exhibit4_5.htm


    NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE OR CANADIAN PROVINCE, OR UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE SECURITIES ARE
RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

    


    Flint
Telecom Group, Inc.

    


    Incorporated
Under the Laws of the State of Nevada

    


    No.
A-1                                                                                                                                                                                           3,750,000 Common
Stock

                                                                          Purchase Warrants

    


    CERTIFICATE
FOR COMMON STOCK

    PURCHASE
WARRANTS

    


    1.           Warrants.  Flint
Telecom Group, Inc. (the “Company”) hereby certifies that Redquartz Atlanta, LLC, or
registered permitted assigns (the "Holder"), is entitled to purchase from the
Company, on the terms and subject to the provisions of this Warrant, at any time
during the period (the “Exercise Period”) commencing on the date of this Warrant
and ending at 5:00 P.M. Eastern Time on January 29, 2011 (the "Expira­tion
Date"), 3,750,000 shares of common stock of the Company, par value $.01 per
share (“Common Stock”), at a purchase price of forty cents ($0.40) per share
(the "Exercise Price").

    


    2.           Transfer of Warrants.
The Warrants represented by this Warrant Certificate shall not be transferable
except upon written consent of the Company to such transfer or the death of the
Holder and then, in such case of death, only to the estate of the Holder or
pursuant to the Holder's will or the applicable laws of descent and
distribution.

    


    3.           Exercise of Warrant.
(a) This Warrant may be exercised in whole or in part at any time on or before
the Expiration Date upon surrender of this Warrant Certificate together with the
Form of Election to Purchase (the “Purchase Form”) duly completed and executed,
together with (except as provided in Section 3(b) hereof) payment of the
Exercise Price, at the offices of the Company, 3390 Peachtree Rd. NE, Suite
1000, Atlanta, GA 30326.  If this Warrant is exercised in part, then
the Holder shall be entitled to receive a new Warrant covering the remaining
number of shares of Common Stock not exercised.  Upon receipt by the
Company of this Warrant at its office, or by the stock transfer agent of the
Company at its office, in proper form for exercise, or upon delivery of the Form
of Election to Convert attached hereto (the “Conversion Notice”) without
delivery of this Warrant, the Holder shall be deemed to be the holder of record
of the shares of Common Stock issuable upon such exercise or conversion, as the
case may be, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such shares of Common Stock
shall not then be actually delivered to the Holder.

    


    (b) In
lieu of exercising this Warrant by payment of the Exercise Price pursuant to
Section 3(a) of this Warrant, and subject to the limitations provisions of
Section 3(c) of this Warrant, if the Current Market Price of the Common Stock
(determined in accordance with the provisions of the Conversion Notice) is
greater than the Exercise Price, then the Holder shall have the right, on notice
to the Company by delivery of the Conversion Notice, to convert this Warrant, in
whole or in part to the extent that this Warrant has not been exercised pursuant
to said Section 3(a) of this Warrant or converted pursuant to this Section 3(b),
for the


    
      
        
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    number of
shares of Common Stock determined in accordance with the “Calculation of Warrant
Conversion” section of the Conversion Notice. The parties understand and agree
that, for purposes of Rule 144 of the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the “Securities Act”), if the holder
converts this Warrant pursuant to this Section 3(b), its holding period will
commence on the date hereof.  Conversion of the Warrant shall be
elected by the Holder delivering to the Company the Conversion Notice, duly
completed and executed, to the offices of the Company, 3390 Peachtree Rd. NE,
Suite 1000, Atlanta, GA 30326.

    


    (c)           If
the Common Stock to be issued upon the exercise of this Warrant are not covered
by an effective registration statement under the Securities Act, then unless the
Holder otherwise does not need to rely upon the provisions of Rule 144 of the
Securities Act in connection with a sale or transfer of the Common Stock to the
issued upon the exercise of this Warrant, the exercise of this Warrant shall be
effected as a “cashless exercise” pursuant to the provisions of Section 3(b)
above.

    


    4.           Expiration of
Warrants.  No Warrant may be exercised after 5:00 p.m. Eastern
Time on the Expiration Date and any Warrant not exercised by such time shall
become void, unless the Expiration Date of this Warrant is extended by the
Company.

    


    5.           Delivery of
Shares.  (a)                                                      
No fractional shares or script representing fractional shares shall be issued
upon the exercise of this Warrant. With respect to any fraction of a share
called for upon any exercise or conversion of this Warrant, the Company shall
round the number of shares of Common Stock to be issued to the next higher
integral number of shares.

    


    (b) Except
as otherwise set forth herein, upon delivery of a completed Purchase Form
accompanied, if the exercise is not a cashless exercise, by payment of the
Exercise Price, not later than three (3) business days after the Exercise Date
(such third day being the “Delivery Date”), the Company shall deliver to the
Holder a certificate or certificates which, after the effective date of a
registration statement covering the shares of Common Stock issuable upon
exercise of this Warrant (the “Effective Date”), shall be free of restrictive
legends and trading restrictions (other than those required by the Securities
Act) representing the number of shares of Common Stock being acquired upon such
exercise. After the Effective Date and if then available, the Company shall,
upon request of the Holder, deliver any certificate or certificates required to
be delivered by the Company under this Section 5(b) electronically through the
Depository Trust Company or another established clearing company performing
similar functions if the Company’s transfer agent has the ability to deliver
shares of Common Stock in such manner. If in the case of any exercise of this
Warrant such certificate or certificates are not delivered to or as directed by
the applicable Holder by the second day after the Delivery Date, the Holder
shall be entitled to elect by written notice to the Company at any time on or
before its receipt of such certificate or certificates thereafter, to rescind
such conversion, in which event the conversion shall be deemed void ab
initio.

    


    (c) The
Company’s obligations to issue and deliver the Common Stock upon exercise of
this Warrant in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other Person, and
irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of such
shares. In the absence of an injunction precluding the same, the Company shall
issue the Common Stock upon a properly executed Purchase Form. If the Company
fails to


    
      
        
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    deliver
to the Holder such certificate or certificates pursuant to this Section 5(c)
within three (3) trading days of the Delivery Date applicable to such exercise,
the Company shall pay to the Holder, in cash, as liquidated damages and not as a
penalty, for each $5,000 of Value of the Warrant being exercised, $50 per
trading day (increasing to $100 per trading day three (3) trading days after
such damages begin to accrue and increasing to $200 per trading day six (6)
trading days after such damages begin to accrue) for each trading day after the
Delivery Date until such certificates are delivered. Nothing herein shall limit
a Holder’s right to pursue actual damages for the Company’s failure to deliver
certificates representing shares of Common Stock upon exercise within the period
specified herein and such Holder shall have the right to pursue all remedies
available to it hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief.

    


    (d) If
the Company fails to deliver to the Holder such certificate or certificates
pursuant to this Section52(c) by the Delivery Date, and if after such Delivery
Date the Holder purchases (in an open market transaction or otherwise) Common
Stock to deliver in satisfaction of a sale by such Holder of the Common Stock
which the Holder was entitled to receive upon the exercise relating to such
Delivery Date (a “Buy-In”), then the Company shall pay in cash to the Holder the
amount by which (a) the Holder’s total purchase price (including brokerage
commissions, if any) for the Common Stock so purchased exceeds (b) the product
of (x) the aggregate number of shares of Common Stock that such Holder was
entitled to receive from the exercise at issue multiplied by (y) the price at
which the sell order giving rise to such purchase obligation was executed. For
example, if the Holder purchases Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted exercise of this Warrant
with respect to which the aggregate sale price giving rise to such purchase
obligation is $10,000, under the immediately preceding sentence the Company
shall be required to pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the
Buy-In, together with applicable confirmations and other evidence reasonably
requested by the Borrowers. Nothing in this Section 2(d) shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in
equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon exercise of this Warrant
pursuant to its terms.

    


    6.           Adjustment of Exercise
Price.   (a)                                                                           If
the Company shall, subsequent to the date of the initial issuance of this
Warrant, (i) pay a dividend or make a distribution on its shares of Common Stock
in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common
Stock into a greater number of shares or otherwise effect a stock split or
distribution, or (iii) combine or reclassify its outstanding Common Stock into a
smaller number of shares or otherwise effect a reverse split, then, in each such
event, the Exercise Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Exercise Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Exercise Price then in effect. The
Exercise Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this
Section 6. The number of shares of Common Stock that the Holder of this
Warrant shall thereafter, on the exercise hereof as provided in Section 3,
be entitled to receive shall be adjusted to a number determined by multiplying
the number of shares of Common Stock that would otherwise (but for the
provisions of this Section 6(a)) be issuable on such exercise by a fraction
of which (i) the numerator is the Exercise Price that would otherwise (but
for the provisions of this Section 6(a)) be in effect, and (ii) the
denominator is the Exercise Price in effect on the date of such exercise (prior
to any adjustment to the number of shares issuable, as may be made pursuant to
the provisions of Section 6(d) below).


    
      
        
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    (b) If,
while this Warrant is outstanding, the Company sells or otherwise issues any
Convertible Securities, shares of Common Stock, or shares of any class of
capital stock at a price per share of Common Stock, or with a conversion right
or exercise price to acquire Common Stock at a price per share of Common Stock
(other than (x) an Exempt Issuance (hereinafter defined), or (y) an issuance
covered by Section 6(a) of this Warrant), that is less than the Exercise Price
in effect at the time of such sale (such lower price being referred to as the
“Lower
Price”), the Exercise Price shall be reduced to an amount equal to the
Lower Price. Such adjustment shall be made successively whenever any such sale
or other issuance at a Lower Price is made. The term “Convertible
Security” shall mean any debt or equity security or instrument upon the
conversion or exercise of which shares of Common Stock may be
issued.  For purposes hereof, “Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to
employees, officers, directors of and consultants (other than consultants whose
services relate to the raising of funds) of the Company pursuant to the
Company’s outstanding stock option or long-term incentive plans, (b) securities
upon the exercise or conversion of the Securities issued hereunder, in payment
of principal or interest on indebtedness of the Company, (c) securities issued
pursuant to acquisition, licensing agreements, or other strategic transactions,
provided any such issuance shall only be to a person or entity which is, itself
or through its subsidiaries, an operating company (including, without
limitation, a company engaged primarily in research and development) in a
business which the Company’s board of directors believes is beneficial to the
Company and in which the Company receives benefits in addition to the investment
of funds, but shall not include a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an entity whose
primary business is investing in securities. For purposes of the parenthetical
clause in clause (a), an investor relations firm that is not involved in fund
raising is not deemed to be consultant whose services are related to the raising
of funds.

    


    (i) For
purposes of this Section 6(b), the price at which such shares of Common Stock
are issued shall be the consideration paid for the Common Stock or the price at
which the Company agrees to issue shares of Common Stock. The price at which any
Convertible Security is issued shall be the amount received for the issuance of
the Convertible Security plus the minimum amount of additional consideration
which is payable upon exercise or conversion of the Convertible Security. If the
Company issues securities as a unit, regardless of whether such issuance is
defined as a unit, a separate computation shall be made with respect to (x)
shares of Common Stock and convertible securities (based on the maximum number
of shares of Common Stock which may be issued upon conversion, including
conversion of interest or dividends, but excluding warrants, rights and options)
and (y) warrants, options or rights, with a separate computation being made as
to each warrant, option or right which is issued. If warrants, options or rights
are issued, the Company shall not be deemed to have received any consideration
for the issuance of the shares upon exercise of the warrant, option or right
other than the lowest exercise price provided therein. If the Company has an
agreement which provides for the issuance of shares at a fixed price or a
formula price with a maximum price, the Company shall be deemed to have issued
securities at such maximum price regardless of whether any securities are
actually sold, and any issuance of securities below such maximum price shall, if
such price is a Lower Price, be a sale which results in an adjustment pursuant
to this Section 6(b).

    


    (ii) Any
stock or convertible securities (other than warrants or options which shall be
valued at the lowest stated exercise price thereof) issued for services that are
not Exempt Issuances shall, for purposes of this Warrant, be valued at the par
value thereof unless such issuance is made with the prior written approved of
the Holder, not to be unreasonably withheld, in which event the securities shall
be valued in the manner as set forth in the Holder’s approval.

    


    (c) If
the Company shall, subsequent to the date of initial issuance of this Warrant,
issue rights or warrants to all holders of its Common Stock entitling them to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common Stock) at a price (or having a conversion price per


    
      
        
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    share)
less than the Current Market Price per share of Common Stock for the record date
mentioned below, if issuance does not result in an adjustment pursuant to
Section 6(b) of this Warrant, the Exercise Price shall be adjusted to an
adjusted Exercise Price equal to the price determined by multiplying the
Exercise Price in effect immediately prior to the date of such issuance by a
fraction, of which the numerator shall be the number of shares of Common Stock
outstanding on the record date mentioned below plus the number of additional
shares of Common Stock which the aggregate offering price of the total number of
shares of Common Stock so offered (or the aggregate conversion price of the
convertible securities so offered) would purchase at such Current Market Price
per share of the Common Stock, and of which the denominator shall be the number
of shares of Common Stock outstanding on such record date plus the number of
additional shares of Common Stock offered for subscription or purchased (or into
which the convertible securities so offered are convertible). Such adjustment
shall be made successively whenever such rights or warrants are issued and shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such rights or warrants; and shall be effective
regardless of whether such rights are exercised or expire in whole or in part
unexercised. The provisions of this Section 6(c) are in addition to the
provisions of Section 6(b) and any adjustment pursuant to this Section 6(c)
shall be made after the application of Section 6(b).

    


    (d) Subject
to the provisions of Section 6(a) of this Warrant, whenever the Exercise Price
payable upon exercise of each Warrant is adjusted pursuant to this Section 6,
the number of shares of Common Stock issuable upon exercise or conversion of
this Warrant shall simultaneously be adjusted by multiplying the number of
shares of Common Stock issuable upon exercise of each Warrant in effect on
immediately prior to the adjustment by the Exercise Price then in effect and
dividing the product so obtained by the Exercise Price, as adjusted. In no event
shall the Exercise Price per share be less than the par value per share, and, if
any adjustment made pursuant to said Section 6 would result in an Exercise Price
which would be less than the par value per share, then, in such event, the
Exercise Price per share shall be the par value per share; provided, however,
that the limitation contained in this sentence shall not limit the number of
shares of Common Stock issuable upon exercise or conversion of this
Warrant.

    


    (e)           Upon
each adjustment of the Exercise Price pursuant to the provisions of this Section
6, the number of Shares issuable upon the exercise of this Warrant shall be
adjusted to the nearest full Share by multiplying a number equal to the Exercise
Price in effect immediately prior to such adjustment by the number of Shares
issuable upon exercise of this Warrant immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price, so that the
aggregate amount delivered by the Holder to the Company in connection with an
exercise of this entire Warrant after the adjustment, shall be equal to the
aggregate amount that would have been delivered by Holder to the Company in
connection with an exercise of this entire Warrant immediately prior to such
adjustment.

    


    7.           Adjustments for
Reorganization, Consolidation, Merger, or Sale of Assets.  If
at any time while the Warrant, or any portion thereof, remains outstanding and
unexpired, should there occur a reorganization, merger, or consolidation; or
should there occur a sale or transfer of the Company’s assets or properties
substantially in entirety as part of a reorganization, merger or consolidation,
then lawful provision shall be made so that the Holder shall thereafter be
entitled to receive upon exercise of the Warrant, or any unexpired exercisable
portion thereof, the number of shares of stock or other securities or property
of the successor corporation resulting from such reorganization, consolidation,
merger, sale or transfer that the Holder would have been entitled to if the
Warrant, or portions thereof, had been exercised immediately prior to the
event.  The foregoing shall apply similarly to any successive
reorganizations, consolidations, mergers, sales or transfers that may occur
while the Warrant, or any portion thereof, remains exercisable.


    
      
        
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    8.           Reservation of Stock
Underlying the Warrant.  At all times until the expiration of
the Warrant, the Company will use commercially reasonable efforts to cause the
Company to authorize, reserve, and keep available, solely for issuance and
delivery upon the exercise of the Warrant, the shares of Common Stock of the
Company that shall be receivable upon exercise or conversion of the
Warrant.

    


    9.           Underlying Stock to be Fully
Paid and Non-Assessable.  The Company covenants that the shares
of Common Stock issuable upon exercise of the Warrant shall be duly and validly
issued, fully paid, non-assessable, and free of any liens, charges, and all
taxes with respect to the issue thereof.

    


    10.           No
Impairment.  The Company shall not, by amendment of its
Certificate of Incorporation or

    other
method or venue, avoid or seek to avoid the observance or performance of any of
the terms of the Warrant, but shall at all times, in good faith, take all such
actions as may be necessary or appropriate in order to protect the rights of the
Holder thereunder against impairment.

    


    11. Exchange or Loss of
Warrant. Subject to the provisions of Section 2 hereof, this Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations entitling the
holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. This Warrant may be divided or combined with other
Warrants which carry the same rights upon presentation hereof at the office of
the Company or at the office of its stock transfer agent, if any, together with
a written notice specifying the names and denominations in which new Warrants
are to be issued and signed by the Holder hereof. The term “Warrant”
as used herein includes any Warrants into which this Warrant may be divided or
exchanged. 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) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor. Any such new Warrant executed
and delivered shall constitute an additional contractual obligation on the part
of the Company, whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.

    


    12. Rights of the Holder.
The Holder shall not, by virtue of this Warrant, 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 the Note and are
enforceable against the Company only to the extent set forth herein and therein,
and as provided by applicable law.

    


    13.           Notices.  Any
notice or other communication between parties hereto shall be sufficiently given
if delivered in accordance with the provisions of the Common Stock and Warrant
Purchase Agreement, dated of even date herewith, between the Company and the
Holder.


    
      
        
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    IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its CEO and
by its Secretary.

    


    Dated:   January 29,
2009

    


    Flint Telecom Group,
Inc.

    Attest:

    


    /s/ Tali
Durant                                                                                     /s/
Vincent Browne

    _________________________________                          By_______________________________________

    Tali Durant,
Secretary                                                                                      Vincent Browne, CEO

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    FORM
OF ELECTION TO PURCHASE

    


    (To be
executed by the Holder if he desires to exercise

    Warrants
evidenced by the within Warrant Certificate)

    


    To: Flint
Telecom Group, Inc.:

    


    The undersigned hereby irrevocably
elects to exercise ____________ Warrants, evidenced by the within Warrant
Certificate for, and to purchase thereunder, ________________ full shares of
Common Stock issuable upon exercise of said Warrants and delivery of
$____________ and any applicable taxes.

    


    The undersigned requests that
certificates for such shares be issued in the name of:

    


    PLEASE INSERT SOCIAL SECURITY
OR

       TAX IDENTIFICATION
NUMBER

    


    


    _______________________________                                                                           ______________________________________

    (Please
print name and address)

    


    _______________________________                                                                           ______________________________________

    


    _______________________________                                                                           ______________________________________

    


    If said number of Warrants shall not
be all the Warrants evidenced by the within Warrant Certificate, the undersigned
requests that a new Warrant Certificate evidencing the Warrants not so exercised
be issued in the name of and delivered to:

    


    _______________________________________________________

    _______________________________________________________

    _______________________________________________________

    (Please
print name and address)

    


    


    Dated:
____________________                                                                Signature:
_____________________________________

    


    
      	
              NOTICE:

            	
              The
      above signature must correspond with the name as written upon the face of
      the within Warrant Certificate in every particular, without alteration or
      enlargement or any change whatsoever, or if signed by any other person the
      Form of Election to Purchase must be duly executed and if the certificate
      representing the shares or any Warrant Certificate representing Warrants
      not exercised is to be registered in a name other than that in which the
      within Warrant Certificate is registered, the signature of the holder
      hereof must be guaranteed.

            


    

    


    Signature
Guaranteed:  __________________________________________

    


    SIGNATURE
MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE FOLLOWING
STOCK EXCHANGES:  NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    FORM
OF ELECTION TO CONVERT

    


    TO:           Flint
Telecom Group, Inc.

    


    Pursuant to Section 5 of the Warrant,
the undersigned hereby irrevocably elects to convert ____________ Warrants,
evidenced by the within Warrant Certificate for, and to purchase thereunder,
________________ full shares of Common Stock issuable upon conversion of said
Warrants.  A conversion calculation is attached hereto.

    


    The undersigned requests that
certificates for such shares be issued in the name of:

    


    PLEASE INSERT SOCIAL SECURITY
OR

       TAX IDENTIFICATION
NUMBER

    


    _______________________________                                                                                     ______________________________________

    (Please
print name and address)

    


    If said number of Warrants shall not
be all the Warrants evidenced by the within Warrant Certificate, the undersigned
requests that a new Warrant Certificate evidencing the Warrants not so converted
be issued in the name of and delivered to:

    
 

    


    


    (Please
print name and address)

    


    Dated:
____________________                                                                           Signature:
_____________________________________

    


    
      	
              NOTICE:

            	
              The
      above signature must correspond with the name as written upon the face of
      the within Warrant Certificate in every particular, without alteration or
      enlargement or any change whatsoever, or if signed by any other person the
      Form of Election to Convert must be duly executed and if the certificate
      representing the shares or any Warrant Certificate representing Warrants
      not exercised is to be registered in a name other than that in which the
      within Warrant Certificate is registered, the signature of the holder
      hereof must be guaranteed.

            


    

    


    CALCULATION OF WARRANT
CONVERSION

    


    X
=                      
Y(A-B)

    A

    


    
      	
               
      

            	
               Where:

            	
              X
      =

            	
              the
      number of Shares and/or Warrants to be issued to the
    Holder;

            


    

    


    Y
=           the number of
Shares and/or Warrants to be converted;

    


    A
=           the Current
Market Price of one share of Common Stock, to be defined as the average of the
closing prices for the common stock for the five (5) trading days ending
immediately prior to the Exercise Date; and

    


    B
=           the Share
Exercise Price.


    
      
        
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