AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK

“Closing Sales Price” means the closing sales price of the Common Stock, as quoted on the principal securities exchange on which the Common Stock is listed for trading, or if not so listed, the average of the closing bid and asked prices for Common Stock quoted on the national market or other quotation system on which Common Stock is admitted for trading, each as published in The Wall Street Journal (Western edition) or, if such prices are not published in The Wall Street Journal (Western edition), as reported by the applicable authority or association governing trading of the Common Stock.

The “Determination Date” of Fair Market Value will be the date indicated on the Notice of Exercise; provided, however, that if the Company does not receive the Notice of Exercise within five business days of the date indicated as the Determination Date thereon, the Determination Date will be the date the Company receives such Notice of Exercise.

The “Fair Market Value” of one share of Common Stock will have the following meanings: (i) if the Common Stock is listed for trading on a national securities exchange or admitted for trading on a national market or other quotation system, then the Fair Market Value of Common Stock will be deemed to be the average Closing Sales Price for the five (5) Trading Days immediately preceding, but not including, the Determination Date or (ii) if the Common Stock is not listed for trading on a national securities exchange or admitted for trading on a national market or other quotation system, then the Fair Market Value of Common Stock will be deemed to be the fair market value of Common Stock as determined in good faith from time to time by the Company's board of directors or a committee thereof (the “Board of Directors”) as of the Determination Date, and receipt and acknowledgment of this Warrant by the Holder will be deemed to be an acknowledgment and acceptance of any such determination by the Board of Directors as the final and binding determination of such Fair Market Value for purposes of Section 2(b) hereof.

“Trading Day” means, as applied to any class of stock, any day on which the exchange or market which is the primary market for the stock, is open for the trading of securities generally and with respect to which information regarding the sale of securities included therein, or with respect to which sales information is reported, is generally available.”

Cash Exercise. The purchase right for the Warrant Amount represented by this Warrant may be exercised during the Exercise Period by the Holder, in whole or in part, by the surrender of this Warrant (with a duly executed Notice of Exercise in the form attached hereto) at the principal executive offices of the Company (as set forth in Section 16 below) (or at such other location as the parties may separately agree in writing) and by payment to the Company, by check or wire transfer, of an amount equal to the then applicable Warrant Price per share multiplied by the number of shares of Common Stock then being purchased. This Warrant or any part thereof surrendered in the exercise of the rights thereby evidenced shall thereupon be cancelled by the Company and retired, and the portion of the Warrant that is not exercised shall remain subject to the Warrant.

Net-Issue Exercise. In lieu of exercising this Warrant pursuant to Section 2(a) above, the Holder may elect to exercise this Warrant for the Warrant Amount, in whole or in part, on a net-issue basis by electing to surrender a number of Warrant Shares equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender of this Warrant (with a duly executed Notice of Exercise designating the Holder's election to exercise on a net-issue basis), at the principal executive offices of the Company (or at such other location as the parties may separately agree in writing). The Notice of Exercise shall be properly marked to indicate (i) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (ii) the number of Warrant Shares being surrendered in payment of the Warrant Price for the number of Warrant Shares in respect of which this Warrant is then being exercised in connection with such net-issue exercise, calculated as of the Determination Date and (iii) the number of Warrant Shares which remain subject to this Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b)); provided, however, that the aggregate number of Warrant Shares delivered or surrendered pursuant to (i) and (ii) above shall remain subject to the limitations of the Warrant Amount. In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), the Company will issue to the Holder the number of Warrant Shares determined in accordance with the following formula:

“X” is the number of Warrant Shares to be issued to the Holder in connection with such net-issue exercise;

“Y” is the number of Warrant Shares to be exercised, subject to the limitations of the Warrant Amount;

“A” is the Fair Market Value of one share of Common Stock; and

“B” is the Warrant Price in effect as of the date of such net-issue exercise.

Deemed Issuance. Upon such surrender of this Warrant, delivery of the Notice of Exercise and, in the case of a cash exercise pursuant to Section 2(a) above, payment of the Warrant Price, the Company shall at a closing no later than thirty (30) days after expiration of the Exercise Period, issue and cause certificates for the number of full Warrant Shares so purchased upon the exercise of this Warrant to be issued, in the name of, and delivered to, the Holder, or as such Holder may direct (subject to the terms of transfer contained herein and upon payment by such Holder of any applicable transfer taxes), together with a check or cash in respect of any fractional shares otherwise deliverable upon such exercise, as provided in Section 2(b) above. Such certificates shall be deemed to have been issued as of the date of the surrender of this Warrant and payment of the Warrant Price (payment of such Warrant Price shall be deemed satisfied by use of the net-issue exercise procedures in Section 2(b) above).

Warrant Exercisable in Whole or in Part. The rights of purchase represented by this Warrant shall be exercisable, at the election of the Holder, either in full or in part. This Warrant or any part thereof surrendered in the exercise of the rights thereby evidenced shall thereupon be cancelled by the Company and retired. The Company shall promptly provide to each Holder of the Warrants any Notice of Election that it receives from the other Holder.”