THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR WITH ANY STATE
SECURITIES COMMISSION, AND MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER
IN THE ABSENCE OF A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE
SECURITIES ACT AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS, IMMEDIATELY
PRIOR TO THE TIME SET FOR TRANSFER, SUCH TRANSFER MAY BE EFFECTED WITHOUT
VIOLATION OF THE SECURITIES ACT AND OTHER APPLICABLE STATE LAWS AND
RULES.

     

    CYTOMEDIX,
INC.

     

    WARRANT

     

    
      	
              Warrant
      No.  ___

            	
              Dated:
      April _, 2010

            


    

     

    Cytomedix,
Inc., a Delaware corporation (the “Company”), hereby
certifies that, for value received, _______ or its registered assigns (including
permitted transferees, the “Holder”), is entitled
to purchase from the Company up to a total number of _____ fully paid, validly
issued and nonassessable shares of Common Stock (as defined below) (as adjusted
from time to time as provided in Section 9 hereof) and
each such share, a “Warrant Share” and
all such shares, the “Warrant Shares”) at
an exercise price equal to $__ (or 110% of the volume weighted average prices
for the 10-day period preceding the issuance date of the Preferred Stock in
connection with this Offering (as adjusted from time to time as provided in
Section 9
hereof, the “Exercise
Price”)), provided,
however, in no event shall such price be less that $__; at any time and
from time to time from and after the date of this Warrant (the “Initial Exercise
Date”) through and including April 9, 2015 (the “Expiration Date”),
and subject to the following terms and conditions.  This Warrant is
one of a series of similar warrants (the “Warrants”) issued
pursuant to one of several Subscription Agreements, dated as of April 9, 2010,
by and among the Company and certain other investors (each, a “Subscription
Agreement”), providing for the issuance and sale of the Preferred Stock
and Warrants by the Company to the Holder and such other
investors.  Capitalized terms used in this Warrant that are not
defined herein shall have the respective meanings given such terms in the
Subscription Agreement.

     

    1.   
        Definitions.  The
capitalized terms used herein and not otherwise defined shall have the meanings
set forth below:

     

    “Affiliate” of any
specified Person means any other person or entity directly or indirectly
controlling, controlled by or under direct or indirect common control with such
specified Person.  For purposes of this definition, “control” means
the power to direct the management and policies of such Person or firm, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise.

     

    “Common Stock” means
the common stock of the Company.

     

    “Convertible
Securities” means any stock or securities
(other than Options) directly or indirectly convertible into or exercisable or
exchangeable for shares of Common Stock.

     

     “Eligible Market”
means any of the New York Stock Exchange, the NYSE Amex LLC, Nasdaq Stock Market
or the Over-the-Counter Bulletin Board (the “OTCBB”).

     

    “Market Price” shall
mean (i) if the principal trading market for such securities is an exchange, the
last reported sale price per share on such exchange, (ii) if clause (i) is not
applicable, the average of the closing bid price per share for the last five
previous Trading Days as set forth by Nasdaq or (iii) if clauses (i) and (ii)
are not applicable, the average of the closing bid price per share for the last
five previous Trading Days as set forth in the Pink
Sheets®.  Notwithstanding the foregoing, if there is no reported sales
price or closing bid price, as the case may be, on any of the ten (10) Trading
Days preceding the event requiring a determination of Market Price hereunder,
then the Market Price shall be determined in good faith by resolution of the
Board of Directors of the Company, based on the best information available to
it.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Original Issue Date”
means April 9, 2010.

     

    “Other Securities”
refers to any capital stock (other than Common Stock) and other securities of
the Company or any other Person that the Holder of this Warrant at any time
shall be entitled to receive, or shall have received, upon the exercise of this
Warrant, in lieu of or in addition to Common Stock, or that at any time shall be
issuable or shall have been issued in exchange for or in replacement of Common
Stock or Other Securities pursuant to Section 9 hereof or
otherwise.

     

    “Person” means any
court or other federal, state, local or other governmental authority or other
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.

     

    “Registration
Statement” shall have the meaning set forth in the Subscription
Agreement.

     

    “Required Holders”
shall mean the holders of the then unexercised Warrants issued pursuant to the
Subscription Agreement, which represent a majority of the Warrant Shares
underlying such unexercised warrants.

     

    “Trading Day” means
any day on which the Common Stock is listed or quoted on any Eligible
Market.

     

     “Warrant Shares” shall
initially mean shares of Common Stock and in addition may include Other
Securities and Distributed Property (as defined in Section 9(e) hereof) issued or
issuable from time to time upon exercise of this Warrant.

     

    “Weighted Average
Price” means, for any date, the price determined by the first of the
following clauses that applies: (a) if the Common Stock is then listed or quoted
on the NYSE Amex LLC or any other national securities exchange (the “Trading
Market”), the daily volume weighted average price of the Common Stock for such
date (or the nearest preceding date) on the Trading Market on which the common
stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)),
(b)  if Common Stock is then quoted on the OTCBB, the volume weighted
average price of the Common Stock for such date (or the nearest preceding date)
on the OTCBB, (c) if the Common Stock is not then listed or quoted for trading
on the OTCBB and if prices for the Common Stock are then reported in the 'Pink
Sheets' published by Pink Sheets (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of
the Common Stock so reported, or (d) in all other cases, the fair market value
of a share of Common Stock as determined by an independent appraiser selected in
good faith by the Holders of a majority in interest of the Preferred Stock then
outstanding and reasonably acceptable to the Company, the fees and expenses of
which shall be paid by the Company. All such determinations shall be
appropriately adjusted for any share dividend, share split or other similar
transaction during such period.

     

    2.            
Registration
of Warrant.  The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the
contrary.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    3.   
         Registration
of Transfers.  The Company shall register the transfer of any
portion of this Warrant in the Warrant Register, upon surrender of this Warrant,
with the Form of Assignment attached hereto as Appendix A duly
completed and signed, to the Company at its address specified herein. Upon any
such registration and transfer, a new warrant in substantially the form of a
Warrant (any such new warrant, a “New Warrant”),
evidencing the portion of this Warrant so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring
Holder.  The acceptance of the New Warrant by the transferee thereof
shall be deemed the acceptance by such transferee of all of the rights and
obligations of a holder of a Warrant.

     

    4. 
           Exercise and Duration of
Warrant.

     

    (a)           This
Warrant shall be exercisable by the registered Holder at any time and from time
to time on and after the Initial Exercise Date to and including the Expiration
Date.  At 5:00 P.M. New York City time on the Expiration Date,
the portion of this Warrant not exercised prior thereto shall be and become void
and of no value.

     

    (b)           A
Holder may exercise this Warrant by delivering to the Company (i) an exercise
notice, in the form attached hereto as Appendix B (the
“Exercise
Notice”), appropriately completed and duly signed, and (ii) payment of
the Exercise Price for the number of Warrant Shares as to which this Warrant is
being exercised (as set forth in Section 4(d) below), and the date
such items are received by the Company is an “Exercise
Date.”  Execution and delivery of the Exercise Notice shall
have the same effect as cancellation of the original Warrant and issuance of a
New Warrant evidencing the right to purchase the remaining number of Warrant
Shares.

     

    (c)           The
Holder shall pay the Exercise Price (i) in cash, by certified bank check payable
to the order of the Company or by wire transfer of immediately available funds
in accordance with the Company’s instructions or (ii) if on or after the six
month anniversary of the Original Issue Date (x) there is no effective
Registration Statement registering the resale of the Warrant Shares by the
Holder and (y) the Market Price exceeds the Exercise Price, by means of a
“cashless exercise”, by presenting and surrendering to the Company this Warrant,
in which event the Company shall issue to the Holder the number of Warrant
Shares determined as follows:

     

    
      
        
          
            	
                    X
      =  

                  	
                    Y
      [(A-B)/A] where:

                  
	
                    X
      =

                  	
                    the
      number of Warrant Shares to be issued to the Holder upon such cashless
      exercise;

                  
	
                    Y
      =

                  	
                    the
      number of Warrant Shares with respect to which this Warrant is being
      exercised;

                  
	
                    A
      =

                  	
                    the
      Market Price on the Exercise Date; and

                  
	
                    B
      =

                  	
                    the
      Exercise Price.

                  


          

        

      

    

    


    (d)           If
an exercise of this Warrant is to be made in connection with a registered public
offering or sale of the Company, such exercise may, at the election of the
Holder, be conditioned on the consummation of the public offering or sale of the
Company, in which case such exercise shall not be deemed effective until the
consummation of such transaction.

     

    (e)           Notwithstanding
anything to the contrary herein, Holder agrees that the aggregate number of
shares of the Company common stock issuable upon any and all exercises of this
Warrant or conversions of the Preferred Stock (as the term is defined under the
Subscription Agreement) may not exceed 19.99% (the “Numeric Limitation”) of the
total issued and outstanding shares of the Company outstanding common stock on
the Original Issue Date, unless such issuances in excess of the Numeric
Limitation are approved by the Company’s common stockholders.. To the extent
that such stockholders have not approved such issuance at the time of the
exercise, the Warrant shall be exercised on a pari passu basis such that the
aggregate number of shares of common stock issuable upon exercise shall not
exceed the Numeric Limitation.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    5.    
       Delivery of Warrant
Shares.

     

    (a)           Upon
exercise of this Warrant, the Company shall within three Trading Days after
receipt of the Exercise Notice attached hereto as Appendix B, issue or
cause to be issued and deliver or cause to be delivered to the Holder, in such
name or names as the Holder may designate, a certificate for the Warrant Shares
issuable upon such exercise bearing (only if such legend is required by
applicable law) the restrictive legend set forth in Section 3(f) of the
Subscription Agreement.  The Holder, or any Person so designated by
the Holder to receive the Warrant Shares, shall be deemed to have become holder
of record of such Warrant Shares as of the Exercise Date.

     

    (b)           This
Warrant is exercisable, either in its entirety or, from time to time, for a
portion of the number of Warrant Shares. Upon surrender of this Warrant
following one or more partial exercises, the Company shall issue or cause to be
issued, at its expense, a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares.

     

    6. 
          Charges,
Taxes and Expenses.  Issuance and delivery of certificates for
shares of Common Stock upon exercise of this Warrant shall be made without
charge to the Holder for any issue or transfer tax, withholding tax, transfer
agent fee or other incidental tax or expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Company;
provided, however, that the Company  shall not be required to pay any
tax that may be payable in respect of any transfer involved in the registration
of any certificates for Warrant Shares or Warrant in a name other than that of
the Holder.  The Holder shall be responsible for all other tax
liability that may arise as a result of holding or transferring this Warrant or
receiving Warrant Shares upon exercise hereof.

     

    7. 
           Replacement
of Warrant.  If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and in substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity, if requested.

     

    8.
           Reservation
of Warrant Shares.  The Company covenants that it will at all
times reserve and keep available out of the aggregate of its authorized but
unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares that are then issuable and deliverable
upon the exercise of this entire Warrant, free from all taxes, liens, claims,
encumbrances with respect to the issuance of such Warrant Shares and will not be
subject to any pre-emptive rights or similar rights (taking into account the
adjustments and restrictions of Section 9 hereof).  The
Company covenants that all Warrant Shares so issuable and deliverable shall,
upon issuance and the payment of the applicable Exercise Price in accordance
with the terms hereof, be duly and validly authorized, issued, fully paid and
nonassessable.  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 securities exchange or automated quotation system upon which
the Common Stock may be listed or quoted, as the case may be.

     

    9. 
          Certain
Adjustments.  The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 9.

     

    (a)           Stock
Dividends.  If the Company, at any time while this Warrant is
outstanding,  pays a dividend on its Common Stock payable in
additional shares of Common Stock or otherwise makes a distribution on any class
of capital stock that is payable in shares of Common Stock, then in each such
case the Exercise Price shall be multiplied by a fraction, (i) the numerator of
which shall be the number of shares of Common Stock outstanding immediately
prior to the opening of business on the day after the record date for the
determination of stockholders entitle to receive such dividend or distribution
and (ii) the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event.  Any adjustment made
pursuant to this Section 9(a) shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    (b)           Stock Splits. If the Company,
at any time while this Warrant is outstanding, (i) subdivides outstanding shares
of Common Stock into a larger number of shares, or (ii) combines outstanding
shares of Common Stock into a smaller number of shares, then in each such case
the Exercise Price shall be multiplied by a fraction, (A) the numerator of which
shall be the number of shares of Common Stock outstanding immediately before
such event and (B) the denominator of which shall be the number of shares of
Common Stock outstanding immediately after such event.  Any adjustment
pursuant to this Section 9(b) shall become effective
immediately after the effective date of such subdivision or
combination.

     

    (c)           Reclassifications.  A
reclassification of the Common Stock (other than any such reclassification in
connection with a merger or consolidation to which Section 9(f) applies) into shares of
any other class of stock shall be deemed:

     

    (i)           a
distribution by the Company to the holders of its Common Stock of such shares of
such other class of stock for the purposes and within the meaning of this Section 9;
and

     

    (ii)           if
the outstanding shares of Common Stock shall be changed into a larger or smaller
number of shares of Common Stock as part of such reclassification, such change
shall be deemed a subdivision or combination, as the case may be, of the
outstanding shares of Common Stock for the purposes and within the meaning of
Section 9(b)
hereof.

     

    (d)           Calculations.  All
calculations under this Section 9 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.

     

    (e)           Adjustments.  Notwithstanding
any provision of this Section 9, 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 9(e) are not
required to be made shall be carried forward and taken into account for purposes
of any subsequent adjustment.

     

    (f)           Notice of
Adjustments.  Upon the occurrence of each adjustment pursuant
to this Section
9, the Company will promptly deliver to the Holder a certificate executed
by the Company’s Chief Financial Officer setting forth, in reasonable detail,
the event requiring such adjustment and the method by which such adjustment was
calculated, the adjusted Exercise Price and the adjusted number or type of
Warrant Shares or other securities issuable upon exercise of this Warrant (as
applicable).  The Company will retain at its office copies of all such
certificates and cause the same to be available for inspection at said office
during normal business hours by the Holder or any prospective purchaser of the
Warrant designated by the Holder.

     

    (g)             Notice of Corporate Events.
If the Company (i) declares a dividend or any other distribution of cash,
securities or other property in respect of its Common Stock, including, without
limitation, any granting of rights or warrants to subscribe for or purchase any
capital stock of the Company or any subsidiary of the Company, or (ii)
authorizes the voluntary dissolution, liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice describing
the material terms and conditions of such transaction at least 15 calendar days
prior to the applicable record or effective date on which a Person would need to
hold Common Stock in order to participate in or vote with respect to such
transaction, and the Company will take all steps reasonably necessary in order
to ensure that the Holder is given the practical opportunity to exercise this
Warrant prior to such time so as to participate in or vote with respect to such
transaction; provided, however, that the failure to deliver such notice or any
defect therein shall not affect the validity of the corporate action required to
be described in such notice.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    


    10.          Fractional
Shares. The Company shall not be required to issue or cause to be issued
fractional Warrant Shares on the exercise of this Warrant. If any fraction of a
Warrant Share would, except for the provisions of this Section, be issuable upon
exercise of this Warrant, the Company shall make a cash payment to the Holder
equal to (a) such fraction multiplied by (b) the Market Price on the Exercise
Date of one full Warrant Share.

     

    11.          Restricted
Securities.  The Holder represents and warrants that it (i)
understands that the Warrant and the Warrant Shares have not been registered
under the Securities Act and (ii) understands the restrictions set forth on the
legend printed on the face of this Warrant.

     

    12.          Reserved.

     

    13.          Remedies.  The
Company stipulates that the remedies at law of the Holder of this Warrant in the
event of any default or threatened default by the Company in the performance of
or compliance with any of the terms of this Warrant are not and will not be
adequate, and that such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.

     

    14.          Notices.  Any
and all notices or other communications or deliveries hereunder (including
without limitation any Exercise Notice) shall be in writing and shall be mailed
by certified mail, return receipt requested, or by a nationally recognized
courier service or delivered (in person or by facsimile), against receipt to the
party to whom such notice or other communication is to be given. The address for
such notices or communications shall be as set forth in the Subscription
Agreement entered into by the Holder and the Company.  Any notice or
other communication given by means permitted by this Section 14 shall be deemed given at
the time of receipt thereof.

     

    15.          Warrant
Agent.  The Company shall serve as warrant agent under this
Warrant.  Upon a prompt written notice to the Holder, the Company may
appoint a new warrant agent.  Any Person into which any new warrant
agent may be merged, any Person resulting from any consolidation to which any
new warrant agent shall be a party or any Person to which any new warrant agent
transfers substantially all of its corporate trust or shareholders services
business shall be a successor warrant agent under this Warrant without any
further act.  Any such successor warrant agent shall promptly cause
notice of its succession as warrant agent to be mailed (by first class mail,
postage prepaid) to the Holder at the Holder’s last address as shown on the
Warrant Register.

     

    16.          Miscellaneous.

     

    (a)           This
Warrant may be assigned by the Holder. This Warrant shall be binding on and
inure to the benefit of the parties hereto and their respective successors and
assigns.  Subject to the preceding sentence, nothing in this Warrant
shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this
Warrant.  This Warrant may be modified, revised or amended only in
writing signed by the Company and at least __% of the Holders of such Warrants
and their successors and assigns.

     

    (b)           The
Company will not, by amendment of its governing documents or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder against impairment.  Without limiting the
generality of the foregoing, the Company (i) will not increase the par value of
any Warrant Shares above the amount payable therefor upon exercise thereof, (ii)
will take all such action as may be reasonably necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares on the exercise of this Warrant, free from all taxes, liens,
claims and encumbrances and (iii) will not close its shareholder books or
records in any manner that interferes with the timely exercise of this
Warrant.


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    


    (c)               The
validity, construction and enforcement of this Warrant shall be governed by the
laws of the State of Delaware and jurisdiction is hereby vested in the Courts of
said State in the event of the institution of any legal action under this
Warrant.

     

    (d)               Neither
party shall be deemed in default of any provision of this Warrant, to the extent
that performance of its obligations or attempts to cure a breach hereof are
delayed or prevented by any event reasonably beyond the control of such party,
including, without limitation, war, hostilities, acts of terrorism, revolution,
riot, civil commotion, national emergency, strike, lockout, unavailability of
supplies, epidemic, fire, flood, earthquake, force of nature, explosion,
embargo, or any other Act of God, or any law, proclamation, regulation,
ordinance, or other act or order of any court, government or governmental
agency, provided that such party gives the other party written notice thereof
promptly upon discovery thereof and uses reasonable best efforts to cure or
mitigate the delay or failure to perform.

     

    (e)               The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.

     

    (f)               In
case any one or more of the provisions of this Warrant shall be deemed invalid
or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Warrant shall not in any way be affected
or impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision that shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    


    The
Company has caused this Warrant to be duly executed by its authorized officer as
of the date first indicated above.

     

    
      
        
          	
                  Cytomedix,
      Inc.

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    APPENDIX
A

     

    Form
of Assignment

     

    (to be
completed and signed only upon transfer of Warrant)

     

    For Value
Received, the undersigned hereby sells, assigns and transfers unto
_________ the right represented by the within Warrant to purchase _____________
shares of Common Stock of Cytomedix, Inc. to which the within warrant relates
and appoints __________________________ attorney to transfer said right on the
books of Cytomedix, Inc. with full power of substitution in the
premises.

     

    
      
        
          
            
              
                
                  	
                          Dated:____________________________

                        	 
      	 
      
	 
      	 
      	
                          (Signature
      must conform in all respects to name of Holder as specified on face of the
      Warrant)

                        
	 
      	 
      	 
      
	 
      	 
      	
                          Address
      of Transferee:

                        
	 	 	 
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    APPENDIX
B

     

    Form
of Exercise Notice

     

    (To be
executed by the Holder to exercise the right to purchase shares of Common Stock
under the foregoing Warrant)

    


    To:          Cytomedix, Inc.

     

    The
undersigned is the Holder of Warrant No. ____ (the “Warrant”) issued by
Cytomedix, Inc., a
Delaware corporation (the “Company”).
Capitalized terms used herein and not otherwise defined have the respective
meanings set forth in the Warrant.

     

    
      
        	
                1.

              	
                The
      Warrant is currently exercisable to purchase a total of ______ Warrant
      Shares.

              


      

    

    
      
        	
                2.

              	
                The
      undersigned Holder hereby exercises its right to purchase ___ Warrant
      Shares pursuant to the
Warrant.

              


      

    

    
      
        	
                3.

              	
                The
      Holder intends that payment of the Exercise Price shall be made as (check
      one):

              


      

    

    Cash
Exercise _______

    Cashless
Exercise _______

    
      
        	
                4.

              	
                If
      the Holder has elected a Cash Exercise, the Holder shall pay the sum of
      $________ to the Company in accordance with the terms of the
      Warrant.

              


      

    

    
      
        	
                5.

              	
                If
      the Holder has elected a Cashless Exercise, a certificate shall be issued
      to the Holder for the number of shares equal to the whole number portion
      of the product of the calculation set forth below, which is
      ________.  The Company shall pay a cash adjustment in respect of
      the fractional portion of the product of the calculation set forth below
      in an amount equal to the product of the fractional portion of such
      product and the Market Price on the Exercise Day, which product is
      __________.

              


      

    

    X =
Y[(A-B)/A]

    X = the
number of Warrant Shares to be issued to the Holder.

    Number of
Warrant Shares being exercised:                                                                     
(“Y”).

    Market
Price on the Exercise Day:                                                                        
(“A”).

    Exercise
Price:                                           
(“B”)

    
      
        	
                6.

              	
                Pursuant
      to this exercise, the Company shall deliver to the Holder Warrant Shares
      in accordance with the terms of the
Warrant.

              


      

    

    
      
        	
                7.

              	
                Following
      this exercise, the Warrant shall be exercisable to purchase a total of
      __________ Warrant Shares.

              


      

    

    
      
        
          
            
              
                	
                        Dated:__________________________

                      	 
      	
                        Name
      of Holder:

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                        (Print)

                      
	 
      	 
      	 
      
	 
      	 
      	
                        By:

                      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                        Name:

                      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                        Title:

                      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                        (Signature
      must conform in all respects to name of holder as specified on the face of
      the
Warrant)

                      


              

            

          

        

      

    


    
      
         


      

      
        1.