1.1         Exercise Period.

1.2        Except as restricted as set forth in Section 1.3 below, Holder may exercise this Bridge Warrant, in whole or in part, at any time and from time to time commencing October 21, 2005 and prior to 5:00 p.m. (central standard time) on July 18, 2010 (the “Expiration Date”);

1.3         Procedure for Exercising Bridge Warrant.

    (a)                      This Bridge Warrant will be deemed to have been exercised at such time as the Company has received all of the following items (the “Exercise Date”):

    (i)         A completed Exercise Agreement, in substantially the form set forth in Exhibit A hereto and as described in Section 1.4 below, executed by the person exercising all or part of the purchase rights represented by this Bridge Warrant (the “Purchaser”);

     (ii)        This Bridge Warrant;

    (iii)         If this Bridge Warrant is not registered in the name of the Purchaser, an Assignment in the form set forth in Exhibit B , evidencing the assignment of this Bridge Warrant to the Purchaser and the consent of the Company thereto; and

    (iv)         A check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Common Stock being purchased upon such exercise.

    (v)         In the case of a “Conversion Right” pursuant to Section 2.3 herein, the “Exercise Date” shall be the date the Company receives the notice of conversion or the date specified by Holder in the notice of conversion.

    (b)               Certificates representing shares of Common Stock purchased upon exercise of this Bridge Warrant will be delivered by the Company to the Purchaser within 10 days after the Exercise Date. Unless this Bridge Warrant has expired or all of the purchase rights represented hereby have been exercised, Company will prepare a new Bridge Warrant, substantially identical hereto, representing the rights formerly represented by this Bridge Warrant which have not expired or been exercised. The Company will deliver such new Bridge Warrant to the person designated to receive it in the Exercise Agreement.

    (c)               The Common Stock issuable upon the exercise of this Bridge Warrant will be deemed to have been issued to the Purchaser on the Exercise Date, and the Purchaser will be deemed for all purposes to have become the record holder of such Common Stock on the Exercise Date.

    (d)               The issuance of certificates for shares of Common Stock upon exercise of this Bridge Warrant will be made without charge to the Holder or the Purchaser for any issuance tax in respect thereof or any other cost incurred by the Company in connection with such exercise and the related issuance of shares.

    1.4         Exercise Agreement . The Exercise Agreement will be substantially in the form set forth in Exhibit A hereto, except that if the shares of Common Stock are not to be issued in the name of the Holder, the Exercise Agreement will also state the name of the person to whom the certificates representing the shares of Common Stock are to be issued, and if the number of shares of Common Stock to be issued does not include all the shares of Common Stock purchasable hereunder, it will also state the name of the person to whom a new Bridge Warrant for the unexercised portion of the rights hereunder is to be delivered.

    1.5         Fractional Shares . The Company is not required to issue any fraction of a share of Common Stock upon exercise of this Bridge Warrant.

    1.6         Securities Acts Compliance . As a condition to its delivery of the certificates representing the Common Stock, the Company may require the Purchaser to deliver to the Company, in writing, representations regarding the Purchaser’s sophistication, accredited investor status (as defined in Rule 501 of Regulation D promulgated by the U.S. Securities and Exchange Commission), investment intent, acquisition for his, her or its own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering, and Company may place conspicuously upon each certificate representing the Common Stock a legend restricting the assignment, transfer or other disposition of the shares of Common Stock, unless such shares have been registered or qualified under the Act and applicable blue sky laws or there has been delivered to the Company an opinion of counsel, satisfactory to the Company, to the effect that such registration and qualification is not required.

    2.1         Subdivision or Combination of Shares . If the Company at any time subdivides its outstanding shares of Common Stock into a greater number of shares (including a stock split effected as a stock dividend) or combines its outstanding shares of Common Stock into a lesser number of shares, the number of shares issuable upon exercise of this Bridge Warrant will be adjusted to such number as is obtained by multiplying the number of shares issuable upon exercise of this Bridge Warrant immediately prior to such subdivision or combination by a fraction, the numerator of which is the aggregate number of shares of Common Stock outstanding immediately after giving effect to such subdivision or combination and the denominator of which is the aggregate number of shares of Common Stock outstanding immediately prior to such subdivision or combination, and the Exercise Price will be correspondingly adjusted to such amount as will, when multiplied by the number of shares issuable upon full exercise of this Bridge Warrant (as increased or decreased to reflect each subdivision or combination of outstanding shares of Common Stock, as the case may be), equal the product of the Exercise Price in effect immediately prior to such subdivision or combination multiplied by the number of shares issuable upon exercise of this Bridge Warrant immediately prior to such subdivision or combination.

    2.2                Effect of Sale, Merger or Consolidation . If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of the Company’s assets to another corporation, is effected after the date hereof in such a way that holders of Common Stock will be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision will be made whereby the Holder will thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in this Bridge Warrant and in lieu of the shares immediately theretofore purchasable and receivable upon the exercise of this Bridge Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Bridge Warrant, and in any such case appropriate provision will be made with respect to the rights and interests of the Holder to the end that the provisions of this Bridge Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares issuable upon the exercise of this Bridge Warrant) will thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Bridge Warrant. The Company will not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets assumes, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchase.

    2.3         Conversion Right . The Holder shall have the right (the “Conversion Right”) to convert this Warrant into shares of the Company’s Common Stock as provided in this Section 2.3 if, but only if, at any time after April 18, 2006 and prior to the Expiration Date, there is no effective registration statement (including a current prospectus) registering the issuance or resale of the Common Stock issued or issuable upon exercise of this Bridge Warrant.

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