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AMENDED AND RESTATED WARRANT CERTIFICATE




NEITHER THE WARRANTS REPRESENTED BY THIS CERTIFICATE NOR THE
SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY OTHER STATUTE,
RULE OR REGULATION. SUCH WARRANTS HAVE BEEN ACQUIRED FOR INVESTMENT AND SUCH
WARRANTS AND SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED
OF iN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT WITH RESPECT TO SUCH WARRANTS OR SHARES OR UNLESS, IN THE OPINION OF THE
ISSUER'S COUNSEL, REGISTRATION IS NOT REQUIRED UNDER THE ACT.







CALIBRUS, INC.
AMENDED AND RESTATED
COMMON STOCK
WARRANT







WARRANT TO ACQUIRE 691,104 SHARES OF COMMON STOCK.
IN
CALIBRUS, INC, AS DESCRIBED HEREIN







Effective
Date: August 21, 2002.




Expiration
Date: August 21, 2009.




This certifies that, for $100 and for other value
received:




Name:

Magnet
Capital L.P., its successor(s) or transferee(s) (the "Holder")




Address:

3550
North Central Avenue, Suite 1400 Phoenix, AZ 85012




is entitled to acquire from Calibrus, Inc, a Nevada corporation
(the "Company"), having its principal office at 1225 West Washington, Tempe,
Arizona, 85281, upon full payment of the Total Exercise Price (as defined
herein), 691,104 fully paid and nonassessable shares of the Company's
common stock (the "Common Stock"), with any shares so purchased being shares of
Common Stock, subject to the terms set forth herein, Holder shall pay income
taxes that may be payable by the Holder related to this Amended and Restated
Common Stock Warrant (the "Warrant") and its exercise. The Company represents
and warrants to the Holder that the shares the Holder is entitled to acquire
pursuant to this Warrant constitute approximately ten percent (10.00%) of the
equity of the Company issued and diluted assuming the issuance of the stock
represented by this Warrant as of the Effective Date hereof, This Warrant is
being provided in connection with a modification to the Loan from the Holder to
the Company evidenced by the Loan Agreement and the Note both originally
executed on or about the Effective Date of this Warrant and amended by a Loan
Modification Agreement, which is executed on or about even date with this
Warrant. For purposes of this Warrant, subsequent references to the Note or the
Loan Agreement shall refer to either the original Loan Agreement or to the Loan
Agreement as amended by the Loan Modification Agreement, depending on the
context. This Amended and Restated Common Stock Warrant amends, supercedes and
replaces the original Common Stock Warrant, dated August 21, 2002, which except
as set forth below shall have no further effect; provided, however, if for any
reason this 'Warrant shall be deemed to be unenforceable or of limited
enforceability, then the Holder shall be entitled to enforce both the original
Common Stock Warrant and this Warrant but only to the extent that the Holder
shall receive economic benefits equivalent to what the Holder was intended to
receive under this Warrant.







ARTICLE Exercise of Warrants




1.1 Manner of Exercise. After the Effective Date and
prior to the Expiration Date, subject to the limitations set forth in the
preceding paragraph, this Warrant may be exercised, in whole or in part, at any
time or from time to time. To exercise this Warrant, in whole or in part, the
Holder shall deliver to the Company, (a) a written notice, in substantially the
form of the Exercise Notice attached as Exhibit A hereto, of such Holder's
election to exercise this Warrant, Which shall be duly executed by the Holder or
its duly authorized agent or attorney, (b) this Warrant, and (c) the Exercise
Price multiplied by the number of shares of Common Stock to be received upon the
exercise of the Warrant, or portion thereof (the "Total Exercise Price"). The
Company shall, promptly following receipt by the Company of the Exercise Notice,
this Warrant and full payment of the Total Exercise Price, execute and deliver
or cause to be executed and delivered, :in accordance with such notice, a
certificate or certificates evidencing the aggregate number of shares of Common
Stock issuable upon such exercise. Such certificate or certificates shall be
deemed to have been issued, and such Holder or other person so designated shall
be deemed for all purposes to have become a holder of record of such Shares of
Common Stock, as of the date, the Exercise Notice, this Warrant and the Total
Exercise Price are received by the Company. If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of the
certificate or certificates evidencing the aggregate number of Shares of Common
Stock issuable upon such exercise, deliver to the Holder a new Warrant
evidencing the rights to acquire the remaining Shares of Common Stock called for
by this Warrant, which new Warrant shall in all other respects be identical to
this Warrant. The Company shall pay all expenses, taxes and other charges
payable in connection with the preparation, issuance and delivery of
certificates and new Warrants, except that if certificates or new Warrants shall
be registered in a name or names other than the name of the Holder, such
registration shall be conditioned upon the receipt of (i) the opinion of counsel
that registration under the Act is not required for such transfer (unless such
transfer is made pursuant to such a registration) and (ii) representations
regarding the transferee's investment intent in form and substance reasonably
satisfactory to the Company.

1.2

Fractional
Shares. The Company may issue fractional shares of Common Stock in
connection with any exercise hereunder,




ARTICLE 2. Transfer Rights




2.1 Transfer Rights. Unless contrary to
the provisions of the Act or any other statute, rule or regulation, this Warrant
is transferable, in whole or in part, at the offices of the Company by the
Holder thereof, in person or by duly authorized attorney, upon presentation of
this Warrant Certificate and an Assignment, substantially in the form of
Exhibit B attached hereto, properly endorsed. Transfer shall be
conditioned upon receipt by the Company of the opinion (if applicable) and
representations referred to in Section 1.1(i) and (ii) above. In the event that
the Holder intends to make a transfer, Holder will notify the Company of said
intention and the identification of the transferee. Holder shall not complete
the transfer without the Company's approval, and such approval shall be granted
unless the Company can demonstrate that the transfer would cause unreasonable
harm and detriment to the Company. The Company shall have ten (10) days from
notification by the Holder to approve or not of the transferee and failure to
respond in writing within this period shall be deemed an approval.




2.2

Fair

Market
Value. [The Put Rights have been intentionally deleted.). For
purposes of this Warrant, "Fair Market Value" shall mean the following:




(a)

If any shares of Common Stock in the Company (or any other stock
or other security convertible into the Common Stock (or economic benefit
thereof) receivable upon exercise of this Warrant) ("Warrant Common Stock") are
being sold pursuant to a public offering under an effective registration
statement under the Act which has been declared effective by the Securities and
Exchange Commission, and Fair Market Value is being determined as of the closing
of the public offering, the "price to public" specified for such shares of
Warrant Common Stock in the final prospectus for such public offering.




(b)

If any shares of Warrant Common Stock in the Company are then
listed or admitted to trading on any national securities exchange or traded on
any national market system and Fair Market Value is not being determined
pursuant to clause (a) of this definition, the Fair Market Value shall mean the
average of the values determined by (i) and (ii) below (unless only (i) or (ii)
is applicable, which shall cause the only applicable value from (i) or (ii) to
be used), The values shall be determined as follows: (i) the average of the
daily closing prices for the 10 trading days immediately preceding the delivery
by the Holder of its notice to the Company regarding valuation or (ii) the
closing price on the date preceding the date of the occurrence of event or
events which prompted Holder's request for valuation, excluding any trades which
are not bona fide-, arm's length transactions. The closing price for each
day shall be the last reported sale price on such date or, if no such sales
takes place on such date, the average of the closing bid and asked prices on
such date, in each case as officially reported in the Wall Street Journal, or,
if not reported therein, as reported in the principal national securities
exchange or national market system on which such shares of Warrant Common Stock
are then listed, admitted to trading or traded.

(c)

If no shares of Warrant Common Stock are then listed or admitted
to trading on any national securities exchange or traded on any national market
system or being offered to the public pursuant to a registration described in
clause (a) of this definition, the Fair Market Value shall mean the average of
the values determined by taking the average of the reported closing bid and
asked prices thereof in the over-the-counter market as shown by the National
Association of Securities Dealers automated quotation system on the dates
indicated by (i) and (ii) below (unless only (i) or (ii) is applicable, which
shall cause the only applicable date to be used). The values shall be determined
on the following dates. (i) the date upon which the Holder delivers its notice
to the Company regarding valuation or (ii) the date preceding the date of the
occurrence of event or events which prompted Holder's request for valuation, or,
if such shares of Common Stock are not then quoted in such system, as published
by the National Quotation Bureau, Incorporated or any similar successor
organization, and in either ease as reported by any member firm of the New York
Stock Exchange reasonably selected by the Holder.

(d)

If a substantial number of shares of Warrant Common Stock in the
Company are sold (over twenty five percent (25.00%) of the issued and
outstanding shares of Common Stock) to one or more third parties in a private,
arms-length, transaction or if the Company or shareholders of the Company
receive and reject a bonafide offer at a price per share equal to or greater
than Fair Market Value from a third party to purchase such shares (not including
any sales pursuant to a stock option or other employee benefit plan), or if
substantially all of the assets of the Company are being sold to one or more
third parties in a private, arms­length, transaction, and provided in any
case that at the time of such sale, clauses (a) through (0 of this definition do
not apply, the Fair Market Value of a share of Warrant Common Stock shall be an
amount, as applicable, equal to either (i) the highest per share purchase price
paid (or provided in the bonafide offer) by any third party for the purchase of
shares of Warrant Common Stock in such transaction, or (ii) the per share amount
arrived at by dividing the entire purchase price paid by any such third parties
for the Company's assets in such transaction by the number of shares of Common
Stock outstanding immediately prior to such sale, and assuming for purposes of
the foregoing calculation the exercise in full of this Warrant immediately prior
to such calculation. For purposes of this Warrant, a "bona fide offer from a
third party" shall. consist of: i) written evidence of an offer; ii) from a
party with the demonstrated ability or the reasonable expectation of the ability
to close the transaction; and iii) contain reasonable terms and conditions for
closing.

(e)

If no shares of Warrant Common Stock are then listed or admitted
to trading on any national exchange or traded on any national market system, if
no closing bid and asked prices thereof are then so quoted or published in the
over-the-counter market, if no such shares of Common Stock (or any other stock
or other securities at the time receivable upon exercise of this Warrant) are
being offered to the public pursuant to a registration described in clause (a)
of this definition, and if no private sale is being effected pursuant to clause
(d) of thisdefinition, the Fair Market Value of the Common Stock (or any other
stock or other securities at the time receivable upon exercise of this Warrant)
shall be an amount equal to the value as determined on the appraised basis. If
an appraiser is selected by mutual agreement of both parties, then the Fair
Market Value of the Common Stock shall be computed using the appraised value
determined by such appraiser. If the parties cannot agree on an appraiser then
each party shall choose an appraiser and each appraiser shall appraise the Fair
Market Value of the Company (the "Company's FMV"). If the Company's, FMV as
determined by the two appraisers is different by less than 5%, then the average
of the two appraised values shall be used as the appraised value in the
calculation of the Fair Market Value of the Common Stock. If the determination
of the Company's FMV as determined by the two appraisers is different
by 5% or more, then the two appraisers shall select a third appraiser who will
perform an appraisal. After the third appraisal is completed, the two closest in
value of the three appraisals of the Company's FMV shall be averaged and that
average shall be used as the appraised value in the calculation of the Fair
Market Value of the Common Stock. If the highest and lowest appraised values of
the Company's FMV are equidistant from the third appraised value, then the mean
appraised value of tle. highest and lowest shall be used. The Fair Market Value
of the Common Stock shall then be determined by taking the applicable Company's
FMV and dividing it by the aggregate number of outstanding shares of Common
Stock immediately after the exercise of the put rights granted pursuant to this
Warrant to determine the Fair Market Value of a share of Common Stock.




2.3.

[Intentionally
deleted..]




2.4 Extension of Ex iration of Warrant. To the extent Magnet
Capital is prevented from exercising its Warrant and/or prevented from
exercising the Warrant and selling the shares due to any securities of
underwriting restrictions, the expiration date of the Warrant shall be extended
for the same amount of time that Magnet Capital was prohibited from exercising
the Warrant and selling shares.




2.5 Senior Lender Waiver, No Defaults, If a lender to the
Company must consent to the payment under this Warrant or acknowledge that no
default is created by such payment under this Warrant and the Company is not
able to obtain the required consent or acknowledgment despite its best efforts
to obtain such consent or acknowledgment, Holder's rights under the Warrant
shall continue as if the right to receive such payment had ,not been exercised,
except that Holder shall receive an interest payment equal to the amount of the
Warrant payment that was to be made times the Deferred Payment Rate (defined
below). The Deferred Payment Rate will be the sum of the Prime Rate of interest
plus three percent (3:00%) divided by 365 times the number of days elapsed from
when the Warrant payment was initially due until the date the Warrant payment is
received by the Holder.




2.6

[Intentionally
deleted,]




           2.7

[Intentionally
deleted.]




                         ARTICLE
3.  Exercise Price; Adjustment to Number of Warrants




           3.1
       Exercise Price.  The
Exercise Price for each share of Common Stock underlying the Warrant shall be
$1.00  




           3.2
      Adjustment for Dividends in Other
Stock, Property Reclassifications. In
case at any time or from
time to time after the Effective Date the holders of any Warrant

Common
Stock of the Company shall have received, or, on 

or
after the record date fixed for the

determination of eligible stockholders, shall have become entitled
to receive, without payment

therefor,

(a)

other
or additional stock or other securities or property (other than cash) by way of
dividend, or




(b)

any
cash paid or payable out of any source other than retained or current earnings
(determined in accordance with generally accepted accounting principles), or

(c)

other
or additional stock or other securities or property (including cash) by way of
stock-split, spin-off, reclassificati0n, combination or shares or similar
corporate arrangement, (other than additional shares of Common Stock of the
Company, or any other stock or securities into which such Common Stock shall
have been changed, or any other stock or securities convertible into or
exchangeable for such Common Stock or such other stock or securities, issued as
a stock dividend or stock-split, or other such adjustments, which matters shall
be covered by the terms of Section 3.4 or 3.5),




then
and in each such case the Holder, upon the exercise hereof as provided in
Section 1. 1, shall be entitled to receive the amount of stock and other
securities and property (including cash in the cases referred to in clauses 3.2
(b) and (c) above) which such Holder would hold on the date of such exorcise if
on the Effective Date he had been the holder of record of the number of shares
of Common Stock of the Company called for on the face of this Warrant and had
thereafter, during. the period from the Effective Date through the date of such
exercise, retained such shares and/or all other or additional stock and other
securities and property (including cash in the cases referred to in clauses 3.2
(b) and (c) above) receivable by it as aforesaid during such period,
giving effect to all adjustments ogled for during such period by
Sections 3.2 and 3.3,




3.3
 Adjustment for Reorganization. Consolidation Merger. In
case of any

reorganization of the Company (or any other corporation the stock
or other securities of which are at the time receivable on the exercise of this
Warrant) after the Effective Date, or in case, after such date, the Company (or
any such other corporation) shall consolidate with or merge into another
corporation or convey all or substantially all its assets to another entity,
then and in each such case Holder, upon the exercise hereof as provided in
Section 1.1 at any time after the consummation of such reorganization,
consolidation, merger or conveyance) shall be entitled to receive, in
lieu of the stock or other securities and property receivable upon the exercise
of this Warrant prior to such consummation, the stock or other securities or
property to which such Holder would have been entitled upon such consummation if
such Holder had exercised this Warrant immediately prior thereto, all subject to
further adjustment as provided in Sections 3.2,

6

3.4 and 3.5. In each such case, the terms of this Warrant shall be
applicable to the shares of stock or other securities or property receivable
upon the exercise of this Warrant after such consummation.

 

3.4

Adjustment for issue or
Sale of Common Stock at Less than
Fair Market

Value. In case at any time or from time to time after the
Effective Date the Company shall issue, distribute or sell shares of Warrant
Common Stock for consideration per unit less than the greater of the Exercise
Price or the then Fair Market Value, Men and in each such case the Holder, upon
the exercise hereof as provided in Section 1.1, shall be entitled to receive, in
lieu of the number of shares of Warrant Common Stock theretofore receivable upon
exercise of this Warrant, number of shares of Warrant Common Stock determined
under the following formula:

 

Where:
X= The increase in the number of shares of Warrant Common Stock acquirable
hereunder

B=

The
number of shares of Common Stock acquirable hereunder immediately prior to the
issuance referenced in this paragraph




A=

The
greater of the Exercise Price or the Fair Market Value per share effect
immediately prior to the issuance referenced in this paragraph




C=

The
Adjusted Share Value (defined below)




For purposes hereof, the "Adjusted Share Value" upon
the closing of any issuance referenced in this paragraph shall be the amount
equal to (A) the sum of (i) the amount obtained by multiplying the shares of
Warrant Common Stock outstanding immediately prior to the issuance by the
greater of the Exercise Price or the Fair Market Value per share in effect
immediately prior to the issuance, and (ii) the aggregate consideration that the
Company receives from the issuance, and F, dividing the resulting sum by the
number of shares of Warrant Common Stock outstanding immediately after the
issuance.




If
the Company issues, distributes or sells` any additional shares of Warrant

Common
Stock, additional shares of such stock or any other securities (or any stock or
other

securities
convertible into or exchangeable for any such stock or securities) for u net

consideration
that would dilute the purchase rights evidenced by this Warrant, then and in
each such case the number of shares of Warrant Common. Stock to be issued
pursuant to this Warrant shall forthwith be adjusted, substantially in the
manner provided for above in this section ],4"S0 as to protect the
holder of this Warrant against the effect of such dilution.




3.5 Split and Reverse Splits. If the
Company at any time or from time to time after the Effective Date effects a
subdivision of the outstanding shares of Warrant Common Stock, the number of
shares of Warrant Common Stock theretofore receivable upon the exercise of this
Warrant shall be proportionately increased and the Exercise Price shall be
proportionately adjusted to reflect the subdivision, if the Company at any time
or from time to time after the Effective Date combines the outstanding shares of
Warrant Common Stock into a smaller number, the number of shares of Warrant
Common Stock theretofore receivable upon the exercise of this Warrant shall be
proportionately decreased. Each adjustment under this Section 3.5 shall become
effective at the close of business on the date the subdivision or combination
becomes effective;

 

3.6 No Dilution or Impairment. The Company
will not, by amendment of its Articles of Incorporation, or through
reorganization, consolidation, merger, dissolution, issue or sale of securities,
sale of assets 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 reasonably necessary or appropriate in order
to protect the rights of the Holder of this Warrant against dilution or other
impairment. Without limiting the generality of the foregoing, the Company 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
shares of Common Stock upon the exercise of the Warrant at the time
outstanding.




3.7 Other Action Affecting Shares of Common
Stock. In case after the date hereof the Company shall take any
action affecting the shares of Warrant Common Stock or other stock, securities
or property receivable upon exercise of this Warrant, other than an action
described in any of the foregoing Sections 3.1 to 3.5 hereof, inclusive, which
in the opinion of the Company's officers or Board of Directors would
have a materially adverse effect upon the rights of the Holder of this Warrant,
the securities issuable upon exercise of this Warrant (and/or Exercise Price)
shall be adjusted in such manner and at such time as the officers or Board of
Directors, as applicable, may in good faith determine to be equitable in the
circumstances,




3.8 Officer's Certificate as to
Adjustment. In each case of an adjustment in the shares of
Warrant Common Stock or other stock, securities or property receivable on the
exercise of the Warrants, an officer of the Company shall compute such
adjustment in accordance with the terms of the Warrant and prepare a certificate
setting forth such adjustment and showing in detail the facts upon which such
adjustment is based, including a statement of (a) the consideration received or
to be received by the Company for any additional shares of Warrant Common Stock
issued or sold or deemed to have been issued or sold, and (b) the number of
shares of Warrant Common Stock outstanding or deemed to be outstanding. The
Company will forthwith mail a copy of each such certificate to the holder of
this Warrant at the time outstanding.




3.9 Adjustment of Other Securities, If at any time, as a result of
any adjustment made pursuant to Article 3 hereof, the Holder of this Warrant
thereafter shall become entitled to receive, upon exercise hereof, any stock or
other securities other than the shares of Warrant Common Stock, thereafter the
number of such other securities so receivable upon exercise hereof shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the shares of
Warrant Common Stock contained above in this Article 3 and the provisions of
this Article 3 with respect to the shares of Warrant Common Stock shall apply on
like terms to any such other securities.




3.10
Notices of Record Date. In ease




(a)

 the Company shall take a record of the holders of shares of
Warrant Common Stock for the purpose of entitling them to receive any dividend
or other distribution, or any right to subscribe for or purchase any stock or
other securities, or to receive any other right, or




(b)

 of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another entity, or any conveyance of all or
substantially all of the assets of the Company to another entity, or




(c)

 of any voluntary dissolution, liquidation or winding-up of
the Company, then, and in each such case, the Company will mail or cause to be
mailed to each holder of a Warrant at the time outstanding a notice specifying,
as the case may be, (a) the date on which a record is to be taken for the
purpose of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, or (b) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of shares of Warrant Common Stock
shall be entitled to exchange their shares of Common Stock (or such other stock
or securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be mailed at least 10
business days prior to the date therein specified,




3.11 Notices. All notices and other
communications provided for or permitted pursuant to this Warrant shall be made
in writing by hand-delivery, facsimile, or air-courier guaranteeing next
business day delivery at the following addresses:




If
to the Company:

Calibrus,
Inc

1225 West Washington Phoenix, Arizona 8528'1 Attention: David
Biggs Phone: 602-778-7510

Fax:
602-778-7569




If
to Holder:

Magnet
Capital L.P.

3550
North Central Avenue Suite 1400

Phoenix:, Arizona 85012

Attention:
Gregory Mischel Phone: 602-222-4801 Fax: 602-222-4807




All such notices and other communications shall be deemed to have
been delivered and received (i) in the case of personal delivery or facsimile,
on the date of such delivery, and (ii) in the case of air courier, on the
Business Day after the date when sent.




ARTICLE 4. Further Covenants of the Company




4.1 Warrant Shares. The Company covenants and agrees
that all shares of Common Stock which may be issued upon the exercise of this
Warrant, will, upon issuance, by duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof. The Company further covenants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the
Company shall at all times have authorized, and reserved for the purpose of
issue upon exercise of the purchase rights evidenced by this Warrant, a
sufficient number of shares of Common Stock to provide for the exercise of the
rights represented by this Warrant,




4.2

Exchange
of Warrants.




(a)

Upon surrender for exchange or transfer of any Warrant
certificate, properly endorsed, to the Company, the Company at its expense will
promptly issue and deliver to or upon the order of the Holder thereof a new
Warrant certificate or certificates so surrendered. Until transfer of this
-Warrant certificate on the books of the Company, the Company may
treat the registered Holder hereof as the owner for all purposes.




(b)

The Company shall pay all taxes and other governmental charges
that may be imposed in respect to the issuance or delivery of shares of Common
Stock to the Holder other than taxes imposed on the income of the Holder as a
result of (i) the receipt, exercise, sale, exchange, transfer or other
disposition of the Warrant, and (ii) the receipt, sale, exchange, transfer or
other disposition of the shares of Common Stock. Notwithstanding anything to the
contrary, the Company shall not be required to pay any tax or other charge
imposed solely in connection with any transfer, sale, exchange or other
disposition resulting in the issuance of any warrants or shares of Common Stock
in any name other than that of the registered Holder thereof, and in any such
case, the Company shall not be required to issue or deliver any warrant or
shares of Common Stock until such tax or other charge has been paid by the
Holder or it has been established to the Company's reasonable satisfaction that
no tax or other charge is due.




4.3 Registration Under 1933 Act, as amended. The Company
agrees that the shares of Common Stock issued upon exercise of this Warrant
shall be subject to the registration rights set forth on Exhibit C, attached
hereto, all of which are incorporated by this reference into this Warrant.

 4.4 Covenants to Survive Loan Payoff Covenants from
the Loan Agreement shall survive for the term of this Warrant, or for so long as
Magnet Capital holds a majority of shares of Common Stock from the complete
exercise of the Warrant, as follows: Section 32. Other Conditions (Board
representation or observation rights).




ARTICLE 5. .Miscellaneous




 5.1 Amendments. This Warrant may not
be modified, amended, altered or supplemented, except upon the execution and
delivery of a written agreement executed by the Company and the Holder.




 5.2 Governing Law. This Warrant
shall be governed by and construed in accordance with the substantive law of the
State of Arizona without giving effect to the principles of conflicts of law
thereof The section headings herein are for convenience only and shall not
affect the construction hereof.




 5.3 No Rights as Shareholder. Except as otherwise
provided herein, the fielder of this Warrant shall not be entitled to .any
rights as a shareholder of the -Company until and. to the extent that this
Warrant has been exercised in accordance with the terms.. hereof.




5.4

Construction,. The headings contained in this
Warrant are for reference purposes

only and will not affect in way the meaning or interpretation of
this Warrant All terms used in one number or :gender shall be construed to
include any other number or gender as the context may require. Whenever the
words "include," "includes;" or 'including" are used in this
Warrant,

shall. Be deemed to be followed by the words "without
limitation."




 5.5 Entire Agreement, This Warrant, together with any
other documents and certificates delivered hereunder or with respect to the
Loan, state the entire agreement of the Company and the Holder with respect to
the subject matter hereof, merge all prior negotiations, agreements and
understandings, if any, and state in full all representations, warranties and
agreements which have induced this Warrant.




 5.6 Dates and Times. IT any date set
forth in this Warrant shall fall on a day other than a business day in Phoenix,
Arizona, said date shall be deemed to be the next full business day succeeding
that date. All times shall be the local time in Phoenix, Arizona.




5.7.

Successors. All covenants and provisions of this Warrant
shall bind and inure to
the benefit of the respective successors and assigns
of the parties hereto.




5.8 Lost, Stolen Mutilated or Destroyed Warrant.
If this Warrant becomes lost, stolen, mutilated or destroyed, the
Company may issue a new Warrant of like denomination, tenor and date in the
place of this Warrant and the Company may require the owner of the lost, stolen
or destroyed Warrant to indemnify the Company against any claim that may be made
against it on account of the alleged loss, theft or destruction .of any such
Warrant or the issuance of such new Warrant.




IN WITNESS WHEREOF, the Company. has caused this
Amended and Restated Common Stock Warrant to be executed on this 31st  day
of March,. 2004, by its proper corporate
officer thereunto duly
authorized.




CALIBRUS,
INC







By:
/s/ David Biggs

Name:
David Biggs Title: CEO

EXHIBIT A




EXERCISE NOTICE




(To
be signed only upon exercise of Warrant) To: CAIABRUS, INC




The undersigned, the Holder of the enclosed Warrant Certificate,
hereby irrevocably elects to exercise the acquisition right represented by such
Warrant Certificate for, and to acquire thereunder, at an exercise price of
$1.00 per share upon exercise to the undersigned,

shares of Common Stock of Calibrus, Inc. The undersigned herewith
delivers the exercise price and requests that the certificate or certificates
for such shares be issued in the name of and delivered to the undersigned.

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

(Address)

(Tax
Identification Number)

insert
the number of shares of Common Stock called  for on the face of the Warrant
Certificate or, in the: case of a partial exercise, the portion thereof as to
:which. The Warrant is being exercised.

EXHIBIT B
FORM OF ASSIGNMENT
(To be signed only upon
transfer of Warrant)







For
value received, the undersigned hereby sells, assigns and transfers unto

the right represented by the attached Warrant Certificate to
purchase  shares of Common Stock (as defined in the attached Warrant
Certificate), with full power of substitution.

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

(Address)







EXHIBIT C
REGISTRATION RIGHTS







The
agreement_ of the -.Company and the Holder with respect to
registration rights are set forth in this Exhibit C and .are incorporated by
reference into the Warrant:




SECTION
I. Definitions. As used in this Exhibit C, the terms listed in this
Section shall have the meanings set forth below:




(a)

"Affiliate" of any Person means any other Person who either
directly or indirectly is in control of, is controlled by or is under common
control with such Person; provided that for purposes of this definition an
investment entity shall be deemed to be controlled by its investment manager,
investment advisor or general partner. The term "control" shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, and the terms
"controlling" and "controlled" shall have meanings correlative thereto,




(b)

"Business Day" shall mean any Monday, Tuesday, Wednesday, Thursday
or Friday that is not a day on which banking institutions in the City of Phoenix
are authorized by law, regulation or executive order to close,




(c)

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended (or any similar successor federal statute), and the rules and
regulations thereunder; as the same are effect from time to time.




(d)

"Holder"
shall mean the Holder of the Warrant and its successors, assigns and transferees
(subject to Section 1:3 hereof).




(e) "Person" shall mean an individual, partnership, corporation,
limited liability company, joint venture, trust or unincorporated organization,
a government or agency or political subdivision thereof or any other entity.




(f)

"Prospectus" shall mean the prospectus included in any
Registration Statement, as amended or supplemented by a prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement and by all other amendments
and supplements to the prospectus, including post-effective amendments, and all
material incorporated by reference in such prospectus.




(g)

"Registrable Securities" shall mean (i) all shares of Common Stock
issued or issuable to the Holder pursuant to the Warrant or any Preferred Stock
of the Company or any other security (or economic benefit thereof) convertible
into shares of stock of the company (or eligible to receive the economic benefit
thereof); and (ii) any other securities issued as a result of or in connection
with stock dividend, stock split or reverse stock split, combination,
recapitalization, reclassification, merger or consolidation, exchange or
distribution in respect of the shares of Common Stock referred in the Warrant;
provided, however, that Registrable Securities shall cease to be Registrable
Securities when (i) a registration statement covering such Registrable
Securities shall have become effective under the Securities Act and such
Registrable Securities shall have been disposed of in accordance with such
registration statement; or (ii) such Registrable Securities have been
transferred pursuant to Rule 144 under the Securities Act.




(h)

"Registration
Expenses" shall have the meaning set forth in Section 6 hereof.




(i)

"Registration Statement" shall mean any registration statement
which covers any of the Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus included therein, all amendments and
supplements to such Registration Statement including post effective amendments,
all exhibits and all material incorporated by reference in such Registration
Statement.




(j)

"SEC"
shall mean the U.S., Securities and Exchange Commission, or any other U.S.
federal .agency at the time administering the Securities Act.




(k) "Securities Act" shall mean the Securities Act of 1933, as
amended (or any similar successor federal statute), and the rules and
regulations thereunder, as the same are in effect from time to time.




(l) "Underwritten Offering" shall mean an offering that is
registered under the Securities Act in which securities of the Company are sold
pursuant to a firm commitment underwriting, to an underwriter at a fixed price
for reoffering to the public or pursuant to agency or best efforts arrangements
with an underwriter.




SECTION
2. Applicable Securities. The Registrable Securities are entitled to the
benefits of this Exhibit C.




SECTION
3. Demand Registration.




(a)

Demand
Registration (i) At any time after the Company's initial public offering and
provided that there is then no effective Registration Statement in effect with
respect to such Registrable Securities, the Company will effect, in accordance
with the terms set forth in this Exhibit C, the registration under the
Securities Act of the Registrable Securities which the Company has been so
requested to register by such Holder, subject to Section 3(c) hereof. If such
Registration Statement is for an Underwritten Offering, the Company or the
Requesting Securityholders may, at their request, join in the underwriting on
the same terms and conditions as the Holder except that the Holder shall not be
required to give any representations and warranties relating to the Company.




2

(ii)
.Expenses. The Company shall pay all Registration Expenses
with respect to any demand registration pursuant to this- Section 3.




(b) Effectiveness of Registration Statement. The Company
agrees to (i) cause the Registration Statement relating to any demand
registration pursuant to this Section 3 to become effective under the Securities
Act as promptly as practicable; (ii) thereafter keep such Registration Statement
effective continuously for the period specified in the next succeeding
paragraph; and (iii) prevent the happening of any event of the kinds described
in clauses (4) or (5) of Section 5(000 hereof.




Notwithstanding anything to the contrary, the Company shall only
be required to effect two (2) demand registrations pursuant to the provisions of
this Section 3. A demand registration requested pursuant to this Section 3 will
not be deemed to have been effected unless the Registration Statement relating
thereto has become effective under the Securities Act and remains continuously
effective (except as otherwise permitted under this Agreement) for a period
ending on the date on which all Registrable Securities covered by such
Registration Statement have been sold and the distribution contemplated thereby
has been completed.




(c) inclusion of Other
Securities. The Company, and any other holder of the Company's securities
that has registration rights, may include its securities in any demand
registration effected pursuant to this Section 3; provided, however, that if the
managing underwriter or underwriters of any Underwritten Offering contemplated
thereby advise the Holder in writing that the total amount or kind of securities
which such Holder, the Company or any other holder intends to include in such
proposed public offering is sufficiently large to affect the success of the
proposed public offering requested by the Holder materially and adversely, then
the amount or kind of securities to be offered for the account of the Company or
any such other holder shall be reduced to the extent necessary to reduce the
total amount or kind of securities to be included in such proposed public
offering to the amount or kind recommended by such managing underwriter or
underwriters.

 




(d)

Manner of Sale.. The Company may cause any Registrable
Securities that are the subject of a demand registration pursuant to this
Section 3 to be sold in an. Underwritten Offering in which event the Company
shall have the right to designate the managing underwriter or underwriters
thereof subject to the approval of the Holder,




SECTION 4. Piggyback Registration. If the Company at any
time proposes to file a registration statement with respect to any class of
equity securities, whether for its own account (other than a registration
statement on Form S-4 or S-8, or any successor or substantially similar form or
a registration statement covering (i) an employee stock option, stock purchase,
compensation or similar plan or securities issued or issuable pursuant to any
such plan or (ii) a dividend reinvestment plan) or for the account of a holder
of securities of the Company pursuant to registration rights granted by the
Company (a "Requesting Securityholder"), then the Company shall in each case
give written notice of such proposed filing to the Holder at least 20 Business
Days before the anticipated filing date of any such registration statement by
the Company, and such notice shall offer to the Holder the opportunity to have
any or all of the Registrable Securities held by such Holder included in such
registration statement, If the Holder desires to have its Registrable Securities
registered under this Section 4, it shall so advise the Company in writing
within 20 Business Days after the date of receipt of such notice (which request
shall set forth the amount of Registrable Securities for which registration is
requested), and the Company shall include in such Registration Statement all
such Registrable Securities so requested to be included therein; provided,
however, that if such Registration Statement is for an Underwritten Offering,
the Holder shall join in the underwriting on the same terms and conditions as
the Company or the Requesting Securityholders except that the Holder shall not
be required to give any representations and warranties relating to the
Company.




SECTIONS,
Registration Procedures and Other Agreements.




(a)

General,
In connection with the Company's registration obligations
pursuant to Section
3 and, to the extent applicable thereto, Section 4 hereof, the Company will:


 

(i)

prepare and file with the SEC a new Registration Statement or such
amendments and post-effective amendments to an existing Registration Statement
as may be necessary to keep such Registration Statement effective as set forth
in Section 3(b); provided, however, that no Registration Statement shall be
required to remain in effect after all Registrable Securities covered by such
Registration Statement have been sold and distributed as contemplated by such
Registration Statement;




(ii)

notify the Holder promptly (I) when a new Registration Statement,
amendment thereto, Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to any new Registration Statement or
post-effective amendment, when it has become effective, (2) of any request by
the SEC for amendments or supplements to any Registration Statement or
Prospectus or for additional information, (3) of the issuance by the SEC of any
comments with respect to any filing, (4) of any stop order suspending the
effectiveness of any Registration Statement or the initiation or threatening of
any proceedings for such purpose, (5) of any suspension of the qualification of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, and (6) of the happening of any
event which makes any statement of a material fact made in any Registration
Statement or Prospectus or any document incorporated therein by reference untrue
or which requires the making of any changes in any Registration Statement,
Prospectus or any document incorporated therein by reference in order to make
the statements therein (in the case of any Prospectus, in the light of the
circumstances under which they were made) not. misleading; and. make every
reasonable effort to obtain as promptly as practicable the withdrawal of any
order or other action suspending the effectiveness of any Registration Statement
or suspending the qualification or registration (or exemption therefrom) of the
Registrable Securities for sale in any jurisdiction;

(iii)

furnish to the Holder, without charge, at least one manually
signed or "edgarized" copy and as many conformed copies as may reasonably be
requested, of the then effective Registration Statement and any post-effective
amendment thereto, and one copy of all financial statements and schedules, all
documents incorporated therein by reference and all exhibits thereto (including
those incorporated by reference);

(iv)

deliver to the Holder, without charge, as many copies of the then
effective Prospectus (including each prospectus subject to completion) and any
amendments or supplements thereto as such Holder may reasonably request;

(v)

use its reasonable best efforts to register or qualify under the
securities or blue sky laws of such jurisdictions as the Holder reasonably
requests in writing and do any and all other acts or things reasonably necessary
or advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the then effective Registration Statement; provided,
however, that the Company will not be required to (x) qualify to do business in
any jurisdiction where it would not otherwise be required to qualify, or (y)
subject itself to general taxation in any such jurisdiction, or (z) register or
qualify such Registrable Securities under the securities or blue sky laws of any
jurisdiction in which the Company does not then maintain a currently effective
registration or qualification of any of its securities;

(vi)

upon the occurrence of any event contemplated by clause (6) of
Section 5(0(0 hereof, as promptly as practicable (in light of the circumstances
causing the occurrence of such event) prepare a supplement or post-effective
amendment to the Registration Statement or the related Prospectus or any
document incorporated therein by reference or file any other required document
so that, as thereafter delivered to the purchasers of the Registrable
Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein
in the light of the circumstances under which they were made, not
misleading;

(vii)

use reasonable efforts to cause all Registrable Securities covered
by the Registration Statement to be listed on each securities exchange (or
quotation system operated by a national securities association) on which
identical securities issued by the Company are then listed, and enter into
customary agreements including, if necessary, a listing application and
indemnification agreement in customary form;

(viii)

if the registration is in connection with an Underwritten
Offering, enter into an underwriting agreement with respect to the Registrable
Securities, which agreement shall contain provisions that are customary in
connection with underwritten secondary offerings, including representations and
warranties, opinions of counsel, letters of accountants and indemnification
provisions with underwriters that acquire Registrable Securities;

(ix)

otherwise use its best efforts to comply in all material respects
with all applicable rules and regulations relating to such registration and the
distribution of the securities being offered, including, but not limited, to,
those of the SEC;




(x)

make available for inspection by a representative of the Holder
and any attorney or accountant retained by such Holder, all financial and other
records, pertinent corporate documents and properties of the Company and cause
the Company's officers, directors and employees to supply all information
reasonably requested by, and to cooperate fully with, any such representative,
underwriter, attorney or accountant in connection with such registration, and
otherwise to cooperate fully in connection with any due diligence investigation;
provided that such representatives, underwriters, attorneys or accountants enter
into a confidentiality agreement in form and substance reasonably satisfactory
to the Company, prior to the release or disclosure to them of any such
information, records or documents.




(b) The Holder shall furnish to the Company, upon request, in
writing such information and documents as, in the opinion of counsel to the
Company may be reasonably required to prepare properly and file such
Registration Statement in accordance with the applicable provisions of the
Securities Act.




SECTION 6. Registration Expenses. All expenses incident to
the Company's performance of or compliance with this Agreement, including
without limitation all registration and filing fees, fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and
disbursements of one counsel in connection with blue sky qualifications or
registrations [or the obtaining of exemptions therefrom] of the Registrable
Securities), printing expenses (including expenses of printing Prospectuses),
messenger and delivery expenses, internal expenses (including all salaries and
expenses of its officers and employees performing legal or accounting duties),
fees and disbursements of its counsel and its independent certified public
accountants (including the expenses of any special audit or "comfort" letters
required by or incident to such performance or compliance), securities acts
liability insurance (if the Company elects to obtain such insurance), fees and
expenses of any special experts retained by the Company in connection with any
registration hereunder and the fees and expenses of any other Person retained by
the Company (a11 such fees and expenses being referred to as "Registration
Expenses"), shall be borne by the Company, whether or not any Registration
Statement becomes effective.




SECTION 7. Suspension of and Restrictions Upon Sales under
Certain Circumstances. Upon receipt of any notice from. the Company that
dispositions under the then current Prospectus must be discontinued and
suspended, the Holder will forthwith discontinue and suspend disposition of
Registrable Securities pursuant to such Prospectus until (i) the Holder is
advised in writing by the Company that a new Registration Statement covering the
offer of Registrable Securities has become effective under the Securities Act,
or (ii) the Holder receives copies of a supplemented or amended Prospectus
contemplated by Section 5(a) hereof, or (iii) the Holder is advised in writing
by the COMM), that the use of the Prospectus may be resumed, The
Company shall be liable to the Holder for all damages incurred. by the Holder
due to any such suspension.




SECTION
8. Indemnification.




(a) Indemnification by the Company. The Company agrees to
indemnify and hold harmless, to the full extent permitted by law, the Holder,
any of its officers and directors, if any, and each person who
controls such Holder within the meaning of the Securities Act, against all
losses, claims, damages, liabilities and expenses (including reasonable costs of
investigation and reasonable legal fees and expenses) resulting from any untrue
statement of a material fact in, or any omission of a material fact required to
be stated in, any Registration Statement or in any preliminary or final
Prospectus, or any amendment or supplement thereto, or necessary to make the
statements therein (in the case of a Prospectus in light of the circumstances
under which they were made) not misleading, except insofar as the same are
caused by the Holder or are contained in any information furnished in writing to
the Company by the Holder expressly for use therein,




(b) Indemnification by the Holder. In connection with any
Registration Statement covering Registrable Securities of the Holder, the Holder
will furnish to the Company in writing such information as the Company
reasonably requests for use in connection with any such Registration Statement
or Prospectus and agrees to indemnify and hold harmless, to the full extent
permitted by law, the Company, its officers, directors, shareholders, employees,
advisors and agents, and each Person who controls the Company (within the
meaning of the Securities Act), against any losses, claims, damages, liabilities
and expenses directly resulting from any untrue statement of a material fact in,
or any omission of a material fact required to be stated in, the Registration
Statement or in any preliminary or final Prospectus, or any amendment or
supplement thereto, or necessary to make the statements therein (in the case of
a Prospectus in light of the circumstances under which they were made) not
misleading, but only to the extent that such untrue statement or omission is
contained in any information furnished in writing by or on behalf of such Holder
to the Company specifically for inclusion therein, if the offering to which the
Registration Statement relates is an Underwritten Offering, the Holder agrees to
enter into an underwriting agreement in customary form with such underwriters
and to indemnify such underwriters, their officers and directors, if any, and
each Person who controls such underwriters within the meaning of the Securities
Act to the same extent as hereinabove provided with respect to indemnification
by such Holder of the Company,




(c) Conduct of Indemnification Proceedings. Any Person
entitled to indemnification hereunder will (i) give prompt notice to the
indemnifying party of any claim with respect to which it seeks indemnification,
and (ii) permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party; provided, however,
that any Person entitled to indemnification hereunder shall have the right to
employ separate counsel and to participate in, but not control, the defense of
such claim, but the fees and expenses of such counsel shall be at the expense of
such indemnified Person, unless (A) the indemnifying party shall have failed to
assume the defense of such claim and employ counsel reasonably, satisfactory to
the indemnified party in a timely manner, or (B) in the reasonable judgment of
any such Person, based upon written advice of its counsel, a conflict of
interest may exist between such Person and the indemnifying party with respect
to such claims (in which case, if the Person notifies the indemnifying party in
writing, that such Person elects to employ separate counsel at the expense of
the indemnifying party, the indemnifying party shall not have the right to
assume the defense of any such claim as to which such conflict of interest may
exist), The indemnifying party will not be subject to any liability for any
settlement made without its consent. No indemnified party will be required to
consent to the entry of any judgment or enter into any 'settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
of such claim or litigation. An indemnifying party who is not entitled to, or
elects not to, assume the defense of the claim will not be obligated to pay the
reasonable fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, as well as
one local counsel in each relevant jurisdiction.




(d) Contribution. If for any reason the indemnification
provided for in Section 8(a) or 8(b) hereof is unavailable to an indemnified
party or insufficient to hold it harmless as contemplated by Sections 8(a) and
8(b) hereof, then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such loss, claim, damage,
liability or expense in such proportion as is appropriate to reflect not only
the relative benefits received by the indemnifying party and the indemnified
party, but also the relative fault of the indemnifying party and the indemnified
party, as well as any other relevant equitable considerations. No Person guilty
of fraudulent misrepresentation (within the meaning of Section I I (I) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent nlisrepresentations.




SECTION 9.Current Public Information. If applicable, the
Company agrees that it will file all reports required to be filed by it under
the Securities Act and the Exchange Act and the rules and regulations adopted by
the SEC thereunder, and it will take such further action as may reasonably be
required, in each case to the extent required from time to time to enable the
Holder to sell Registrable Securities without registration under the Securities
Act within the limitations of the applicable exemptions provided by (x) Rule 144
under the Securities Act, as such Rule may be amended from time to time, or (y)
any similar regulation hereinafter adopted by the SEC.




SECTION 10. No Inconsistent Agreements. The Company has not
previously entered into and shall not in the future enter into any agreement,
arrangement or understanding with. respect to its securities which is
inconsistent with the rights granted to the Holder in this Exhibit C.




SECTION I I. Amendments and Waivers. The provisions of this
Exhibit C may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, without the written
consent of (a) the Company and (b) the Holder.




SECTION
12. Notices. All notices and other communications provided for or
permitted pursuant to this Exhibit C hereunder shall be made in writing by
hand-delivery, first-class registered or certified mail postage prepaid,
facsimile, or air-courier (by an internationally recognized overnight courier)
guaranteeing next business day delivery:




(a)

If to the Holder: Magnet Capital L.P., 3550 North Central Avenue,
Suite 1400, Phoenix, Arizona 85012, Attention: Principal, facsimile no.
602-222-48.07, or at such other address as may be designated from time to time
by notice given in accordance with the provisions of this Section 12; and




(b)

If to the Company: Calibrus, Inc, 1225 West Washington, Tempe,
Arizona 85281, Attention: President, facsimile no. 602-778-7569, or at such
other address as may be designated from time to time by notice given in
accordance with the provisions of this Section 12.




All such notices and other communications shall be deemed to have
been delivered and received (i) in the case of personal delivery or facsimile,
on the date of such delivery, (ii) in the case of air courier next business day
delivery, on the Business Day after the date when sent, and (iii) in the case of
mailing, on the day indicated on the registered or certified mail receipt.




SECTION 13, Successors and Assigns. The rights under this
Exhibit C shall inure to the benefit of and be binding upon the successors,
transferees and assigns of the parties hereto; provided, however, that no Person
to whom the Registrable Securities are transferred shall have any rights under
this Agreement as the Holder unless such Person agrees to be bound by the terms
and conditions of this Agreement.