Exhibit 4.2


    Exhibit
      4.2

    


    PROMISSORY
      NOTE CANCELLATION AND REISSUANCE AGREEMENT 

    


    THIS
      PROMISSORY NOTE CANCELLATION AND REISSUANCE AGREEMENT (“Agreement”) is made and
      entered into as of March 28, 2006 (the “Effective Date”), by and between Execute
      Sports, Inc., a Nevada corporation (“Maker”), and Ron
      & Dori Arko,
      individuals residing at ________________, California (“Holder”).

     

    RECITALS

     

    A. On
      the
      terms and conditions set forth herein, (i) Maker and Holder (the “Parties”)
      agree to cancel that certain promissory note between Maker and Holder dated
      February 28, 2005 bearing interest at two percent (2%) monthly (a copy of which
      is attached as Exhibit A) (the “2005 Note”); and (ii) Maker will issue Holder a
      new interest bearing promissory note (the “New Note”) (a copy of which is
      attached as Exhibit B). 

    


    B. This
      Agreement,
      together with Exhibits A and B, each of which are attached hereto and
      incorporated herein by this reference, and any additional exhibits, schedules,
      or attachments as set forth herein, are referred to collectively herein as
      the
“PCRA”.  

     

    AGREEMENT
      


    


    1.  CANCELLATION
      OF ORIGINAL NOTE AND RELEASE. Subject to the terms and conditions set forth
      herein, Holder agrees to deliver to Maker at Closing (defined below) the 2005
      Note marked across its face "CANCELLED" and upon such delivery thereby shall
      forever release and discharge Maker of any and all of its obligations under
      the
      Note, including any obligation to pay principal and interest, except as set
      forth in this Agreement.

    


    2.  ISSUANCE
      OF NEW NOTE. Subject to the terms and conditions set forth herein, Maker agrees
      to deliver to Holder at Closing (defined below) the New Note and upon such
      delivery thereby shall be obligated to pay the principal of the New Note on
      the
      terms of the New Note. 

    


    3.  CLOSING;
      CLOSING DATE. The closing of the transactions contemplated hereby shall be
      effective as of the delivery date of the closing deliveries described below
      (“Closing”) at the offices of Execute Sports, Inc. at 10:00 a.m. on March 15,
      2006, or at such time and place as the Parties mutually agree (“Closing Date”).


    


    
      	a.  	
              Holder
                shall deliver to Maker the 2005 Note marked across the face “Cancelled”
                (incorporated by reference herein as Exhibit A); and
                

            


    

    b.  Maker
      shall deliver to Holder the New Note (attached hereto as Exhibit B); and


    


    4.  WAIVERS.
      No action taken pursuant to this Agreement, including any investigation by
      or on
      behalf of any party will be deemed to constitute a waiver by the party taking
      such action, or compliance with any representation, warranty, covenant or
      agreement contained herein. The waiver by any party hereto of a breach of any
      provision of this Agreement shall not operate or be construed as a waiver of
      any
      subsequent breach. The waiver by any party hereto at or before the Closing
      Date
      of any condition to its obligations hereunder which is not fulfilled shall
      preclude such party from seeking redress from the other party hereto for breach
      of any representations, warranty, covenant or agreement contained in this
      Agreement.

    


    5.  RELEASES.
      

    


    a.  The
      Holder jointly and severally hereby forever release, discharge, acquit and
      forgive from any and all claims, actions, suits, demands, agreements, and each
      of them, if more than one, liabilities, judgments, and proceedings both at
      law
      and in equity arising from the beginning of time to the date of these presents
      and as more particularly related to or arriving from the issuance and subsequent
      cancellation of the 2005 Note and the non-payment of Unpaid Interest in cash.
      In
      regard to the 2005 Note, the Parties, and each of them, agree to and do hereby
      waive and relinquish all rights and benefits afforded under the provisions
      of
      Section1542 of the Civil Code of the State of California, which provides as
      follows:

    


    "A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him must have materially affected his settlement with the
      debtor."

    


    b.  If
      the
      Holder has instituted any legal proceedings against the Maker settled by this
      release, the Holder covenants to have them dismissed at the Holder's cost with
      express prejudice to bringing further proceedings against the Maker arising
      out
      of the same matter.

    


    c.  The
      Holder also covenants not to make any claim or institute any proceedings against
      any person who might claim over against or claim contribution or indemnity
      from
      the Maker in connection with any matter for which this release is
      given.

    


    d.  The
      Holder also acknowledges that the Maker does not admit liability to the Holder
      in connection with any matter for which this release is given.

    


    e.  This
      release shall be binding upon and inure to the benefit of the parties, their
      successors, assigns and personal representatives.

    


    f.  This
      release applies only to the foregoing, and no other debt, obligation, agreement
      or liability by and between the parties, which, if existing, shall survive
      this
      release.

    


    6.  BINDING
      EFFECT: BENEFITS. This Agreement shall inure to the benefit of the Parties
      hereto and shall be binding upon the parties hereto and their respective
      successors and assigns, heirs and legal representatives. Except as otherwise
      set
      forth herein, nothing in this Agreement, express or implied, is intended to
      confer on any person other than the parties hereto or their respective
      successors and assigns any rights, remedies, obligations, or liabilities under
      of by reason of this Agreement.

    


    7.  GOVERNING
      LAW; JURISDICTION; VENUE; REMEDIES; INDEPENDENT LEGAL COUNSEL. This Agreement
      shall be interpreted and construed as to both validity and performance and
      enforced in accordance with and governed by the laws of the State of California,
      without giving effect to the choice of law principles thereof. The Parties
      agree
      that any action hereunder will be held exclusively in the courts in the State
      of
      California. The Parties acknowledge that remedies at law, including monetary
      damages, may be inadequate to remedy a breach of certain material terms herein,
      including Holder's delivery of the Note, and the Parties agree that equitable
      remedies may be necessary to enforce such terms and covenants, including
      specific performance. Holder and Maker acknowledge that the terms of this
      Agreement have been negotiated by the Parties hereto and each of them has had
      a
      full opportunity to receive independent business, tax and legal counsel with
      respect to this Agreement and the transactions contemplated herein.

    


    8.  COUNTERPARTS.
      This Agreement may be executed in counterpart 2005s, each of which shall
      constitute an executed 2005 and together shall constitute a fully-executed
      document.

    


    11.
       NOTICES.
      All notices, requests, demands, and other communications under this Agreement
      shall be in writing and shall be deemed to have been duly given on the date
      of
      service if served personally on the party to whom notice is to be given, or
      within 72 hours after mailing, if mailed to the party to whom notice is to
      be
      given, by first-class mail, registered or certified, postage prepaid, and
      properly addressed to the party at the address set forth below, or any other
      address that a party may designate by written notice to the others.

    


    Maker:      Holder:

    


    Execute
      Sports, Inc.    ________________

    1284
      Puerta Del Sol, Suite
      150                       
________________

    San
      Clemente, CA
      92673                                 ________________

    Phone:
      949-498-5990                                       
Phone:
      

    Fax:
      949-498-6122                                             Fax:
      

    Attn:
      Todd M.
      Pitcher                                    Attn:
      

    


    


    Exhibits:

    


    Exhibit
      A:  2005
      Promissory Note

    Exhibit
      B:  New
      Promissory Note 

    


    


     

    IN
      WITNESS WHEREOF, the parties have executed and delivered the PCRA for all
      purposes as of the Effective Date.

    


    
      	
              Maker:

            	 	
              Holder:
                

            
	
              By:

            	 	 	
              By:

            	 
	 	
              Signature

            	 	 	
              Signature

            
	
              Name:

            	 	 	
              Name:

            	 
	 	
              Print
                or Type Name

            	 	 	
              Print
                or Type Name

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    PAYMENT
      IN KIND PROMISSORY NOTE

    


    


    $38,284.08
           
      March
      28, 2006

    San
      Clemente, California

    


    


    FOR
      VALUE
      RECEIVED, the undersigned, Execute Sports, Inc., a Nevada corporation ("Maker"),
      hereby promise to pay, to Ron & Dori Arko, or order ("Payee"), the principal
      sum of
      Thirty
      Eight Thousand, Two Hundred and Eighty Four and 08/100 Dollars ($38,284.08),
      with interest on the unpaid principal at the rate of four percent (4%) per
      annum
      until March 28, 2007 (“due date”). Principal and interest shall be payable as
      follows: Interest only shall be paid annually; at Payee’s option, either in
      Maker’s common stock or cash until the due date, at which time the remaining
      outstanding balance of the principal, any accrued but unpaid interest and all
      other sums hereunder shall be payable in full.

    


    If
      Payee
      elects for Maker to make an interest payment in its common stock, Maker shall
      calculate the amount of interest due on the anniversary of the date of this
      Note
      and convert such amount into the Maker’s common stock at a conversion price of
      price of $0.50 per share for every one dollar ($1.00) of Interest owed to the
      Holder. If not so paid and at the option of Holder, or its assigns, all
      principal and interest shall become immediately due and payable.

    


    Interest
      shall be computed on the basis of a 365-day year and actual days lapsed. Maker
      shall have the privilege of prepaying the principal under this Note in whole
      or
      in part, without penalty or premium at any time. All payments hereunder shall
      be
      applied first to interest, then to principal.

    


    Maker
      shall pay upon demand any and all expenses, including reasonable attorney fees,
      incurred or paid by Holder of this Note without suit or action in attempting
      to
      collect funds due under this Note. In the event an action is instituted to
      enforce or interpret any of the terms of this Note, including but not limited
      to
      any action or participation by Maker in, or in connection with, a case or
      proceeding under the Bankruptcy Code or any successor statute, the prevailing
      party shall be entitled to recover all expenses reasonably incurred at, before
      and after trial and on appeal or review, whether or not taxable as costs,
      including, without limitation, attorney fees, witness fees (expert and
      otherwise), deposition costs, copying charges and other expenses.

    


    This
      Note
      is executed in connection with the transaction set out in that certain
      Promissory Note Cancellation and Re-issuance Agreement of even date, by and
      among the Maker and Holder and is subject to the terms thereof. 

    


    All
      parties to this Note hereby waive presentment, dishonor, notice of dishonor,
      and
      protest. All parties hereto consent to, and Holder is hereby expressly
      authorized to make, without notice, any and all renewals, extensions,
      modifications, or waivers of the time for or the terms of payment of any sum
      or
      sums due hereunder, or under any documents or instruments relating to or
      securing this Note, or of the performance of any covenants, conditions or
      agreements hereof or thereof or the taking or release of collateral securing
      this Note. Any such action taken by Holder shall not discharge the liability
      of
      any party to this Note.

    


    This
      Note
      has been executed and delivered in the State of California and shall be governed
      and construed in accordance with the laws of the State of
      California.


     

    Execute
      Sports, Inc.

    A
      Nevada
      corporation

    


    


    ____________________________________________

    By:

    Its:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A

    The
      2005 Note


    


    FORM
      OF WARRANT

    


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED
      FOR
      SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
      OR
      AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH
      REGISTRATION IS NOT REQUIRED.

    


     

    COMMON
      STOCK PURCHASE WARRANT

    


    1. Issuance.
      In
      consideration of good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged by EXECUTE
      SPORTS, INC.,
      a
      Nevada corporation (the “Company”), Ron
      and Dori Arko., registered
      assigns (the “Holders”) is hereby granted the right to purchase at any time, on
      or after the Issue Date (as defined below) until 5:00 P.M., San Diego time,
      on
      the Expiration Date (as defined below), Twenty Eight Thousand Five Hundred
      and
      Seventy One (28,571) fully paid and nonassessable shares of the Company’s Common
      Stock, par value $.001 per share (the “Common Stock”), at an exercise price per
      share (the “Exercise Price”) of $0.35. This Warrant is being issued as an
      inducement for the Holders to extend the terms of their loan to the Company
      (the
“Promissory Note Cancellation and Reissuance Agreeement”), dated as of March 28,
      2006 (the “Agreement”), to which the Company and Holder (or Holder’s predecessor
      in interest) are parties. Capitalized terms not otherwise defined herein shall
      have the meanings ascribed to them in the Agreement. This Warrant was originally
      issued to the Holder or the Holder’s predecessor on March 28, 2006 (the “Issue
      Date”). 

     

    2. Exercise
      of Warrants.

    


    2.1 General.

    


    (a)
      This
      Warrant is exercisable in whole or in part at any time and from time to time
      commencing on the Issue Date. Such exercise shall be effectuated by submitting
      to the Company (either by delivery to the Company or by facsimile transmission
      as provided in Section 8 hereof) a completed and duly executed Notice of
      Exercise (substantially in the form attached to this Warrant Certificate) as
      provided in the Notice of Exercise (or revised by notice given by the Company
      as
      contemplated by the Section headed "NOTICES" in the Agreement). The date such
      Notice of Exercise is faxed to the Company shall be the “Exercise Date,”
provided that, if such exercise represents the full exercise of the outstanding
      balance of the Warrant, the Holder of this Warrant tenders this Warrant
      Certificate to the Company within five (5) Trading Days thereafter. The Notice
      of Exercise shall be executed by the Holder of this Warrant and shall indicate
      (i) the number of shares then being purchased pursuant to such exercise and
      (ii)
      if applicable (as provided below), whether the exercise is a cashless
      exercise. 

    


    (b)
      The
      Exercise Price per share of Common Stock for the shares then being exercised
      shall be payable, at the election of the Holder, in cash or by certified or
      official bank check or by wire transfer in accordance with instructions provided
      by the Company at the request of the Holder.

    


    (c)
      Upon
      the appropriate payment of the Exercise Price for the shares of Common Stock
      purchased, together with the surrender of this Warrant Certificate, the Holder
      shall be entitled to receive a certificate or certificates for the shares of
      Common Stock so purchased. The Company shall deliver such certificates
      representing the Warrant Shares in accordance with the instructions of the
      Holder as provided in the Notice of Exercise (the certificates delivered in
      such
      manner, the “Warrant Share Certificates”) within three (3) Trading Days (such
      third Trading Day, a “Warrant Share Delivery Date”) of the date the payment of
      the Exercise Price for the relevant Warrant Shares is received by the
      Company.

    (d)
      The
      Holder shall be deemed to be the holder of the shares issuable to it in
      accordance with the provisions of this Section 2.1 on the Exercise Date.


    


    (e)
      The
      Holder may elect to exercise a portion of this Warrant without electing to
      redeem the balance of this Warrant. 

    


    2.2 Certain
      Definitions.
      As used
      herein, each of the following terms has the meaning set forth below, unless
      the
      context otherwise requires:

    


    (a)
      “Expiration Date” means the date on which the last calendar day of the
      eighteenth month after the Issue Date of the Warrants, or March 28, 2006.


    


    3. Reservation
      of Shares.
      The
      Company hereby agrees that at all times during the term of this Warrant there
      shall be reserved for issuance upon exercise of this Warrant, the Reservation
      Percentage of the number of shares of its Common Stock as shall be required
      for
      issuance of the Warrant Shares for the then unexercised portion of this Warrant.
      For the purposes of such calculations, the Company should assume that the
      outstanding portion of this Warrants were exercisable in full at any time,
      without regard to any restrictions which might limit the Holder’s right to
      exercise any portion of this Warrant held by the Holder.

    


    4. Mutilation
      or Loss of Warrant.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Warrant, and (in the case of loss, theft
      or
      destruction) receipt of reasonably satisfactory indemnification, and (in the
      case of mutilation) upon surrender and cancellation of this Warrant, the Company
      will execute and deliver a new Warrant of like tenor and date and any such
      lost,
      stolen, destroyed or mutilated Warrant shall thereupon become void.

    


    5. Rights
      of the Holder.
      Except
      as set forth in this Section 5, the Holder shall not, by virtue hereof, be
      entitled to any rights of a stockholder in the Company, either at law or equity,
      and the rights of the Holder are limited to those expressed in this Warrant
      and
      are not enforceable against the Company except to the extent set forth herein.
      Notwithstanding the provisions of this Warrant, the Agreement or of the other
      Transaction Agreements, if the Company shall declare a dividend upon the Common
      Stock (whether payable out of earnings or earned surplus or otherwise), then
      the
      Company shall pay to the Holder an amount equal to the dividend payment which
      would have been paid to the Holder had all of the Holder’s unexercised Warrants
      outstanding on the record date for determining the amount of dividend payments
      to be paid to security holders of the Company been exercised as of the close
      of
      business on the Trading Day immediately before such record date.

    


    6. Protection
      Against Dilution and Other Adjustments.
      

     

    6.1 Adjustment
      Mechanism.
      If an
      adjustment of the Exercise Price is required pursuant to this Section 6 (other
      than pursuant to Section 6.4), the Holder shall be entitled to purchase such
      number of shares of Common Stock as will cause (i) (x) the total number of
      shares of Common Stock Holder is entitled to purchase pursuant to this Warrant
      following such adjustment, multiplied by (y) the adjusted Exercise Price per
      share, to equal the result of (ii) (x) the dollar amount of the total number
      of
      shares of Common Stock Holder is entitled to purchase before adjustment,
      multiplied by (y) the total Exercise Price before adjustment.

    


    6.2 Capital
      Adjustments.
      In case
      of any stock split or reverse stock split, stock dividend, reclassification
      of
      the Common Stock, recapitalization, merger or consolidation (where the Company
      is not the surviving entity), the provisions of this Section 6 shall be applied
      as if such capital adjustment event had occurred immediately prior to the date
      of this Warrant and the original Exercise Price had been fairly allocated to
      the
      stock resulting from such capital adjustment; and in other respects the
      provisions of this Section shall be applied in a fair, equitable and reasonable
      manner so as to give effect, as nearly as may be, to the purposes hereof. A
      rights offering to stockholders shall be deemed a stock dividend to the extent
      of the bargain purchase element of the rights. The Company will not effect
      any
      consolidation or merger, unless prior to the consummation thereof, the successor
      or acquiring entity (if other than the Company) and, if an entity different
      from
      the successor or acquiring entity, the entity whose capital stock or assets
      the
      holders of the Common Stock of the Company are entitled to receive as a result
      of such consolidation or merger assumes by written instrument the obligations
      under this Warrant (including under this Section 6) and the obligations to
      deliver to the holder of this Warrant such shares of stock, securities or assets
      as, in accordance with the foregoing provisions, the holder may be entitled
      to
      acquire.

     

    6.3 Adjustment
      for Spin Off.
      If, for
      any reason, prior to the exercise of this Warrant in full, the Company spins
      off
      or otherwise divests itself of a part of its business or operations or disposes
      all or of a part of its assets in a transaction (the “Spin Off”) in which the
      Company does not receive compensation for such business, operations or assets,
      but causes securities of another entity (the “Spin Off Securities”) to be issued
      to security holders of the Company, then the Company shall cause (i) to be
      reserved Spin Off Securities equal to the number thereof which would have been
      issued to the Holder had all of the Holder’s unexercised Warrants outstanding on
      the record date (the “Record Date”) for determining the amount and number of
      Spin Off Securities to be issued to security holders of the Company (the
“Outstanding Warrants”) been exercised as of the close of business on the
      Trading Day immediately before the Record Date (the “Reserved Spin Off Shares”),
      and (ii) to be issued to the Holder on the exercise of all or any of the
      Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to
      (x)
      the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the
      numerator is the amount of the Outstanding Warrants then being exercised, and
      (II) the denominator is the amount of the Outstanding Warrants.

    


    


    7. Transfer
      to Comply with the Securities Act; Registration Rights.
      This
      Warrant has not been registered under the Securities Act of 1933, as amended,
      (the “Act”) and has been issued to the Holder for investment and not with a view
      to the distribution of either the Warrant or the Warrant Shares. Neither this
      Warrant nor any of the Warrant Shares or any other security issued or issuable
      upon exercise of this Warrant may be sold, transferred, pledged or hypothecated
      in the absence of an effective registration statement under the Act relating
      to
      such security or an opinion of counsel satisfactory to the Company that
      registration is not required under the Act. Each certificate for the Warrant,
      the Warrant Shares and any other security issued or issuable upon exercise
      of
      this Warrant shall contain a legend on the face thereof, in form and substance
      satisfactory to counsel for the Company, setting forth the restrictions on
      transfer contained in this Section.

    


    


    8.  Notices.
      Any
      notice required or permitted hereunder shall be given in manner provided herein:
      

    


    If
      to
      Company at: 1284 Puerta del Sol 

    Suite
      150

    San
      Clemente, CA 92673

    Ph:
      949-498-5990

    


    If
      to
      Holder at:      __________________

    __________________

    __________________

    __________________

    


    


    9. Supplements
      and Amendments; Whole Agreement.
      This
      Warrant may be amended or supplemented only by an instrument in writing signed
      by the parties hereto. This Warrant contains the full understanding of the
      parties hereto with respect to the subject matter hereof and thereof and there
      are no representations, warranties, agreements or understandings other than
      expressly contained herein and therein.

    


    10. Governing
      Law.
      This
      Warrant shall be deemed to be a contract made under the laws of the State of
      California for contracts to be wholly performed in such state and without giving
      effect to the principles thereof regarding the conflict of laws. Each of the
      parties consents to the jurisdiction of the federal courts whose districts
      encompass any part of the County of San Diego or the state courts of the State
      of California sitting in the County of San Diego in connection with any dispute
      arising under this Warrant and hereby waives, to the maximum extent permitted
      by
      law, any objection, including any objection based on
      forum non conveniens,
      to the
      bringing of any such proceeding in such jurisdictions. To the extent determined
      by such court, the Company shall reimburse the Holder for any reasonable legal
      fees and disbursements incurred by the Buyer in enforcement of or protection
      of
      any of its rights under any of the Transaction Agreements.

    


    11. JURY
      TRIAL WAIVER.
      The
      Company and the Holder hereby waive a trial by jury in any action, proceeding
      or
      counterclaim brought by either of the Parties hereto against the other in
      respect of any matter arising out or in connection with this
      Warrant.

    


    12. Counterparts.
      This
      Warrant may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    13. Descriptive
      Headings.
      Descriptive headings of the several Sections of this Warrant are inserted for
      convenience only and shall not control or affect the meaning or construction
      of
      any of the provisions hereof.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Warrant as of the
 
      day of
    
      ,
      2006.

    


    


    EXECUTE
      SPORTS, INC.

    


    By:
      ________________________________

    


    ___________________________________

    (Print
      Name)

    


    ___________________________________

    (Title)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    NOTICE
      OF
      EXERCISE OF WARRANT

     

    


    TO:  EXECUTE
      SPORTS, INC.  

            VIA
      FAX: (949) 498-6122  

    1284
      Puerta del Sol 

    Suite
      150

    San
      Clemente, CA 92673

    


    AND
      TO:
 TODD
      M.PITCHER

                            VIA
      FAX (858) 279-1799

    3435
      Aldford Drive

    San
      Diego, CA 92111

    Attn:
      President & Secretary 

    


    


    The
      undersigned hereby irrevocably elects to exercise the right, represented by
      the
      Common Stock Purchase Warrant, dated as of _____________________, 2006 , to
      purchase ___________ shares of the Common Stock, par value $0.001 per share
      (“Common Stock”), of EXECUTE
      SPORTS, INC.
      and
      tenders herewith payment in accordance with Section 2 of said Common Stock
      Purchase Warrant, as follows:

    


    


    (
      ) CASH: $
       
      =
      (Exercise Price x Exercise Shares) 

    


    Payment
      is being made by:

    (
      )
      enclosed check

    (
      )
wire
      transfer

    (
      )
other

    


    It
      is the
      intention of the Holder to comply with the provisions of Section 2.2 of the
      Warrant regarding certain limits on the Holder's right to exercise thereunder.
      Based on the analysis on the attached Worksheet Schedule, the Holder believes
      this exercise complies with the provisions of said Section 2.2. Nonetheless,
      to
      the extent that, pursuant to the exercise effected hereby, the Holder would
      have
      more shares than permitted under said Section, this notice should be amended
      and
      revised, ab initio, to refer to the exercise which would result in the issuance
      of shares consistent with such provision. Any exercise above such amount is
      hereby deemed void and revoked.

    


    As
      contemplated by the Warrant, this Notice of Conversion is being sent by
      facsimile to the telecopier number and officer indicated above. 

    


    If
      this
      Notice of Exercise represents the full exercise of the outstanding balance
      of
      the Warrant, the Holder either (1) has previously surrendered the Warrant to
      the
      Company or (2) will surrender (or cause to be surrendered) the Warrant to the
      Company at the address indicated above by express courier within five (5)
      Trading Days after delivery or facsimile transmission of this Notice of
      Exercise.

    


    The
      certificates representing the Warrant Shares should be transmitted by the
      Company to the Holder

    


    
      	 	
              ⁫

            	
              via
                express courier, or 

            


    

    


    
      	 	
              ⁫

            	
              by
                electronic transfer 

            


    

    


    after
      receipt of this Notice of Exercise (by facsimile transmission or otherwise)
      to:

    


    _____________________________________

    _____________________________________

    _____________________________________

     

    Dated:
      ______________________

    


    


    ____________________________

    [Name
      of
      Holder]

    


    By:
      _________________________