David Loev Warrant Agreement


    
      

    

    Exhibit 10.17

     

    
 

    DATA
      CALL TECHNOLOGIES, INC.

    


    WARRANT
      AGREEMENT

    


    Date:
      January 2, 2007 

    


    


    To
      Whom
      It May Concern:

    


    DATA
      CALL TECHNOLOGIES, INC.
      (the
“Company”), for value received, hereby agrees to issue common stock purchase
      warrants entitling DAVID
      M. LOEV, or
      his
      assigns (“Holder”
      or “Warrant Holder”) to purchase an aggregate of 1,000,000 shares of the
      Company’s common stock (“Common Stock”). Such warrant is evidenced by a warrant
      certificate in the form attached hereto as Schedule 1 (such instrument being
      hereinafter referred to as a “Warrant,” and such Warrant and all instruments
      hereafter issued in replacement, substitution, combination or subdivision
      thereof being hereinafter collectively referred to as the “Warrant”). The
      Warrant is issued to Holder in consideration for legal services rendered to
      the
      Company. The number of shares of Common Stock purchasable upon exercise of
      the
      Warrant is subject to adjustment as provided in Section 5 below. The Warrant
      will be exercisable by the Warrant Holder (as defined below) as to all or any
      lesser number of shares of Common Stock covered thereby, at an initial purchase
      price of US $0.10 per share (the “Purchase Price”), subject to adjustment as
      provided in Section 5 below, for the exercise period defined in Section 3(a)
      below. 

    


    
      	 	
              1.

            	
              Representations
                and Warranties.

            


    

    


    The
      Company represents and warrants to you as follows:

    


    
      	
              (a)

            	
               Corporate
                and Other Action.
                The Company has all requisite power and authority (corporate and
                other),
                and has taken all necessary corporate action, to authorize, execute,
                deliver and perform this Warrant Agreement, to execute, issue, sell
                and
                deliver the Warrant and a certificate or certificates evidencing
                the
                Warrant, to authorize and reserve for issue and, upon payment from
                time to
                time of the Purchase Price, to issue, sell and deliver, the shares
                of the
                Common Stock issuable upon exercise of the Warrant (“Shares”), and to
                perform all of its obligations under this Warrant Agreement and the
                Warrant. The Shares, when issued in accordance with this Warrant
                Agreement, will be duly authorized and validly issued and outstanding,
                fully paid and nonassessable and free of all liens, claims, encumbrances
                and preemptive rights. This Warrant Agreement and, when issued, each
                Warrant issued pursuant hereto, has been or will be duly executed
                and
                delivered by the Company and is or will be a legal, valid and binding
                agreement of the Company, enforceable in accordance with its terms.
                No
                authorization, approval, consent or other order of any governmental
                entity, regulatory authority or other third party is required for
                such
                authorization, execution, delivery, performance, issue or
                sale.

               

            


    

     

    
 

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              (b)

            	
              No
                Violation.
                The execution and delivery of this Warrant Agreement, the consummation
                of
                the transactions herein contemplated and the compliance with the
                terms and
                provisions of this Warrant Agreement and of the Warrant will not
                conflict
                with, or result in a breach of, or constitute a default or an event
                permitting acceleration under, any statute, the Articles of Incorporation
                or Bylaws of the Company or any indenture, mortgage, deed of trust,
                note,
                bank loan, credit agreement, franchise, license, lease, permit, or
                any
                other agreement, understanding, instrument, judgment, decree, order,
                statute, rule or regulation to which the Company is a party or by
                which it
                is bound.

            


    

    


    
      	 	
              2.

            	
              Transfer.

            


    

    


    
      	
              (a)

            	
              Transferability
                of Warrant.
                The Warrant Holder agrees that the Warrant is being acquired as an
                investment and not with a view to distribution thereof and that;
                the
                Warrant may not be transferred, sold, assigned or hypothecated except
                as
                provided herein. The Warrant Holder further acknowledges that the
                Warrant
                may not be transferred, sold, assigned or hypothecated unless pursuant
                to
                a registration statement that has become effective under the Securities
                Act of 1933, as amended (the “Act”), setting forth the terms of such
                offering and other pertinent data with respect thereto, or unless
                the
                Warrant Holder has provided the Company with an acceptable opinion
                from
                acceptable counsel that such registration is not required. Certificates
                representing the Warrant shall bear an appropriate legend. Notwithstanding
                the foregoing, any request to transfer the Warrant must be accompanied
                by
                the Form of Assignment and Transfer attached hereto as Schedule 2
                executed
                by the Warrant Holder.

            
	 	 
	
              (b)

            	
              Registration
                of Shares.
                You agree not to make any sale or other disposition of the Shares
                except
                pursuant to a registration statement which has become effective under
                the
                Act, setting forth the terms of such offering, the underwriting discount
                and commissions and any other pertinent data with respect thereto,
                unless
                you have provided the Company with an acceptable opinion of counsel
                acceptable to the Company that such registration is not required.
                Certificates representing the Shares, which are not registered as
                provided
                in this Section 2, shall bear an appropriate legend and be subject
                to a
                “stop-transfer” order.

            


    

    


    
      	 	
              3.

            	
              Exercise
                of Warrant, Partial Exercise.

            


    

    


    
      	
              (a)

            	
              Exercise
                Period.
                This Warrant shall expire and all rights hereunder shall be extinguished
                three (3) years from the date first written above.

            
	 	 
	
              (b)

            	
              Exercise
                in Full.
                Subject to Section 3(a), a Warrant may be exercised in full by the
                Warrant
                Holder by surrender of the Warrant, with the Form of Subscription
                attached
                hereto as Schedule 3 executed by such Warrant Holder, to the Company,
                accompanied by payment as determined by 3(d) below, in the amount
                obtained
                by multiplying the number of Shares represented by the respective
                Warrant
                by the Purchase Price per share (after giving effect to any adjustments
                as
                provided in Section 5 below).

               

            


    


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              (c)

            	
              Partial
                Exercise.
                Subject to Section 3(a), each Warrant may be exercised in part by
                the
                Warrant Holder by surrender of the Warrant, with the Form of Subscription
                attached hereto as Schedule 3 at the end thereof duly executed by
                such
                Warrant Holder, in the manner and at the place provided in Section
                3(b)
                above, accompanied by payment as determined by 3(d) below, in amount
                obtained by multiplying the number of Shares designated by the Warrant
                Holder in the Form of Subscription attached hereto as Schedule 3
                to the
                Warrant by the Purchase Price per share (after giving effect to any
                adjustments as provided in Section 5 below). Upon any such partial
                exercise, the Company at its expense will forthwith issue and deliver
                to
                or upon the order of the Warrant Holder a new Warrant of like tenor,
                in
                the name of the Warrant Holder subject to Section 2(a), calling in
                the
                aggregate for the purchase of the number of Shares equal to the number
                of
                such Shares called for on the face of the respective Warrant (after
                giving
                effect to any adjustment herein as provided in Section 5 below) minus
                the
                number of such Shares designated by the Warrant Holder in the
                aforementioned form of
                subscription.

            


    

    


    
      	
              (d)
                

            	
              Payment
                of Purchase Price.
                The Purchase Price may be made by any of the following or a combination
                thereof, at the election of the Warrant Holder:


            


    

     

    
      	
              (i)

            	
               In
                cash; by wire transfer; by certified or cashier’s check, or money order;
                or

            
	 	 
	
              (ii)  

            	
              By
                delivery to the Company of an exercise notice that requests the Company
                to
                issue to the Warrant Holder the
                full number of shares as to which the Warrant is then
                exercisable, less the number of shares that have
                an aggregate Fair Market Value, as determined by the Board in
                its sole
                discretion at the time of exercise, equal to the aggregate
                purchase price of the shares to which such exercise relates. 
                (This method of exercise allows the Warrant Holder to use a portion
                of the shares issuable at the time of exercise as payment for the
                shares to which the Warrant relates and is often referred to as a
                "cashless exercise." For example, if the Warrant Holder elects to
                exercise
                1,000 shares at an exercise price of $0.25 and the current Fair
                Market Value of the shares on the date of exercise is $1.00,
                the Warrant Holder can use 250 of the 1,000 shares at $1.00 per share
                to pay for the exercise of the entire Warrant (250 x $1.00 =
                $250.00) and receive only the remaining 750
                shares).

            


    

     

    For
      purposes of this section, "Fair Market Value” shall be defined as the average
      closing price of the Common Stock (if actual sales price information on any
      trading day is not available, the closing bid price shall be used) for the
      five
      trading days prior to the date of exercise of this Warrant (the “Average Closing
      Bid Price”), as reported by the National Association of Securities Dealers
      Automated Quotation System (“NASDAQ”), or if the Common Stock is not traded on
      NASDAQ, the Average Closing Bid Price in the over-the-counter market; provided,
      however, that if the Common Stock is listed on a stock exchange, the Fair Market
      Value shall be the Average Closing Bid Price on such exchange; and, provided
      further, that if the Common Stock is not quoted or listed by any organization,
      the fair value of the Common Stock, as determined by the Board of Directors
      of
      the Company, whose determination shall be conclusive, shall be used).  In
      no event shall the Fair Market Value of any share of Common Stock be less than
      its par value.

     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    


    
      	
              4.

            	
              Delivery
                of Stock Certificates on Exercise.

            
	 	
              Any
                exercise of the Warrant pursuant to Section 3 shall be deemed to
                have been
                effected immediately prior to the close of business on the date on
                which
                the Warrant together with the Form of Subscription and the payment
                for the
                aggregate Purchase Price shall have been received by the Company.
                At such
                time, the person or persons in whose name or names any certificate
                or
                certificates representing the Shares or Other Securities (as defined
                below) shall be issuable upon such exercise shall be deemed to have
                become
                the holder or holders of record of the Shares or Other Securities
                so
                purchased. As soon as practicable after the exercise of any Warrant
                in
                full or in part, and in any event within Ten (10) business days
                thereafter, the Company at its expense (including the payment by
                it of any
                applicable issue taxes) will cause to be issued in the name of, and
                delivered to the purchasing Warrant Holder, a certificate or certificates
                representing the number of fully paid and nonassessable shares of
                Common
                Stock or Other Securities to which such Warrant Holder shall be entitled
                upon such exercise, plus in lieu of any fractional share to which
                such
                Warrant Holder would otherwise be entitled, cash in an amount determined
                pursuant to Section 5(e). The term “Other Securities” refers to any stock
                (other than Common Stock), other securities or assets (including
                cash) of
                the Company or any other person (corporate or otherwise) which the
                Warrant
                Holder at any time shall be entitled to receive, or shall have received,
                upon the exercise of the Warrant, in lieu of or in addition to Common
                Stock, or which at any time shall be issuable or shall have been
                issued in
                exchange for or in replacement of Common Stock or Other Securities
                pursuant to Section 5 below or otherwise.

            
	 	 


    

    


    
      	 	
              5.

            	
              Adjustment
                of Purchase Price and Number of Shares
                Purchasable.

            


    

    


    The
      Purchase Price and the number of Shares are subject to adjustment from time
      to
      time as set forth in this Section 5.

    


    
      	
              (a)

            	
              In
                case the Company shall at any time after the date of this Warrant
                Agreement (i) declare a dividend on the Common Stock in shares of
                its
                capital stock, (ii) subdivide the outstanding Common Stock, (iii)
                combine
                the outstanding Common Stock into a smaller number of Common Stock,
                or
                (iv) issue any shares of its capital stock by reclassification of
                the
                Common Stock (including any such reclassification in connection with
                a
                consolidation or merger in which the Company is the continuing
                corporation), then in each case the Purchase Price, and the number
                and
                kind of Shares receivable upon exercise, in effect at the time of
                the
                record date for such dividend or of the effective date 
                of
                  such subdivision, combination, or reclassification shall be
                  proportionately adjusted so that the holder of any Warrant exercised
                  after
                  such time shall be entitled to receive the aggregate number and
                  kind of
                  Shares which, if such Warrant had been exercised immediately prior
                  to such
                  record date, he would have owned upon such exercise and been entitled
                  to
                  receive by virtue of such dividend, subdivision, combination, or
                  reclassification. Such adjustment shall be made successively whenever
                  any
                  event listed above shall
                  occur.

              

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
           

           

        

      

    

    
      	
              (b)

            	
              No
                adjustment in the Purchase Price shall be required if such adjustment
                is
                less than US $0.01; provided,
                however,
                that any adjustments which by reason of this subsection (b) are not
                required to be made shall be carried forward and taken into account
                in any
                subsequent adjustment. All calculations under this Section 5 shall
                be made
                to the nearest cent or to the nearest one-thousandth of a share,
                as the
                case may be.

            
	 	 
	
              (c)

            	
              Upon
                each adjustment of the Purchase Price as a result of the calculations
                made
                in subsection (a) of this Section 5, the Warrant outstanding prior
                to the
                making of the adjustment in the Purchase Price shall thereafter evidence
                the right to purchase, at the adjusted Purchase Price, that number
                of
                Shares (calculated to the nearest thousandth) obtained by (i) multiplying
                the number of Shares purchasable upon exercise of the Warrant immediately
                prior to adjustment of the number of Shares by the Purchase Price
                in
                effect prior to adjustment of the Purchase Price and (ii) dividing
                the
                product so obtained by the Purchase Price in effect immediately after
                such
                adjustment of the Purchase Price.

            


    

    


    
      	 	
              6.

            	
              Further
                Covenants of the Company.

            


    

    


    
      	
              (a)

            	
              Dilution
                or Impairments.
                The Company will not, by amendment of its certificate of incorporation
                or
                through any reorganization, transfer of assets, consolidation, merger
                or
                dissolution, avoid or seek to avoid the observance or performance
                of any
                of the terms of the Warrant or of this Warrant Agreement, but will
                at all
                times in good faith assist in the carrying out of all such terms
                and in
                the taking of all such action as may be necessary or appropriate
                in order
                to protect the rights of the Warrant Holder against dilution or other
                impairment. Without limiting the generality of the foregoing, the
                Company:

            


    

    


    
      	
              (i)

            	
              shall
                at all times reserve and keep available, solely for issuance and
                delivery
                upon the exercise of the Warrant, all shares of Common Stock (or
                Other
                Securities) from time to time issuable upon the exercise of the Warrant
                and shall take all necessary actions to ensure that the par value
                per
                share, if any, of the Common Stock (or Other Securities) is at all
                times
                equal to or less than the then effective Purchase Price per share;
                and

            
	 	 
	
              (ii)

            	
              will
                take all such action as may be necessary or appropriate in order
                that the
                Company may validly and legally issue fully paid and nonassessable
                shares
                of 
                Common
                  Stock or Other Securities upon the exercise of the Warrant from
                  time to
                  time outstanding.

              

            
	 	
               

            


    

    


    
      	
              (b)

            	
              Title
                to Stock.
                All Shares delivered upon the exercise of the Warrant shall be validly
                issued, fully paid and nonassessable; each Warrant Holder shall,
                upon such
                delivery, receive good and marketable title to the Shares, free and
                clear
                of all voting and other trust arrangements, liens, encumbrances,
                equities
                and claims whatsoever; and the Company shall have paid all taxes,
                if any,
                in respect of the issuance thereof.

            
	 	 
	
              (c)

            	
              Exchange
                of Warrant.
                Subject to Section 2(a) hereof, upon surrender for exchange of any
                Warrant
                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 or like
                tenor, in
                the name of such holder, calling in the aggregate for the purchase
                of the
                number of Shares called for on the face of the Warrant surrendered.
                The
                Warrant and all rights thereunder are not transferable in whole or
                in part
                upon the books of the Company.

            
	 	 
	
              (d)

            	
              Replacement
                of Warrant.
                Upon receipt of evidence reasonably satisfactory to the Company of
                the
                loss, theft, destruction or mutilation of any 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 such
                Warrant, the Company, at the expense of the Warrant Holder, will
                execute
                and deliver, in lieu thereof, a new Warrant of like
                tenor.

            
	 	 
	
              (e)

            	
              Fractional
                Shares.
                No fractional Shares are to be issued upon the exercise of any Warrant,
                but the Company shall round any fraction of a share to the nearest
                whole
                Share.

            


    

    


    
      	 	
              7.

            	
              Miscellaneous.

            


    

    


    All
      notices, certificates and other communications from or at the request of the
      Company to any Warrant Holder shall be mailed by first class, registered or
      certified mail, postage prepaid, to such address as may have been furnished
      to
      the Company in writing by such Warrant Holder, or, until an address is so
      furnished, to the address of the last holder of such Warrant who has so
      furnished an address to the Company, except as otherwise provided herein. This
      Warrant Agreement and any of the terms hereof may be changed, waived, discharged
      or terminated only by an instrument in writing signed by the party against
      which
      enforcement of such change, waiver, discharge or termination is sought. This
      Warrant Agreement shall be construed and enforced in accordance with and
      governed by the laws of the State of Texas. The headings in this Warrant
      Agreement are for purposes of reference only and shall not limit or otherwise
      affect any of the terms hereof. This Warrant Agreement, together with the forms
      of instruments annexed hereto as schedules, constitutes the full and complete
      agreement of the parties hereto with respect to the subject matter hereof.
      For
      purposes of this Warrant Agreement, a faxed signature shall constitute an
      original signature.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant Agreement to be executed
      on
      this 2nd day of January 2007, in Houston, Texas, by its proper corporate
      officers, thereunto duly authorized.

    


    


    DATA
      CALL TECHNOLOGIES, INC.

    


    


    By
/s/
      James Ammons

    James
      Ammons, 

           
      Chief
      Executive Officer

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    SCHEDULE 1

    


    WARRANT

    


    THIS
      WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN
      REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), IN
      RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4
      OF
      SUCH ACT AND REGULATION S PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES
      LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THIS WARRANT MAY NOT
      BE
      EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT
      OR
      AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS WARRANT MUST BE ACQUIRED
      FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANT
      NOR
      THE UNDERLYING STOCK MAY BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
      OF REGULATION S AND OTHER LAWS OR PURSUANT TO REGISTRATION UNDER THE ACT OR
      AN
      AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THIS
      WARRANT OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE CONDUCTED
      UNLESS IN COMPLIANCE WITH THE ACT.

    


     

    To
      Purchase 1,000,000 Shares

    of
      Common
      Stock

    DATA
      CALL TECHNOLOGIES, INC.

    


    


    This
      certifies that, for value received, the hereafter named registered owner is
      entitled, subject to the terms and conditions of this Warrant, until the
      expiration date, to purchase the number of shares (the “Shares”) set forth above
      of the common stock (“Common Stock”), of DATA CALL TECHNOLOGIES, INC. (the
“Company”) from the Company at the purchase price per share hereafter set forth
      below, on delivery of this Warrant to the Company with the exercise form duly
      executed and payment of the purchase price (in cash or by certified or bank
      cashier’s check payable to the order of the Company) for each Share purchased.
      This Warrant is subject to the terms of the Warrant Agreement between the
      parties thereto dated as of January 2, 2007, the terms of which are hereby
      incorporated herein. Reference is hereby made to such Warrant Agreement for
      a
      further statement of the rights of the holder of this Warrant, including, but
      not limited to the expiration dates of this Warrant as described in Section
      3 of
      the Warrant Agreement.

    


    Registered
      Owner:         David
      M. Loev   

     

     Date:                              
      January
      2, 2007 

    


    Purchase
      Price

    Per
      Share:                     
  US
      $0.10

    


    Expiration
      Date:            
January
      2, 2010, 5:00 p.m. Central Standard Time.

    


    WITNESS
      the signature of the Company’s authorized officer:

    


    DATA
      CALL TECHNOLOGIES, INC.

    


    


    


    By  
      /s/ James Ammons

      
      James
      Ammons, 

      
      Chief Executive Officer

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    SCHEDULE 2

    


    FORM
      OF ASSIGNMENT AND TRANSFER

    


    


    For
      value
      received, the undersigned hereby sells, assigns and transfers unto
      __________________________________ the right represented by the enclosed Warrant
      to purchase _________________ shares of Common Stock of DATA CALL TECHNOLOGIES,
      INC. to which the enclosed Warrant relates, and appoints     
      Attorney
      to transfer such right on the books of DATA CALL TECHNOLOGIES, INC. with full
      power of substitution in the premises.

    


    The
      undersigned represents and warrants that the transfer of the enclosed Warrant
      is
      permitted by the terms of the Warrant Agreement pursuant to which the enclosed
      Warrant has been issued, and the transferee hereof, by his, her or its
      acceptance of this Agreement, represents and warrants that he, she or it is
      familiar with the terms of said Warrant Agreement and agrees to be bound by
      the
      terms thereof with the same force and effect as if a signatory
      thereto.

    


    Dated:______________

    


    


    ____________________________________________

    (Signature
      must conform in all respects to name of holder

    as
      specified on the face of the enclosed Warrant)

     

    ____________________________________________

    (Printed
      Name)

    


    ____________________________________________

    (Address)

    


    Signed
      in
      the presence of:

    


    ____________________________________

     

    
 

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

                SCHEDULE
      3

    FORM
      OF SUBSCRIPTION

                                          
      (To
      be
      signed only upon exercise of Warrant)

    


    


    To
      DATA
      CALL TECHNOLOGIES, INC.:

    


    The
      undersigned, the holder of the enclosed Warrant, hereby irrevocably elects
      to
      exercise the purchase right represented by such Warrant for, and to purchase
      thereunder, ______________ *
      shares
      of Common Stock of DATA CALL TECHNOLOGIES, INC. and herewith makes payment
      of US
      $_______________(or elects to pay for the exercise in shares of common stock
      pursuant to Section 3(d)(ii) of the Warrant Agreement as evidenced by the
      calculation below by checking this box o),
      and
      requests that the certificate or certificates for such shares be issued in
      the
      name of and delivered to the undersigned.

    


    Dated:______________

    ____________________________________________

    (Signature
      must conform in all respects to name of holder

    as
      specified on the face of the enclosed Warrant)

    


    ____________________________________________

    (Printed
      Name)

    


    ____________________________________________

    (Address)

    


    
      	
              (*)

            	
              Insert
                here the number of shares called for on the face of the Warrant or,
                in the
                case of a partial exercise, the portion thereof as to which the Warrant
                is
                being exercised, in either case without making any adjustment for
                additional Common Stock or any other stock or other securities or
                property
                which, pursuant to the adjustment provisions of the Warrant Agreement
                pursuant to which the Warrant was granted, may be delivered upon
                exercise.

            


    

    


    


    Calculation
      pursuant to Section 3(d)(ii) of the Warrant Agreement

    


    
      	
              ________________
                = 

            	
               Total
                Shares Exercised

            
	 	 
	
              ________________
                = 

            	
              Purchase
                Price (as
                defined and adjusted in the Warrant Agreement)

            
	 	 
	
              ________________
                = 

            	
               Fair
                Market Value
                -
                the
                average closing price of the Common Stock (if actual sales price
                information on any trading day is not available, the closing bid
                price
                shall be used) for the five trading days prior to the date of exercise
                of
                this Warrant (the “Average Closing Bid Price”), as reported by the
                National Association of Securities Dealers Automated Quotation System
                (“NASDAQ”), or if the Common Stock is not traded on NASDAQ, the Average
                Closing Bid Price in the over-the-counter market; provided, however,
                that
                if the Common Stock is listed on a stock exchange, the Fair Market
                Value
                shall be the Average Closing Bid Price on such exchange; and, provided
                further, that if the Common Stock is not quoted or listed by any
                organization, the fair value of the Common Stock, as determined by
                the
                Board of Directors of the Company, whose determination shall be
                conclusive, shall be used).  In no event shall the Fair Market Value
                of any share of Common Stock be less than its par
                value.

            


    

      

    


    


              
      Total
      Shares Exercised x Purchase Price

    _____________
      =         Shares to be Issued
 =  Total Shares
      Exercised           
-------------------------------------------------- 

                     
      Fair Market Value