means, with respect to each Vested Share, the earlier of (a) the fifth anniversary of the date such share became a Vested Share and (b) March 31, 2015.

2.             Vesting of Warrant Shares .

(a)           The provisions of Sections 2.4.1, 2.4.2 and 2.4.6 of the Merger Agreement (as defined below) (including, without limitation, any references therein to Exhibits to the Merger Agreement) are hereby incorporated by reference to this Warrant and made and integral part hereof.  Any breach by the Company of the provisions of Section 2.4.2 of the Merger Agreement (as incorporated by reference to this Warrant), shall be deemed and constitute a breach by the Company of the provisions of this Warrant.  When used herein “Merger Agreement” means that certain Agreement and Plan of Merger dated February 8, 2005, by and among the Company, BNX Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company, Binax, Inc., a Delaware corporation ( “Binax” ), certain Principal Stockholders of Binax, and Piasio in his capacity as Stockholder Representative, which provides for the merger of Binax with and into Merger Sub, the resulting entity to be a wholly-owned subsidiary of the Company.

(b)           Upon its issuance, this Warrant shall not be exercisable or vested with respect to any Warrant Shares.  This Warrant shall vest and become exercisable with respect to 25,000 Warrant Shares (up to an aggregate of 75,000 Warrant Shares) upon each occurrence of a Vesting Event (as such shares may be adjusted pursuant to the provisions of Section 6 hereof).  A “Vesting Event” shall occur upon the completion of a First Commercial Sale with respect to a Product (which First Commercial Sale must occur prior to the expiration of the Commercialization Period).  For purposes of clarity, a Vesting Event shall occur only once for a particular Product, regardless of how many times that Product may be altered, improved, redesigned, repackaged or reintroduced.  Warrant Shares with respect to which this Warrant becomes vested and exercisable in accordance with the terms hereof are referred to herein as “Vested Shares.”

For example, in the event that a First Commercial Sale is completed with respect to two Products during the Commercialization Product, and no First Commercial Sale is completed with respect to a third Product during the Commercialization Period, then, (i) 25,000 Warrant Shares shall vest and become Vested Shares on the date of the completion of the First Commercial Sale with respect to the first Product, (ii) 25,000 additional Warrant Shares shall become exercisable on the date of the completion of the First Commercial Sale with respect to the second Product, and (iii) with respect to the remaining 25,000 Warrant Shares, this Warrant shall expire and be of no further force and effect upon expiration of the Commercialization Period.

(c)           Notwithstanding anything to the contrary contained in this Warrant, the Company shall have the right, in its sole and absolute discretion, to terminate the R&D Activities (and, consequently, the applicability of the provisions of Section 2.4.2 of the Merger Agreement) with respect to any one or more Products during the Commercialization Period; provided, however, that for purposes of the vesting of the Warrant Shares hereunder, any such termination shall be deemed a Vesting Event for such Product or Products.

3.             Effect of Termination of Employment .

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(a)           In the event that during the Initial Term (as defined in the Employment Agreement), the Employment Agreement and the employment relationship created thereby are terminated (i) by the Company without Cause (as defined in the Employment Agreement), or (ii) by Piasio in accordance with Section 4(c)(iii) because of a material breach by the Company, the vesting under this Warrant shall accelerate such that all Warrant Shares that as of the date of such termination have not become Vested Shares, shall immediately vest and become Vested Shares for all purposes hereunder.

(b)           In the event that during the Initial Term, the employment of Roger Piasio with the Company is terminated because of his death or is terminated by the Company because of his Disability (as defined in the Employment Agreement), this Warrant shall remain in full force and effect and shall continue to vest subject to the terms and conditions thereof.

(c)           In the event that during the Initial Term, the employment of Roger Piasio with the Company is terminated under any circumstances not described in Sections 3(a) or 3(b) hereof, this Warrant shall terminate and be of no further force or effect with respect to any Warrant Shares which have not become Vested Shares prior to the date of such termination.

4.             Exercise .

(a)           This Warrant may be exercised by the Registered Holder with respect to all or any part of the Vested Shares, at any time prior to the Expiration Date applicable to such Vested Shares, by surrendering this Warrant with the Purchase Form attached as Exhibit A hereto duly executed by the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, as provided in Section 4(b) hereof, of the aggregate Exercise Price payable in respect of the number of Vested Shares purchased upon such exercise.

(b)           The aggregate Exercise Price may be paid, at the election of the Registered Holder (i) by cash (including by wire transfer of immediately available funds to an account designated by the Company) or certified or bank check in lawful money of the United States, or (ii) by exercise of the “net issuance” right described below in this Section 4(b) ( “Net Issuance” ).  If the Registered Holder elects the Net Issuance method, the Company will issue Warrant Shares to the Registered Holder upon exercise of this Warrant in accordance with the following formula:

X =  Y(A-B)

A

Where:                                                          X = the number of Warrant Shares that shall be issued to the Registered Holder.

                                                                                                Y = the number of Vested Shares requested to be purchased under this Warrant.

                                                                                                A = the current fair market value of one (1) share of Common Stock at the time of issuance of such Warrant Shares.

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                                                                                                B = the Exercise Price in effect at the time of exercise.

For purposes of the above calculation, current fair market value of each share of Common Stock shall be determined as follows: (i) if the Common Stock is traded on the American Stock Exchange or another national securities exchange, the fair market value shall be deemed to be the average of the closing prices of the Common Stock over the 10 trading day period ending immediately prior to the day as of which the current fair market value of the Common Stock is being determined; or (ii) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices of the Common Stock quoted on the NASDAQ System (or similar system) over the 10 trading day period ending immediately prior to the day as of which the current fair market value of the securities is being determined; or (iii) if at any time the Common Stock is not listed on any national securities exchange or quoted in the NASDAQ System (or similar system) or the over-the-counter market, the current fair market value of the Common Stock shall be as determined in good faith by the Board of Directors of the Company.  The Net Issuance method may only be used with respect to exercise of this Warrant if the current fair market value of one share of the Common Stock at the time of issuance of the Warrant Shares is greater than the Exercise Price then in effect.

(c)           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 and the Purchase Form shall have been surrendered to the Company as provided in Section 4(b) hereof.  At such time, the person or persons in whose name or names any certificate(s) for Warrant Shares shall be issuable upon such exercise as provided in Section 4(d) hereof, shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

(d)           As soon as practicable after each exercise of this Warrant, and in any event within 30 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof, as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise, and (ii) in case such exercise is in part only (whether because not all Warrant Shares have become Vested Shares, or because this Warrant is exercised only with respect to a portion of the Vested Shares, or otherwise), a new Warrant evidencing the number of Warrant Shares remaining unexercised.

(e)           To the extent not all Vested Shares are exercised prior to the Expiration Date applicable to such Vested Shares, and if the then fair market value of one share of the Common Stock is greater than the Exercise Price then in effect, this Warrant shall be deemed automatically exercised with respect to all such Vested Shares pursuant to the Net Issuance method as provided in Section 4(b) hereof (even if not surrendered) immediately before the Expiration Date applicable to such Vested Shares.  For purposes of such automatic Net Issuance exercise, the fair market value of one share of Common Stock shall be determined pursuant to the Net Issuance provisions of Section 4(b) hereof.  To the extent this Warrant is deemed automatically exercised pursuant to this Section 4(e), the Company shall promptly notify the Registered Holder of the number of Warrant Shares that the Registered Holder is to receive by reason of such automatic exercise.

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5.             Rule 144 .  With a view to making available the benefits of certain rules and regulations of the Securities and Exchange Commission (the “SEC” ) which may at any time permit the sale of the Warrant Shares to the public without registration, the Company agrees to use its commercially reasonable best efforts to:

(a)           make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act” );

(b)           file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act” ); and

(c)           furnish to the Registered Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as the Registered Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing the Registered Holder to sell any Warrant Shares without registration.

6.             Adjustments .

(a)           If outstanding shares of 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 Exercise 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 the Common Stock shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased.  When any adjustment is required to be made in the Exercise Price pursuant to this Section 6(a), 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 Warrant Shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

(b)           If there shall occur any capital reorganization or reclassification of the Common Stock (other than a change in par value or a subdivision or combination as provided for in Section 6(a) above), then, as part of any such reorganization or reclassification, lawful provision shall be made so that the Registered Holder 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 the Registered Holder would have been entitled to receive if, immediately prior to any such reorganization or reclassification, the Registered 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 by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holders such that the provisions set forth in this Section 6 (including provisions with respect to adjustment of the Exercise Price) shall thereafter

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be applicable, in as nearly equivalent a manner as may be practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise this Warrant.

(c)           If there shall be a merger or consolidation of the Company with or into another corporation (other than a merger or reorganization involving only a change in the state of incorporation of the Company or the acquisition by the Company of other businesses where the Company survives as a going concern), or the sale of all or substantially all of the Company’s capital stock or assets to any other person, then as a part of such transaction, provision shall be made so that the Registered Holder shall thereafter be entitled to receive the number of shares of stock or other securities or pro