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Exhibit 4.04    
    


EXECUTION COPY  


WARRANT AGREEMENT BETWEEN  


 ADAPTEC, INC.  


 AND  


 INTERNATIONAL BUSINESS MACHINES CORPORATION  








   STOCK PURCHASE WARRANT  



Neither this Warrant nor the Warrant Shares as defined herein have been registered under the Securities Act of 1933, as amended, or any applicable state securities laws.
Neither this Warrant nor the Warrant Shares may be sold or transferred in the absence of such registration or any exemption from such registration.



Right
to Purchase Two Hundred Fifty Thousand (250,000) Shares of Common Stock 


Dated
as of August 10, 2004 


        ADAPTEC, INC.,
a Delaware corporation (the "Company"), hereby grants INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York
corporation ("IBM"; IBM and each of its successors and assigns, a "Holder"), a warrant (this
"Warrant") to purchase the Warrant Shares at the Purchase Price. Capitalized terms not otherwise defined have the definitions set forth in  Appendix A.



        1.    Exercise and Expiration of Warrant.    



        (a)   This
Warrant is immediately exercisable and will expire on September 9, 2009. "Exercise Period" shall mean the
period of time between the date hereof and September 9, 2009. 



        (b)   This
Warrant may be exercised during the Exercise Period by the Holder, in whole or in part, by delivering this Warrant to the Company with payment of the Purchase Price
in U.S. dollars. In addition, in lieu of such cash payment, the Holder may exercise this Warrant by delivery to the Company of a written notice of an election to effect a cashless exercise for Warrant
Shares pursuant to this Section 1(b) ("Cashless Exercise"). To effect a Cashless Exercise, the Holder will surrender this Warrant for that number
of shares of Common Stock determined by multiplying the number of Warrant Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between
(i) the then current Market Price of a share of Common Stock on the date of exercise and
(ii) the Purchase Price, and the denominator of which shall be the then current Market Price per share of Common Stock. In the event that this Warrant is not exercised in full immediately prior
to the end of the Exercise Period and the then current Market Price of a share of Common Stock is greater than the Purchase Price, this Warrant shall be deemed automatically exercised as to the
remaining Warrant Shares at such time by Cashless Exercise without the delivery of any written notice from the Holder. 


        (c)   Upon
exercise of this Warrant, the Company will issue to the Holder (i) a certificate or certificates for the number of full Warrant Shares to which the Holder
shall be entitled upon such exercise (any fractional shares shall be rounded up to the next whole share), and (ii) in case such exercise is in part only, a new warrant or warrants representing
the remaining Warrant Shares. 


        (d)   Each
exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been
surrendered pursuant to Section 1(b). 




        2.    Representations.    



        (a)    By the Holder.    The Holder represents and warrants to the Company as follows: 



          (i)  It
is an "accredited investor" within the meaning of Rule 501 of the Securities Act. This Warrant is acquired for the Holder's own account for investment
purposes and not with a view to any offering or distribution within the meaning of the Securities Act and any applicable state securities laws. The Holder has no present intention of selling or
otherwise disposing of this Warrant or the Warrant Shares in violation of such laws; and 



         (ii)  The
Holder has sufficient knowledge and expertise in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the
Company. The 




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Holder
understands that this investment involves a high degree of risk and could result in a substantial or complete loss of its investment. The Holder is capable of bearing the economic risks of such
investment. 




The
Holder acknowledges that the Company has indicated that this Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt
from the registration requirements thereof, and that the Warrant Shares will bear a legend stating that such securities have not been registered under the Securities Act and may not be sold or
transferred in the absence of such registration or an exemption from such registration. 


        (b)    By the Company.    The Company represents and warrants that: 



          (i)  It
(A) is a corporation duly organized, validly existing and in good standing under the laws of the state of its organization, (B) has all requisite power
and authority to conduct its business as now conducted and as presently contemplated and to consummate the transactions contemplated hereby and (C) is duly qualified to do business and is in
good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary. 


         (ii)  It
has outstanding as of the date hereof but before giving effect to this Warrant, approximately 152,783,397 shares of Common Stock, calculated on a fully diluted
basis, giving effect to the conversion or exercise of all options, warrants, rights and other securities convertible into, or exchangeable for, Common Stock outstanding as of the date hereof. 


        (iii)  The
execution, delivery and performance by the Company of this Warrant (A) has been duly authorized by all necessary corporate action, (B) does not and
will not contravene the Company's charter or bylaws or any other organizational document and (C) does not and will not contravene any applicable law or any contractual restriction binding on or
otherwise affecting the Company or any of its properties or result in a default under any agreement or instrument to which the Company is a party or by which the Company or its properties may be
subject. 


        (iv)  This
Warrant has been duly executed and delivered by the Company, and is a legal, valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity. 


         (v)  Assuming
the accuracy of the representations made by the Holder in Section 2(a) hereof, no authorization, consent, approval, license, exemption or other action
by, and no registration, qualification, designation, declaration or filing with, any governmental authority is or will be necessary in connection with the execution and delivery by the Company of this
Warrant, the issuance by the Company of the Warrant Shares, the consummation of the transactions contemplated hereby, the performance of or compliance with the terms and conditions hereof, or to
ensure the legality, validity and enforceability hereof. 


        (vi)  The
Company has reserved solely for issuance and delivery upon the exercise of this Warrant, such number of shares of Common Stock to provide for the exercise in full
of this Warrant. 


       (vii)  Neither
the Company, nor any of its Affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or
solicited any offers to buy any security under circumstances that would require registration, or the filing of a prospectus qualifying the distribution, of this Warrant being issued hereby under the
Securities 




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Act
or cause the issuance of this Warrant to be integrated with any prior offering of securities of the Company for purposes of the Securities Act. 





        3.    Certain Agreements of the Company.    The Company agrees as follows: 



        (a)    Shares to be Fully Paid.    All Warrant Shares will, upon issuance in accordance with the terms of this
Warrant, be validly issued, fully paid, and nonassessable and free from all taxes, liens, claims and encumbrances. 


        (b)    Authorization and Reservation of Shares.    During the Exercise Period, the Company shall have duly authorized
a sufficient number of shares of Common Stock, free from preemptive rights and from any other restrictions imposed by the Company without the consent of the Holder, to provide for the exercise in full
of this Warrant. The Company shall at all times during the Exercise Period reserve and keep available out of such authorized but unissued shares of Common Stock such number of shares to provide for
the exercise in full of this Warrant. 


        (c)    Listing.    In connection with the Holder's exercise of Registration Rights hereunder, the Company shall use
its best efforts to promptly secure the listing of the shares of Common Stock issuable upon exercise of this Warrant upon each national securities exchange or automated quotation system, if any, upon
which shares of Common Stock are then listed or become listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain such listing for so long as any other shares of
Common Stock shall be so listed. 


        (d)    Certain Actions Prohibited.    The Company will not, by amendment of its charter 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 to be
observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be
requested by the Holder of this Warrant in order to protect the exercise privilege of the Holder of this Warrant against impairment, consistent with the tenor and purpose of this Warrant. 



        (e)    Successors and Assigns.    Except as expressly provided otherwise herein, this Warrant will be binding upon any
entity succeeding to the Company by merger, consolidation or acquisition of all or substantially all of the Company's assets. 


        (f)    Blue Sky Laws.    The Company shall, on or before the date of issuance of any Warrant Shares, take such actions
as the Company shall reasonably determine are necessary to qualify the Warrant Shares for, or obtain exemption for the Warrant Shares for, sale to the Holder of this Warrant upon the exercise hereof
under applicable securities or "blue sky" laws of the states of the United States, and shall provide written evidence of any such action so taken to the Holder of this Warrant prior to such date;  provided, however, that the Company shall not be required to qualify as a foreign corporation or
file a general consent to service of process in any such jurisdiction. 


        (g)    Rule 144 Reports.    For so long as the Company is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company shall take all actions reasonably necessary to enable the Holder to sell the Registrable Securities without registration under the
Securities Act within the limitations of the exemptions provided by Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Securities and Exchange Commission, including filing on a timely basis all reports required to be filed by the Exchange Act. Upon the request of the Holder, the Company shall deliver to
the Holder a written statement as to whether it has complied with such requirements. 




        4.    Antidilution Adjustments.    The Purchase Price and the number of Warrant Shares may be adjusted from time to
time as set forth in Appendix B. 


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        5.    Registration Rights.    This Warrant shall have the Registration Rights set forth in  Appendix C. 


        6.    Treatment of Warrant in the Event of an Acquisition Transaction.    



        (a)   If
the Company undertakes an Acquisition Transaction then the Company shall give prompt notice of such transaction to the Holder and, at the Company's election, either
(i) cause the Company Acquiror to assume this Warrant and cause provision to be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant, the Warrant
Shares (as such term is modified in accordance with this Section 6), whereupon the Company shall be released from this Warrant, or (ii) deliver such amount in cash equal to the
Black-Scholes Value (as defined in Section 6(b)) to the Holder on the date on which the Acquisition Transaction is consummated, or, if a final determination of the Black-Scholes Value has not
been made by the date on which the Acquisition Transaction is consummated, within five (5) business days following such final determination. If the Company elects to
take the action set forth in the foregoing clause (ii), it shall give notice to the Holder of such election no later than ten (10) business days after the Acquisition Announcement and,
in the event this Warrant remains outstanding as of consummation of the Acquisition Transaction, this Warrant shall not be exercisable for Warrant Shares by the Holder following such consummation and
the Holder's sole right hereunder as of such time shall be the right to receive the Black-Scholes Value; provided,  however, that if the Company undertakes
an Acquisition Transaction and does not pay such amount in cash equal to the Black-Scholes Value to the Holder
pursuant to the foregoing clause (ii), this Warrant shall remain outstanding and exercisable for Warrant Shares in accordance with its terms and all references to the "Company" shall apply to
the Company Acquiror and all references to the "Warrant Shares" shall apply to the common stock of the Company Acquiror, and appropriate modifications to the other terms of this Warrant, including
without limitation the amount of Warrant Shares and the Purchase Price, shall be made to take into account the Warrant Value as of the date of the Acquisition Transaction. Upon receipt by the Holder
in full of such amount in cash equal to the Black-Scholes Value (in such amount that is mutually agreed upon by the Company and the Holder in accordance with this Section 6) from the Company,
the Holder's right to purchase the Warrant Shares shall terminate. 


        (b)   "Black-Scholes
Value" shall mean the value of this Warrant as determined using the Black-Scholes option pricing model in accordance with this Section 6(b) on such
date that is five (5) business days after the Acquisition Announcement. The initial determination of the Black-Scholes Value shall be made by the Company in a manner consistent with the method
for determining the estimated fair market value of Company employee stock options, in accordance with past practice and subject to adjustment as set forth herein. Within ten (10) business days
after the Company has given notice to the Holder of its election to pay the Black-Scholes Value, the Company shall prepare a statement (the "Black-Scholes Statement") setting forth the amount so
determined and deliver the Black-Scholes Statement to the Holder. During the 30-day period following the Holder's receipt of the Black-Scholes Statement, the Holder and its accountants
shall be permitted to review the non-proprietary working papers relating to the Black-Scholes Statement. The Black-Scholes Statement shall become binding upon the parties and deemed
finally determined on the 30th day following delivery thereof unless the Holder gives notice of its disagreement with the Black-Scholes Statement (a "Notice of Disagreement") to the Company prior to
such date. Any Notice of Disagreement shall specify with reasonable detail and specificity the nature of any disagreement so asserted. During the 30-day period following the delivery of a
Notice of Disagreement (or such other period of time as may be agreed upon by the Company and the Holder), the Company and the Holder shall seek in good faith to resolve any differences that they may
have with respect to the matters specified in such Notice of Disagreement and to agree on a final determination of the Black-Scholes Value. IBM hereby appoints David L. Johnson, VP, Corporate
Development, or his successor, to act as the authorized representative of IBM in the good faith negotiation of any such dispute; if the Holder is a Person other than IBM at the time of 



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any
such dispute, such Person shall appoint an authorized representative of comparable position. The Company hereby appoints Marshall Mohr, Chief Financial Officer, or his successor, to act as the
authorized representative of the Company in the good faith negotiation of any such dispute. If any such dispute is not resolved within such 30-day period (or such other period of time
agreed upon by the Company and the Holder), the Company and the Holder shall submit the dispute to an independent public accounting firm (the "Accounting Firm") to help resolve the dispute with
respect to the Black-Scholes Value. The Company and the Holder shall instruct the Accounting Firm to allocate the fees and expenses of the Accounting Firm incurred in connection with this
Section 6(b) between the Company and the Holder equally. The Company and the Holder shall seek in good faith for the Accounting Firm to render a determination resolving the matters submitted
thereto within fifteen (15) days after submission and to agree upon the determination of the Accounting Firm. The Company and the Holder maintain the right to resolve the dispute in accordance
with Section 9 of this Warrant as appropriate in the event that either is not satisfied with the determination of the Accounting Firm. 




        7.    Transfer, Exchange, Replacement, Underwriter's Lockup    



        (a)    Transferability.    (i) The Holder covenants not to transfer this Warrant or the Warrant Shares except
in compliance with this Section 7(a). Subject to compliance with the transfer restrictions set forth in clause (ii) of this Section 7(a), this Warrant, the Warrant Shares and the
rights granted to the Holder hereof are freely transferable, in whole or in part, upon surrender of this Warrant, together with an assignment form, at the office or agency of the Company referred to
in Section 8 below. 


         (ii)  This
Warrant may not be transferred by the Holder until one hundred twenty (120) days after the date hereof except to a Permitted Transferee. The Holder shall
not effect any transfer except pursuant to a transaction either registered, or exempt from registration, under the Securities Act. Prior to any transfer in reliance upon an exemption from such
registration other than Rule 144 of the Securities Act, the Holder shall provide to the Company an opinion letter from counsel to the Holder (which counsel may include in-house
counsel), reasonably satisfactory to the Company, opining that such transfer does not require registration under the Securities Act. The transferee, by acceptance of this Warrant, acknowledges that it
takes such warrant subject to the terms and conditions hereof. Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered Holder hereof as the
owner hereof for all purposes, and the Company shall not be affected by any notice to the contrary. 


        (b)    Warrant Exchangeable for Different Denominations.    This Warrant is exchangeable, upon the surrender hereof by
the Holder hereof at the office or agency of the Company referred to in Section 8 below, for new warrants of like tenor of different denominations representing in the aggregate the right to
purchase the number of shares of Common Stock which may be purchased hereunder, each of such new warrants to represent the right to purchase such number of shares as shall be designated by the Holder
hereof at the time of such surrender. 


        (c)    Replacement of Warrant.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss, theft, or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company,
or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor. 



        (d)    Cancellation; Payment of Expenses.    Upon the surrender of this Warrant in connection with any transfer,
exchange or replacement as provided in this Section 7, this Warrant shall be promptly canceled by the Company. The Company shall pay all taxes (other than securities transfer taxes) and all
other expenses (other than legal expenses, if any, incurred by the Holder or 



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transferees)
and charges payable in connection with the preparation, execution, and delivery of warrants pursuant to this Section 8. The Company shall indemnify and reimburse the Holder of this
Warrant for all costs and expenses (including legal fees) incurred by such Holder in connection with the enforcement of its rights hereunder. 


        (e)    Warrant Register.    The Company shall maintain, at its principal executive offices (or such other office or
agency of the Company as it may designate by notice to the Holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant
has been issued, as well as the name and address of each transferee and each prior owner of this Warrant. 




        8.    Notices.    Any notices required or permitted to be given under the terms of this Warrant shall be sent by
certified or registered mail (return receipt requested) or delivered personally or by courier or by confirmed telecopy, and shall be effective five days after being placed in the mail, if mailed, or
upon receipt or refusal of receipt, if delivered personally or by courier, or by confirmed telecopy, in each case addressed to a party. The addresses for such communications shall be: 



	 	 	If to the Company:	 	If to IBM:	 	 
	 	 	Adaptec, Inc.

691 South Milpitas Boulevard

Milpitas, CA 95035

Telecopy: 408-957-1682

Attention: Marshall Mohr, Chief

Financial Officer (or his successor)	 	International Business Machines

Corporation

New Orchard Road

Armonk, NY 10504

Telecopy: (914) 499-7803

Attention: David L. Johnson, Vice

President, Corporate Development (or

his successor)	 	 





If
to any other Holder, at such address as such Holder shall have provided in writing to the Company, or at such other address as any Holder furnishes by notice given in accordance with this
Section 8. 


        9.    Governing Law; Jurisdiction and Venue.    This Warrant shall be governed by the laws of the State of Delaware,
without regard to conflicts or choice of law rules or principles. Each of the Company and the Holder submits to the exclusive jurisdiction and venue of the federal and state courts of New York, County
of Westchester, to resolve all issues that may arise out of or relate to this Warrant. The parties waive any right to a jury trial. 


        10.    Miscellaneous.    



        (a)    Amendments.    This Warrant and any provision hereof may only be amended by an instrument in writing signed by
the Company and all Holders hereof. 



        (b)    U.S. Dollars.    All references in this Warrant to "dollars" or
"$" shall mean the U.S. dollar. 


        (c)    Fractional Shares.    The Company shall not be required upon the exercise of this Warrant to issue any
fractional shares. Any fractional shares will be rounded up to the next whole share. 


        (d)    Descriptive Headings.    The descriptive headings of the several sections of this Warrant are inserted for
purposes of reference only, and shall not affect the meaning or construction of any of the provisions hereof. 


        (e)    Business Day.    For purposes of this Warrant, the term "business
day" means any day, other than a Saturday or Sunday or a day on which banking institutions in New York, New York or the city and state provided in Section 8 hereof for
notices to the Company, are authorized or obligated by law, regulation or executive order to close. 



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        (f)    Counterparts.    This agreement may be executed in counterparts, and any such executed counterpart shall be,
and shall be deemed to be, an original instrument. 


        (g)    Severability.    If any term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no
way be affected, impaired or invalidated. 


        (h)    Successors and Assigns.    This Agreement shall be binding on, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns, including all Holders. 



        (i)    Survival.    The representations, warranties and covenants made by the parties hereto shall survive the
execution and delivery of this Agreement. 



[SIGNATURE
PAGE FOLLOWS] 


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        IN WITNESS WHEREOF, the undersigned have executed this Warrant as of the date first written above. 



	ADAPTEC, INC.
	

By:	
 	

/s/  ROBERT N. STEPHENS      
	
 	

 
	 	 	Name:	 	Robert N. Stephens	 	 
	 	 	Title:	 	Chief Executive Officer	 	 
	

INTERNATIONAL BUSINESS MACHINES CORPORATION
	

By:	
 	

/s/  DAVID L. JOHNSON      
	
 	

 
	 	 	Name:	 	David L. Johnson	 	 
	 	 	Title:	 	Vice President, Corporate Development	 	 










   APPENDIX A—DEFINITIONS  


        "Accounting Firm" shall have the meaning specified in Section 6(b) of this Warrant. 



        "Acquisition Announcement" shall mean the first disclosure to the public by the Company or the Company Acquiror of the intent to undertake
an Acquisition Transaction. 


        "Acquisition Transaction" shall mean (i) the sale, lease or other transfer, in one or a series of transactions, of all or
substantially all of the Company's assets to any person or Group, or (ii) the consummation of any transaction or series of transactions the result of which is that any person or Group
beneficially owns, directly or indirectly, 50% or more of the voting power or the voting stock of the Company. 



        "Affiliate" shall mean any entity directly or indirectly controlled by, controlling or under common control with another entity. 


        "Black-Scholes Statement" shall have the meaning specified in Section 6(b) of this Warrant. 


        "Black-Scholes Value" shall have the meaning specified in Section 6(b) of this Warrant. 


        "Board" shall mean the Board of Directors of the Company. 


        "Cashless Exercise" shall have the meaning specified in Section 1(b) of this Warrant. 


        "Company" shall have the meaning specified in the initial paragraph of this Warrant. 


        "Company Acquiror" means the person or Group (i) to whom the Company's assets are transferred as described in clause (i) of
the definition of Acquisition Transaction or (ii) that would beneficially own 50% or more of the voting power or voting stock of the Company as described in clause (ii) of such
definition. 


        "Common Stock" shall mean the common stock of the Company. 


        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 


        "Exercise Period" shall have the meaning specified in Section 1(a) of this Warrant. 



        "Group" shall have the meaning specified in Section 13(d)(3) of the Exchange Act. 


        "Holder" shall have the meaning specified in the initial paragraph of this Warrant. 


        "IBM" shall have the meaning specified in the initial paragraph of this Warrant. 


        "Market Price" shall mean the following: (i) the average of the closing sale prices for the shares of Common Stock as reported on
the principal trading market for the Common Stock for the five (5) consecutive trading days immediately preceding such date, or if no sale price is so reported for such period, the last bid
price for such period, or (ii) if the foregoing does not apply, the last sale price of such security in the over-the-counter market on the pink sheets or bulletin board
for such security on the last trading day immediately preceding such date, or if no sale price is so reported for such security, the average of the last bid and ask price for such security on the last
trading day immediately preceding such date, or (iii) if market value cannot be calculated as of such date on any of the foregoing bases, the Market Price shall be the fair market value as
reasonably determined by an investment banking firm selected by the Company and reasonably acceptable to the Holder, with the costs of the appraisal to be borne by the Company;  provided, however, that for purposes of determining Warrant Value in accordance with Section 6 in
the event of a Stock Acquisition, Market Price shall have the meaning as set forth in the definition of "Warrant Value". 


        "Notice of Disagreement" shall have the meaning set forth in Section 6(b) of this Warrant. 


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        "Permitted Transferee" shall mean any (i) Affiliate of IBM, (ii) benefit plan or trust managed by or on behalf of IBM or any
of its Affiliates or (iii) charitable foundation created by IBM or any of its Affiliates. 


        "Person" or "person" shall mean all natural persons, corporations, business trusts,
associations, companies, partnerships, joint ventures, governments, agencies, political subdivisions and other entities. 


        "Purchase Price" shall mean $6.94 per share of Common Stock, as may be adjusted from time to time pursuant to  Appendix B of this Warrant. 



        "Registrable Securities" shall mean the Warrant Shares issued or issuable with respect to this Warrant. 


        "Registration Expenses" shall mean all expenses incident to the Company's performance of or compliance with the registration provisions of  Appendix C of this
Warrant, including without limitation (i) all fees and expenses of compliance with federal securities and state
securities laws; (ii) all U.S. Securities and Exchange Commission and state securities laws filing fees; (iii) all printing expenses; (iv) all fees and disbursements of counsel
for the Company; and (v) all fees and disbursements of accountants of the Company, but excluding (A) underwriter's discounts relating to securities sold by the Selling Holder,
(B) filings made with the NASD and counsel fees in connection therewith and (C) fees and disbursements of counsel for the Selling Holder. 


        "Registration Rights" shall mean the registration rights set forth in Appendix C of
this Warrant. 


        "Securities Act" shall mean the Securities Act of 1933, as amended. 



        "Selling Holder" shall have the meaning specified in Appendix C(d)(ii) of this
Warrant. 


        "Stock Acquisition" shall mean an Acquisition Transaction described in clause (ii) of the definition of Acquisition Transaction. 


        "Warrant" shall have the meaning specified in the initial paragraph of this Warrant. 


        "Warrant Shares" shall mean two hundred fifty thousand (250,000) shares of Common Stock, as may be adjusted from time to time pursuant to  Appendix B of this
Warrant. 


        "Warrant Value" shall mean the value of this Warrant calculated as if the Holder had exercised this Warrant in full at such time by
Cashless Exercise pursuant to Section 1(b) hereof, except that Market Price for purposes of determining Warrant Value in the event of a Stock Acquisition shall be equal to the per share
consideration paid in the Stock Acquisition. 


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   APPENDIX B—ANTIDILUTION PROVISIONS  


        (a)    Recapitalizations.    If outstanding shares of the Company's Common Stock shall be subdivided into a greater
number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall
simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into
a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. 


        (b)    Mergers; Transfer of Assets.    Subject to Section 6 of this Warrant, if there shall occur any capital
reorganization or reclassification of the Company's Common Stock (other than a subdivision or combination as provided for in (b) above), or any consolidation or merger of the Company with or
into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case
may be, lawful provision shall be made so that the Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities
or property which such Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Holder had
held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board)
shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Holder of this Warrant, such that the provisions set forth in this  Appendix B shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or
property thereafter deliverable upon the exercise of this Warrant. 


        (c)    Adjustment in Number of Warrant Shares.    When any adjustment is required to be made in the Purchase Price,
the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the
exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately
after such adjustment. 


        (d)    Certificate of Adjustment.    When any adjustment is required to be made pursuant to this  Appendix B, the Company shall promptly mail to the
Holder a certificate setting forth the Purchase Price after such adjustment and setting forth
a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be
exercisable following such adjustment. 


        (e)    Adjustments for Non-Stock Dividends and Distributions.    In the event that the Company shall issue
or pay to holders of Common Stock a dividend or other distribution payable other than in securities of the Company, then and in each such event provision shall he made so that Holder shall receive
upon exercise of this Warrant, in addition to the Warrant Shares issued upon exercise, the dividend or other distribution which Holder would have received if it had been the holder of such Warrant
Shares at the time of such dividend or other distribution. 


        (f)    Other Notices.    In case at any time: 



          (i)  the
Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or
distributions payable in cash out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; 



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         (ii)  the
Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; 


        (iii)  there
shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of
all or substantially all of its assets to, another corporation or entity; or 


        (iv)  there
shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; 




then,
in each such case, the Company shall give to the Holder (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of
Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such
reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable estimate thereof by the
Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights
or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding-up, as the case may be. Such notice shall be given at least thirty (30) days prior to the record date or the date on which the Company's books are closed in respect thereto.
Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. 


        (g)    Certain Events.    If, at any time during the Exercise Period, any event occurs of the type contemplated by the
adjustment provisions of this Appendix B but not expressly provided for by such provisions, the Company will give notice of such event, and the
Board will make an appropriate adjustment in the Purchase Price and the number of shares of Common Stock acquirable upon exercise of this Warrant so that the rights of the Holder shall be neither
enhanced nor diminished by such event. 


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   APPENDIX C—REGISTRATION RIGHTS  


        (a)    Registration.    The Company will file or cause to be filed with the Securities and Exchange Commission on or
prior to the date that is ninety (90) days after the date hereof a registration statement on Form S-3 (or Form S-1, if a Form S-3 shelf
registration is unavailable to the Company) (the "Registration Statement") to cover re-sales of the Registrable Securities. The Company
shall use its reasonable best efforts to (x) cause such Registration Statement to be declared effective as soon as practicable thereafter, (y) to keep such Registration Statement
continuously effective, supplemented and amended to the extent necessary to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities for a
period ending one year following the date hereof, and (z) to cause such Registrable Securities to be qualified in such jurisdictions as the Holder may reasonably request. 


        Notwithstanding
anything herein to the contrary, in the event of a material development or transaction, or the occurrence of a material event, affecting the Company that has not yet been
publicly disclosed, if the Board of Directors of the Company shall determine in good faith that it would not be in the best interest of the Company to make such disclosure at such time, the Company
may so notify the Holder of Registrable Securities (such notice being referred to herein as a "Deferral Notice") and shall thereafter be entitled to defer preparing and furnishing such supplement or
amendment until such time as the Company determines such disclosure should be made, at which time it shall so notify such Holder and shall prepare and furnish to such Holder any such supplement or
amendment as may then be required. Following receipt of any supplement or amendment to any prospectus, the Holder of Registrable Securities shall deliver such amended, supplemental or revised
prospectus in connection with any offers or sales of Registrable Securities, and shall not deliver or use any prospectus not so amended, supplemented or revised. Following receipt of a Deferral
Notice, the Holder of Registrable Securities shall not make any further sales of Registrable Securities pursuant to the Registration Statement until such Holder receives such notice, and any such
amendment or supplement, from the Company, or until such Holder receives notice from the Company that no such amendment or supplement is required. Notwithstanding the foregoing, the Company may not
suspend use by the Holder of Registrable Securities of the Registration Statement for sales of such Registrable Securities for a period exceeding thirty (30) days in any consecutive
twelve-month period. 


        (b)    Indemnification.    



        (i)    Indemnification by the Company.    The Company agrees to indemnify and hold harmless any Holder of Registrable
Securities which has included Registrable Securities in the Registration Statement, its officers, directors and agents and each Person, if any, who controls such Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees
and costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or final prospectus relating to the
Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any
such untrue statement or omission based upon information furnished in writing to Company by the Holder of the Registrable Securities, or on such Holder's behalf, expressly for use therein;  provided that
with respect to any untrue statement or omission made in any preliminary prospectus, the indemnity agreement contained in this paragraph
shall not apply to the extent that any such loss, claim, damage, liability or expense results from the fact that a current copy of the prospectus was not sent or given to the person asserting any such
loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned if it is determined that it was the responsibility of the Holder
of such 



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Registrable
Securities to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such loss, claim, damage,
liability or expense. The Company also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially
the same basis as that of the indemnification of the Holder of such Registrable Securities provided in this section (b). 


        (ii)    Indemnification by the Holder of Registrable Securities.    The Holder of Registrable Securities, to the
extent it is selling Registrable Securities ("Selling Holder"), agrees to indemnify and hold harmless the Company, its directors and officers and each
Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Company to the Selling Holder, but only with respect to, and to the extent that, information furnished in writing by the Selling Holder or on the Selling Holder's behalf expressly for use in
any registration statement or final prospectus relating to the Registrable Securities (or any amendment or supplement thereto, or any preliminary prospectus) which contained an untrue statement or
alleged untrue statement of a material fact or omitted or allegedly omitted to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading.
Notwithstanding anything to the contrary contained herein, the liability of the Holder hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal
to the proportion that the public offering price of the shares of Registrable Securities sold by the Holder bears to the total public offering price of all securities sold in such offering. The
Selling Holder also agrees to indemnify and hold harmless the underwriters on substantially the same basis of that of the indemnification of the Company provided in the preceding subsection. 




        (c)    Contribution.    If the indemnification provided for in this  Appendix C is unavailable to the Company, the Selling Holder or the underwriters in
respect of any losses, claims, damages, liabilities, expenses
or judgments referred to herein, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities, expenses and judgments (i) as between the Company and the Selling Holder on the one hand and the underwriters on the other, in such proportion as
is appropriate to reflect the relative benefits received by the Company and the Selling Holder on the one hand and the underwriters on the other from the offering of the Registrable Securities, or if
such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Selling Holder on
the one hand and of the underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, expenses or judgments, as well as any
other relevant equitable considerations and (ii) as between the Company on the one hand and each Selling Holder on the other, in such proportion as is appropriate to reflect the relative fault
of the Company and of each Selling Holder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and the
Selling Holder on the one hand and the underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but
before deducting expenses) received by the Company and the Selling Holder bear to the total underwriting discounts and commissions received by the underwriters, in each case as set forth in the table
on the cover page of the prospectus. The relative fault of the Company on the one hand and of each Selling Holder on the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the party's relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. 


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        The
Company and the Holder agree that it would not be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities, expenses or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this section, no underwriter shall be
required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Selling Holder
shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Selling Holder were offered to the public exceeds the amount of
any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 


        (d)    Registration Expenses and Enforcement.    



        (i)    Registration Rights.    The Company shall bear all Registration Expenses incurred in connection with the
Registration Rights. 


        (ii)    Expenses of Registrant.    The Company shall pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with any listing of the
securities to be registered on a securities exchange, and the fees and expenses of any person, including special experts, retained by the Company. 



        (iii)    Enforcement of Registration Rights.    Notwithstanding anything to the contrary contained herein, the Company
hereby agrees that each Holder of Registrable Securities shall be entitled to specific performance of the registration rights hereunder, and that the Company shall pay any expenses, including without
limitation attorneys' fees, in connection with the enforcement by any Holder of such specific performance. 




        (e)    Assignment of Registration Rights.    Any of the rights of the Holders hereunder, including the right to have
the Company register Registrable Securities pursuant to this Agreement, may be assigned by each Holder to any transferee of all or any portion of this Warrant or the Registrable Securities if:
(i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company after such assignment, (ii) the Company
is furnished with written notice of (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred
or assigned, (iii) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state
securities laws, and (iv) such transfer shall have been made in accordance with the applicable requirements of this Warrant. The transferee, by acceptance of the transfer of any registration
rights hereunder, acknowledges that it takes such rights subject to the terms and conditions hereof. Upon any transfer of less than all of its Registrable Securities, the Holder retains registration
rights with respect to Registrable Securities held by it. 


        (f)    Exercise of Registration Rights.    Notwithstanding anything to the contrary contained herein, the Holder
agrees not to exercise any of its registration rights set forth in this Appendix C at any time that it is able to sell all of its Registrable
Securities under Rule 144 of the Securities Act in a single transaction without exceeding the volume limitations or being subject to the notification requirements thereunder. 


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Exhibit 4.04