STOCK PLAN, (B) SHARES OF
COMMON STOCK ISSUED OR DEEMED TO BE ISSUED BY THE COMPANY UPON THE CONVERSION,
EXCHANGE OR EXERCISE OF ANY RIGHT, OPTION, OBLIGATION OR SECURITY OUTSTANDING ON
THE DATE PRIOR TO DATE OF THE NOTE AND WARRANT PURCHASE AGREEMENT, PROVIDED THAT
THE TERMS OF SUCH RIGHT, OPTION, OBLIGATION OR SECURITY ARE NOT AMENDED OR
OTHERWISE MODIFIED ON OR AFTER THE DATE OF THE NOTE AND WARRANT PURCHASE
AGREEMENT, AND PROVIDED THAT THE CONVERSION PRICE, EXCHANGE PRICE, EXERCISE
PRICE OR OTHER PURCHASE PRICE IS NOT REDUCED, ADJUSTED OR OTHERWISE MODIFIED AND
THE NUMBER OF SHARES OF COMMON STOCK ISSUED OR ISSUABLE IS NOT INCREASED
(WHETHER BY OPERATION OF, OR IN ACCORDANCE WITH, THE RELEVANT GOVERNING
DOCUMENTS OR OTHERWISE) ON OR AFTER THE DATE OF THE NOTE AND WARRANT PURCHASE
AGREEMENT,
AND (C) THE SHARES OF COMMON STOCK ISSUED OR DEEMED TO BE ISSUED BY
THE COMPANY UPON CONVERSION OF THE CONVERTIBLE DEBENTURES OR EXERCISE OF THE
DEFAULT WARRANTS (AS DEFINED IN THE NOTE AND WARRANT PURCHASE AGREEMENT).
(VII)
"EXPIRATION DATE" MEANS THE DATE THAT IS THE THIRD (3D)
ANNIVERSARY DATE OF THE ISSUANCE DATE.
(VIII)
"ISSUANCE DATE" MEANS JUNE 15, 2007.
(IX)
"OPTIONS" MEANS ANY RIGHTS, WARRANTS OR OPTIONS TO SUBSCRIBE FOR
OR PURCHASE COMMON STOCK OR OTHER SECURITIES CONVERTIBLE INTO, OR EXERCISABLE OR
EXCHANGEABLE FOR, COMMON STOCK.
(X)
"PERSON" MEANS AN INDIVIDUAL, A LIMITED LIABILITY COMPANY, A
PARTNERSHIP, A JOINT VENTURE, A CORPORATION, A TRUST, AN UNINCORPORATED
ORGANIZATION AND A GOVERNMENT OR ANY DEPARTMENT OR AGENCY THEREOF.
(XI)
"PRIMARY MARKET" MEANS ON ANY OF (A) THE AMERICAN STOCK EXCHANGE,
(B) NEW YORK STOCK EXCHANGE, (C) THE NASDAQ GLOBAL MARKET, (D) THE NASDAQ
CAPITAL MARKET, OR (E) THE NASDAQ OTC BULLETIN BOARD ("OTCBB")
(XII)
"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED.
(XIII)
"WARRANT" MEANS THIS WARRANT AND ALL WARRANTS ISSUED IN EXCHANGE,
TRANSFER OR REPLACEMENT THEREOF.
(XIV)
"WARRANT EXERCISE PRICE" SHALL BE $0.50 OR AS SUBSEQUENTLY ADJUSTED
AS PROVIDED IN SECTION 8 HEREOF.
(XV)
"WARRANT SHARE" MEANS A SHARE OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT.
(C)
OTHER DEFINITIONAL PROVISIONS.
(I)
EXCEPT AS OTHERWISE SPECIFIED HEREIN, ALL REFERENCES HEREIN
(A) TO THE COMPANY SHALL BE DEEMED TO INCLUDE THE COMPANY'S SUCCESSORS AND
(B) TO ANY APPLICABLE LAW DEFINED OR REFERRED TO HEREIN SHALL BE DEEMED
REFERENCES TO SUCH APPLICABLE LAW AS THE SAME MAY HAVE BEEN OR MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME.
(II)
WHEN USED IN THIS WARRANT, THE WORDS "HEREIN", "HEREOF", AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT, SHALL REFER TO THIS WARRANT AS A WHOLE
AND NOT TO ANY PROVISION OF THIS WARRANT, AND THE WORDS "SECTION", "SCHEDULE",
AND "EXHIBIT" SHALL REFER TO SECTIONS OF, AND SCHEDULES AND EXHIBITS TO, THIS
WARRANT UNLESS OTHERWISE SPECIFIED.
(III)
WHENEVER THE CONTEXT SO REQUIRES, THE NEUTER GENDER INCLUDES THE
MASCULINE OR FEMININE, AND THE SINGULAR NUMBER INCLUDES THE PLURAL, AND VICE
VERSA.
SECTION 2.
EXERCISE OF WARRANT.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THIS WARRANT MAY