upon any adjustment in the number or class of shares subject to this Warrant and
of the Exercise Price, the Company shall give written notice thereof to the
Holder, setting forth in reasonable detail and certifying the calculation of
such adjustment,

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

       

    

    (ii)           The
Company shall give written notice to the Holder at least ten (10) business days
prior to the date on which the Company closes its books or takes a record for
determining rights to receive any dividends or distributions,

    


    (iii)           The
Company shall also give written notice to the Holder at least ten (10) business
days prior to the date on which an Organic Change shall take place,
and

    


    (iv)           The
Company shall give written notice to the Holder at least ten (10) business days
prior to the effective date of any proposed liquidation or dissolution of the
Company.

    


    (g)           Calculations. All
calculations under this Section 3 shall be
made to the nearest cent or the nearest 1/100th of a share, as applicable. The
number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company, and the disposition
of any such shares shall be considered an issue or sale of Common
Stock.

    


    (h)           Adjustments.
Notwithstanding any provision of this Section 3, no
adjustment of the Exercise Price shall be required if such adjustment is less
than $0.01; provided, however, that any adjustments that by reason of this Section 3(h) are not
required to be made shall be carried forward and taken into account for purposes
of any subsequent adjustment.

    


    4.           Registration
Rights.

    


    Shares of Common Stock issued upon
exercise of this Warrant shall be registrable and subject to the terms of that
certain Registration Rights Agreement dated as of date hereof by and among the
Company and various purchasers, by which the Company has agreed to file a
registration statement for the resale of the shares of Common
Stock.

    


    5.           Issue Tax.

    


    The issuance of certificates for shares
of Common Stock upon the exercise of the Warrant shall be made without charge to
the Holder of the Warrant for any issue tax (other than any applicable income
taxes) in respect thereof; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any certificate in a name
other than that of the then Holder of the Warrant being exercised.

    


    6.           No Voting or Dividend
Rights; Limitation of Liability.

    


    Nothing contained in this Warrant shall
be construed as conferring upon the Holder hereof the right to vote or to
consent or to receive notice as a stockholder of the Company or any other
matters or any rights whatsoever as a stockholder of the Company. No dividends
or interest shall be payable or accrue in respect of this Warrant or the
interest represented hereby or the shares purchasable hereunder until, and only
to the extent that, this Warrant shall have been exercised. No provisions
hereof, in the absence of affirmative action by the Holder to purchase shares of
Common Stock, and no mere enumeration herein of the rights or privileges of the
Holder hereof shall give rise to any liability of such Holder for the Exercise
Price or as a stockholder of the Company, whether such liability is asserted by
the Company or by its creditors.

    


    7.           Transfer; Division and
Combination.

    


    (a)           Transfer Restricted.
This Warrant, and any rights hereunder, may not be assigned or transferred,
except as provided in the legend hereon and in accordance with and subject to
provisions of (i) all applicable state securities laws, and (ii) the Securities
Act, and the rules and regulations promulgated thereunder. Any purported
transfer or assignment made other than in accordance with this Section 7 shall be
null and void and of no force and effect.

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

       

    

    (b)           Assignment. Any
assignment permitted hereunder shall be made by surrender of this Warrant to the
Company at its principal place of business as set forth above with a Form of
Assignment in substantially the form attached hereto duly completed and executed
and funds sufficient to pay any transfer tax, if any. In such event, the Company
shall, without charge, execute and deliver a new Warrant in the name of the
assignee named in such instrument of assignment in the amount so assigned and
this Warrant shall be promptly canceled; provided, however, that in the
event that Holder hereof shall assign or transfer less than the full amount of
this Warrant, a new Warrant evidencing the remaining portion of this Warrant not
so assigned or transferred shall be issued in the name of the
Holder.

    


    (c)           Division
and Combination. This Warrant may divided or combined with other Warrants upon
presentation and surrender hereof at the principal place of business of the
Company as set forth above, together with a written notice specifying the names
and denominations in which new Warrants are to be issued signed by the Holder.
Subject to compliance with Section 3(a), as to
any transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants of like tenor in exchange
for the Warrant or Warrants to be divided or combined in accordance with such
notice.

    


    (d)           Non-Interference; Par
Value. The Company shall not close its books against the transfer of this
Warrant or any share of Common Stock issued or issuable upon the exercise of
this Warrant in any manner which interferes with the timely exercise of this
Warrant. The Company shall from time to time take all such action as may be
necessary to ensure that the par value per share of the unissued Common Stock
acquirable upon the exercisable of this Warrant is at all time equal to or less
than the Exercise Price then in effect.

    


    8.           Representations and
Covenants of the Holder.

    


    This Warrant has been entered into by
the Company in reliance upon the following representations and covenants of the
Holder:

    


    (a)           Investment
Purpose.  The Holder is purchasing the Warrant for Holder’s own
account, or for one or more investor accounts for which the Holder is acting as
a fiduciary or agent, in each case for investment, and not with a view to, or
for offer or sale in connection with, any distribution thereof in violation of
the Securities Act and state securities laws.

    


    (b)           Disposition of Holder’s
Rights.  The Holder agrees on its own behalf and on behalf of
any investor account for which such Holder is the Warrant to offering, sell or
otherwise transfer such Warrant prior to the Resale Restriction Termination Date
only (i) to the Company, (ii) pursuant to a registration statement which has
been declared effective under the Securities Act, or (iii) pursuant to any
available exemption from the registration requirements of the Securities Act and
applicable state securities laws.  The foregoing restrictions on
resale will not apply subsequent to the Resale Restriction Termination
Date.  The Holder acknowledges that the Company reserves the right
prior to the offer, sale or other transfer made prior to the Resale Termination
Date pursuant to clause (iii) above to require the delivery of an opinion of
counsel, certifications and/or other information satisfactory to the
Company.

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    9.           Register.

    


    The Company will maintain a register
containing the names and addresses of the registered Holders of the Warrants.
The Holder may change his or its address as shown on the Warrant register at any
time by giving written notice to the Company requesting such
change.

    


    10.           Fractional
Shares.

    


    No fractional shares shall be issued
upon exercise of this Warrant. The Company shall, in lieu of issuing any
fractional share, pay the Holder entitled to such fraction a sum in cash equal
to such fraction multiplied by the then effective Exercise Price.

    


    11.           Miscellaneous.

    


    (a)           Amendments.  Any
term of this Warrant may be amended with the written consent of the Company and
the Holders of Warrants constituting the Warrant Series representing not less
than fifty percent (50%) of the shares of Common Stock issuable upon exercise of
any and all outstanding Warrants constituting the Warrant Series, even without
the consent of the Holder. Any amendment effected in accordance with this Section 11(a) shall
be binding upon each Holder of any of the Warrants constituting the Warrant
Series, each future Holder of all such Warrants, and the Company; provided, however, that no
special consideration or inducement may be given to any such Holder in
connection with such consent that is not given ratably to all such Holders, and
that such amendment must apply to all such Holders equally and ratably in
accordance with the number of shares of Common Stock issuable upon exercise of
their Warrants. The Company shall promptly give notice to all Holders of the
Warrants constituting the Warrant Series of any amendment effected in accordance
with this Section
11(a).

    


    (b)           Notices. Any notice,
request or other document required or permitted to be given or delivered to the
Holder hereof or the Company shall be delivered or shall be sent by certified
mail, postage prepaid, to each such Holder at its address as on the Warrant
Register or to the Company at the address indicated therefor in the first
paragraph of this Warrant or such other address as either may from time to time
provide to the other.

    


    (c)           Binding Effect on
Successors. This Warrant shall be binding upon any corporation succeeding
the Company by merger, consolidation or acquisition of all or substantially all
of the Company's assets. All of the covenants and agreements of the Company
shall inure to the benefit of the permitted successors and assigns of the Holder
hereof.

    


    (d)           Descriptive Headings and
Governing Law. The descriptive headings of the several sections and
paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant. This Warrant shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the laws
of the State of Delaware.

    


    (e)           Lost Warrants. The
Company represents and warrants to the Holder hereof that upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction,
or mutilation of this Warrant and, in the case of any such loss, theft or
destruction, upon receipt of an indemnity reasonably satisfactory to the
Company, or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Company, at its expense, will make and deliver a new
Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant.

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

       

    

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

    


     

     

     

     

     

     

    
 

    
      
         


      

      
        8

        
          

        

      

      
         


      

       

    

    IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date of issuance written above.

     

    
      	 	COMPANY:	 
	 	 	 
	 	TN-K ENERGY GROUP
INC.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Ken
      Page	 
	 	 	Ken
      Page, President	 
	 	 	 	 
	 	 	 	 


    

    
 

     

     

    
 

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    EXHIBIT
A

    


    FORM
OF SUBSCRIPTION

    


    Date: ___________, 20__

    


    TN-K
Energy Group Inc.

    649
Sparta Highway

    Suite
102

    Crossville,
Tennessee  38555

    


    Attn:
Chief Financial Officer

    


    Ladies
and Gentlemen:

    


    
      	
              o

            	
              The
      undersigned hereby elects to exercise the warrant issued to it by TN-K
      Energy Group Inc., formerly known as Digital Lifestyles Group, Inc. (the
      "Company”)
      and dated September 9, 2004 (the "Warrant")
      and to purchase thereunder ________ shares of the Common Stock of the
      Company (the "Shares")
      at a purchase price of $0.475 per Share for an aggregate purchase price of
      ______________Dollars ($_________ ) (the "Exercise
      Price"). Pursuant to the terms of the Warrant, the undersigned has
      delivered the Exercise Price herewith in full in cash or by certified
      check or wire transfer.

            


    

    


    
      	
              o

            	
              The
      undersigned hereby elects to convert ________________percent (___%) of the
      value of the Warrant pursuant to the Net Exercise provisions of Section 1(b) of
      the Warrant.

            


    

    


    In
connection with the exercise of the Warrant to purchase the number of shares
specified above, undersigned makes the following representations and
covenants:

    


    1.           The
undersigned is an "Accredited Investor," as such term is defined in Rule 501(a)
of Regulation D promulgated under the Securities Act of 1933, as amended (the
"Securities
Act").

    


    2.           The
undersigned is purchasing the Shares for the undersigned's own account, or for
one or more investor accounts for which the undersigned is acting as a fiduciary
or agent, in each case for investment, and not with a view to, or for offer or
sale in connection with, any distribution thereof in violation of the Securities
Act.

    


    3.           The
undersigned has had access to such financial and other information concerning
the Company and the Shares that the undersigned has deemed necessary in
connection with a decision to purchase the Shares, including an opportunity to
ask questions of and request information from the Company.

     

     


    
      
        	 	Very truly yours,	 
	 	 	 	 
	 	 	 	 
	 	
                By:
      

              	 	 
	 	Name: 	 	 
	 	Title :	 	 
	 	 	 	 


      



     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    EXHIBIT
B

    


    ASSIGNMENT
FORM

    


    (To
assign the foregoing Warrant, execute this form and supply required
information.

    Do not
use this form to exercise the Warrant)

    


    FOR VALUE RECEIVED, hereby sells,
assigns and transfers all of the rights of the undersigned under the attached
Warrant (No. 2005-9) with respect to the number of shares of Common Stock
covered thereby set forth below, unto:

    


    Name of
Assignee                                                      Address                                           No.
of Shares

    


    


     

    
      	 	
              By:
      

            	 	 
	 	Name: 	 	 
	 	Title :	 	 
	 	 	 	 


    

    Signature
Guaranteed:

     

    
      	
              By:
      

            	 	 


    

    


    The
signature should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.

    
 

     

    11