Warrant to Purchase Common Stock between Marco Hi-Tech J.V., Ltd. and Brown Brothers Harriman & Co.

 Exhibit 4.2 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS. THIS WARRANT IS ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH HEREIN. MARCO HI-TECH J.V. LTD. WARRANT TO PURCHASE COMMON STOCK This certifies that, for good and valuable consideration, MARCO HI-TECH J.V., LTD., a New York corporation (the "Company"), grants to BROWN BROTHERS HARRIMAN & CO or its assigns (the "Warrantholder"), the right to subscribe for and purchase from the Company (subject to adjustment pursuant to Section 6) validly issued, fully paid and nonassessable shares in the amount set forth below (the "Warrant Shares") of the Company's Common Stock, $.01 par value (the "Common Stock") at a purchase price per share of $1,829.27 (subject to adjustment pursuant to Section 6) (the "Exercise Price"), at any time and from time to time, beginning on the date of issuance of this Warrant and ending at 5:00 PM Eastern time on the date which is seven (7) years from the date of issuance of this Warrant (the "Expiration Date" ), all subject to the terms, conditions and adjustments herein set forth. Number of Shares: 41 Name of Warrantholder: BROWN BROTHERS HARRIMAN & CO. 1. DURATION AND EXERCISE OF WARRANT: Limitation on Exercise: Payment of Taxes. 1.1 DURATION AND EXERCISE OF WARRANT. Subject to the terms and conditions set forth herein, this Warrant may be exercised, in whole or in part (but subject to the vesting provision in Section 1.1(c)), by the Warrantholder by: (a) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day prior to the Expiration Date: and the delivery of payment to the Company; (i) by cash or by certified or bank cashier's check, or (ii) by cancellation by the Warrantholder of indebtedness of 1  the Company to the Warrantholder under the Loan Facility, in an amount equal to the Exercise Price for the number of Warrant Shares specified in the Exercise Form, or by a combination of subsections (i) and (ii). The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid (or as provided in Section 1.2 below). (b) The Warrantholder's right to exercise this Warrant shall vest as follows: Number of Warrant Shares Vesting Date ------------------------ ------------ 14 Fully vested 14 January 15, 2000 13 January 15, 2001 In the event that the Warrantholder terminates the Loan Facility "without cause" prior to January 15, 2001, the unvested portion of this Warrant shall be forfeited. Such a forfeiture shall not, under any circumstances, invalidate, modify or otherwise adversely affect that portion of this Warrant which theretofore has vested. For purposes of this Section 1.1(b), "without cause" shall mean a termination of the Loan Facility by the Warrantholder, and a demand by the Warrantholder for payment in full thereon, for reasons other than (i) a default by the Company under the Loan Facility, or (ii) a material adverse change in the financial condition of the Company as determined by the Warrantholder. With the exception of the foregoing, there are no other conditions or limitations on the vesting of this Warrant or the Warrantholder's rights to exercise this Warrant for the full amount of the Warrant Shares. (c) Notwithstanding anything to the contrary herein, the Vesting Period shall automatically accelerate, and this Warrant shall be fully vested, in the Warrantholder upon the first to occur of any of the following events prior to the expiration of the Vesting Period: (i) A merger or consolidation of the Company in which the Company is not the surviving corporation; (ii) a sale of all or substantially all of the assets of the Company; (iii) an initial public offering by the Company or any of its Securities; or (iv) the repayment of all or substantially all of the Loan Facility for a reason other than a termination of the Loan Facility by the Warrantholder "without cause". 1.2 CONVERSION RIGHT. (a) in lieu of the payment of the Exercise Price, the Warrantholder shall have the right (but not the obligation), to require the Company to convert this Warrant, in whole or in part, into shares of Common Stock (the "Conversion 2  Right") as provided for in this Section 1.2. Upon exercise of the Conversion Right, the Company shall deliver to the Warrantholder (without payment by the Warrantholder of any of the Exercise Price; provided, however, that the Warrantholder shall be required to pay the par value for any shares of common stock so delivered) that number of shares of common stock equal to the quotient obtained by dividing (i) the value of this Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price in effect immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value for the shares of Common Stock issuable upon exercise of this Warrant immediately prior to the exercise of the Conversion Right) by (ii) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Warrantholder on any Business Day prior to the Expiration Date by delivering this Warrant Certificate, with a duly executed Exercise Form with the conversion section completed to the Company, exercising the Conversion right and specifying .the total number of shares of Common Stock the Warrantholder will be issued pursuant to such conversion. (c) Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (i) If the Common Stock is listed on a national Securities exchange, the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the national Securities exchange on which the Common Stock is listed or admitted for trading on the last ten Business Days prior to the Determination Date, or if not listed or traded on any such exchange, then the Fair Market Value shall be the average of the last ten "daily sales prices" of the Common Stock on the National Market or Small Cap Market of the National Association of Securities Dealers Automated Quotations System (NASDAQ") on the last ten (10) business days prior to the Determination Date. The "daily sales price" shall be the closing price of the Common Stock at the end of each day; or (ii) If the Common Stock is not so listed or admitted to unlisted trading privileges or if no such sales is made on at least nine of such days, then the Fair Market Value shall be the "Fair Value" (as defined in Section 10) per Share. Where the term "Fair Market Value" is used in reference to Securities other than Common Stock (as is the case in Section 6.2(f)), all reference to Common Stock in this Section 1.2 (c) shall be read to mean such Securities. 1.3 LIMITATIONS ON EXERCISE. Notwithstanding anything to the contrary herein, this Warrant may be exercised only upon the delivery to the Company of the duly executed Exercise Form. 3  1.4 WARRANT SHARES CERTIFICATE. A Stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder within 10 Business Days after receipt of the Exercise Form and receipt of payment of the purchase price if the Conversion Right is not exercised. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. 1.5 PAYMENT OF TAXES. The issuance of certificates for Warrant Shares shall be made without charge to the Warrantholder for any stock transfer or other issuance tax in respect thereto; PROVIDED, HOWEVER, that the Warrantholder shall be required to pay any and all taxes which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of then Warrantholder as reflected upon the books of the Company. 1.6 DIVISIBILITY OF WARRANT; TRANSFER OF WARRANT. (a) Subject to the provisions of this Section 1.6, this Warrant may be divided upon surrender at the principle office of the Company, without charge to any Warrantholder. Upon such division, this Warrants may be transferred of record as the then Warrantholder may specify without charge to such Warrantholder (other than any applicable taxes.) In addition, the Warrantholder shall also have the right to transfer this Warrant in its entirety to any person or entity. (b) Upon surrender of this Warrant to the Company with a duly executed Form of Assignment and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant or Warrants of like tenor in the name of the assignee named in such Form. of Assignment, and this Warrant shall promptly be canceled. The term "Warrant" as used in this Agreement shall be deemed to include any Warrants issued in substitution or exchange for this Warrant. 2. RESTRICTIONS ON TRANSFER; RESTRICTIVE LEGENDS. Except as otherwise permitted by this Section 2, each Warrant shall (and each Warrant issued upon direct or indirect transfer or in substitution for any Warrant pursuant to Section 1.6 or Section 4 shall) be stamped or otherwise imprinted with a legend in substantially the following form: THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURI'11ES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS. 4  Except as otherwise permitted by this Section 2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS. Notwithstanding the foregoing, the Warrantholder may require the Company to issue a Warrant or a stock certificate for Warrant Shares, in each case without a legend, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act; or (ii) the Warrantholder has delivered to the Company an opinion of legal counsel, which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company's counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be. 3. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE COMPANY. The Company represents, warrants, covenants and agrees as follows: (a) All Warrant Shares which are issued upon the exercise of this Warrant will, upon issuance, be validly issued, fully paid, and nonassessable, not subject to any preemptive rights, and free from all taxes, liens, security interests, charges, and other encumbrances with respect to the issue thereof, other than taxes with respect to any transfer occurring contemporaneously with such issue. (b) During the period within which this Warrant may be exercised, the Company will at all times have authorized and reserved, and will keep available free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. (c) During the period within which this Warrant may be exercised, the Company will not take any action that would cause the Exercise Price to be less than the par value of the Warrant Shares. (d) During the period within which this Warrant may be exercised, the Company will deliver to the Warrantholder (i) within 120 days after the end of each fiscal year of the Company, the Company's annual audited financial statements and (ii) as soon as practicable after the end of each calendar quarter, and in any event within forty-five (45) days thereafter, management 5  prepared financial statements of the Company. This covenant shall survive the exercise of this Warrant, but shall expire upon the Company's initial public offering. (e) The Company has been duly incorporated and organized and is validly existing as a corporation in good standing under the laws of the State of New York and has, as of the date hereof, all requisite corporate power and authority to own its properties and conduct its business as presently conducted, and to execute and deliver this Warrant and Warrant Shares and the Registration Rights Agreement. The Company is duly qualified as a foreign corporation for the transaction of business, and is in good standing, under the laws of each of the jurisdiction in which the Company conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing will not have a material adverse effect on the Company. Attached hereto as Schedule 5(e), are correct and complete copies of the Certificate of Incorporation, Bylaws and Stockholders' Agreement of the Company, in each case as in effect on this date. (f) The authorized Capital Stock of the Company consists of 30,000 shares of Common Stock, $.01 par value per share (of which 41 shares are reserved and available upon the exercise of this Warrants and the other options issued by the Company as set forth in Schedule 3(f) hereto). As of the date hereof, 4,000 shares of Common Stock are issued and outstanding. All such issued and outstanding shares of Capital Stock of the Company have been duly authorized, validly issued and outstanding, and are fully paid and nonassessable. Schedule 3(f) sets forth: (i) a list of all record owners of shares of Capital Stock of the Company, and the number and kind of shares of Capital Stock held by each such record owner; (ii) a list of all record owners of options, warrants or other rights to purchase or acquire shares of Capital Stock of the Company, and the number of options and warrants held by each such record owner, (iii) a list of all voting trusts, voting agreements, proxies or other agreements, instruments or understandings with respect to the voting of the Capital Stock of the Company to which the Company is a party, and (iv) a list of all agreements or understandings granting to any Person any right to cause the Company to effect the registration under the Securities Act of any shares of its Capital Stock. Except as set forth in Schedule 3(f) there are no other agreements, commitments or obligations to issue Capital Stock of the Company, or options, warrants or other rights to purchase or acquire Capital Stock of the Company. (g) The Company has taken all corporate action necessary to authorize its execution and delivery of this Warrant, the Registration Rights Agreement and the Co-Sale Agreement and its performance of its obligations thereunder. Both this Warrant and the Registration Rights Agreement have been executed and delivered by an officer of the Company in accordance with such authorization. The Warrant, Registration Rights Agreement and Co-Sale Agreement constitute the valid and binding obligation of the Company, enforceable by the Warrantholder against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting enforcement of creditors' rights generally. (h) The execution and delivery of this Warrant and the Registration Rights Agreement by the Company and the Warrantholder, and the issuance sale of the Warrant Shares, will not result in a breach or violation of any of the terms or 6  provisions of or constitute a default under. the Certificate of Incorporation or By-laws of the Company, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound, any statute or law of which the Company or any of its properties are subject, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties. Except as set forth in SCHEDULE 3(h), no consent, approval, authorization, order, registration, or qualification of or with any such court, governmental agency, or person or entity, is required for the execution and delivery, or the performance by the Company, of this Warrant or the Registration Rights Agreement. (i) Neither the execution of this Warrant nor the issuance of the Warrant Shares will violate or cause to be effective any preemptive right, right of first refusal, anti-dilution right or similar right of any person or entity unless same have been duly waived. (j) The execution and delivery of this Warrant, and/or the issuance and sale of the Warrant Shares will not result in any adjustment to the conversion price or exercise price of, or number of shares of the Capital Stock of the Company issuable under, any shares of the Company's Capital Stock or Convertible Securities. (k) There are no restrictions on the transferability of this Warrant or the Warrant Shares except as imposed by applicable federal and state Securities laws. (1) There are no agreements or understandings granting to any person or entity any right to cause the Company to effect the registration of any shares of its Capital Stock under the 1933 Securities Act other than the Registration Rights Agreement. The Company is not a party to any agreement containing provisions or granting registration rights other than the rights granted by it to the Holders in the Registration Rights Agreement. (m) The Company shall not by any action including, without limitation, amending its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of Securities or any other action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Warrantholder against impairment. Without limiting the generality of the foregoing, the Company will (i) take all such action as may be reasonably necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein upon the exercise of this Warrant; and (ii) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be reasonably necessary to enable the Company to perform its obligations under this Warrant. (n) The issuance of this Warrant is exempt from registration under applicable federal and state Securities laws. 7  4. LOSS OR DESTRUCTION OF WARRANT. Subject to the terms and conditions hereof, upon receipt by the Company of evidence reasonably satisfactorily to it of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, upon delivery of such bond or indemnification as the Company may reasonably require, and, in the case of such mutilation, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor and terms. 5. OWNERSHIP OF WARRANT. The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Warrant for registration of transfer. 6. ADJUSTMENTS TO THE WARRANT AND THE WARRANT SHARES. 6.1 ADJUSTMENT OF NUMBER OF SHARES PURCHASEABLE AND EXERCISE PRICE. Subject to the provisions of this Section 6, the Exercise Price and the number and type of shares of Common Stock issuable upon exercise of this Warrant shall be subject to adjustment at any time prior to the Expiration Date. (a) ADJUSTMENT OF EXERCISE PRICE. In the event the Company shall issue, sell, or distribute any shares of Common Stock (including any Common Stock deemed issued under 6.2(a) but excluding any Common Stock issued under Section 6.2(b)) for a consideration per share less than the greater of: (i) the Exercise Price in effect immediately prior to such issuance, sale, or distribution; or (ii) the Fair Market Value of Common Stock, as determined pursuant to Section 1.2(c), in effect immediately prior to the time of such issue or sale, then, forthwith upon such issue or sale, the Exercise Price shall be reduced to the lower of the prices calculated by: (i) dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price, plus (y) the aggregate consideration, if any, received by the Company upon such issue or sale, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; and (ii) multiplying the then existing Exercise Price by a fraction, the numerator of which is the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the Fair Market Value per share of Common Stock immediately prior to such issue or sale, plus (y) the cash consideration received by the Company upon such issue or sale, and the denominator of which is the total number of shares. of Common Stock outstanding immediately after such issue or sale times the Fair Market Value per share of Common Stock immediately prior to such issue or sale. 8  For purposes of this subsection (a), the date as of which the Fair Market Value per share of Common Stock shall be computed shall be the earlier of the dates on which the Company shall have (i) entered into a fine contract for the issuance of such shares or (ii) issued such shares. (b) ADJUSTMENT OF NUMBER OF SHARES PURCHASABLE. Upon any adjustment of the Exercise Price as provided in this Section 6.1 or in Section 6.2, the Warrantholder shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock (rounded up to the nearest whole share obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable hereunder immediately prior to such adjustment and dividing the product thereof by- the Exercise Price resulting from such adjustment. (c) MINIMUM ADJUSTMENT. In the event any adjustment of the Exercise Price pursuant to this Section shall result in an adjustment of less than $.01 per share of Common Stock, no such adjustment shall be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to $.01 or more per share of Common Stock; provided, however, upon any adjustment of the Exercise Price resulting from (i) the declaration of a dividend upon, or the making of any distribution in respect of, any stock of the Company payable in Common Stock or Convertible Securities; or (ii) the reclassification be subdivision, combination or otherwise, of the Common Stock into a greater or smaller number of shares, the foregoing figure of $.01 per share (or such figure as last adjusted) shall be proportionately adjusted and PROVIDED, FURTHER, upon the exercise of this Warrant, the Company shall make all necessary adjustments (to the nearest cent) not theretofore made to the Exercise Price up to and including the date upon which this Warrant is exercised. 6.2 PROVISIONS APPLICABLE TO SECTION 6.1. For purposes of Section 6.1, the following subsections (a) through (j), inclusive, shall be applicable: (a) OPTIONS, OTHER RIGHTS OR CONVERTIBLE SECURITIES. (1) ISSUANCE. In case at any time the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any options or Securities, or shall in any manner issue or sell Convertible Securities, whether or not such rights or options or rights to convert or exchange any such Convertible Securities are immediately exercisable, and the consideration per share (as determined under subsection 6.2 (f)) for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities shall be less than (i) the Exercise Price in effect immediately prior to the time of the granting of such rights or options or such Convertible Securities, or (ii) the Fair Market Value per share of Common Stock immediately prior to the time of the granting of such rights or options or such Convertible Securities, then the maximum amount of such 9  Convertible Securities shall be deemed to be outstanding and to have been issued for such consideration per share. No further adjustments under Section 6.1 shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of options or rights or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities if adjustments pursuant to this Section 6.2(a) (1), and Section 6.1, have been made previously in respect of the grant of such options or rights, or in respect of issuance or sale of such Convertible Securities, except as otherwise provided in subsection (2) below. For purposes of this subsection (1), the date as of which the Fair Market Value per share of Common Stock shall be computed shall be the earlier of the dates on which the Company shall have (i) entered into a firm contrast for the issuance of such rights or other options; or (ii) issued such rights or other options. (2) READJUSTMENT OF EXERCISE PRICE. In the event (i) the purchase price per share provided for in any rights, options, or Convertible Securities referred to in subsection (1) above, (ii) the number of shares of Convertible Securities that would be delivered under such rights, options or Convertible Securities; (iii) the additional consideration, if any, payable upon exercise of such rights or options or the conversion or exchange of such Convertible Securities, or (iv) the rate at which any Convertible Securities above are convertible into or exchangeable for Common Stock, in any case, shall change, the` Exercise Price in effect at the time of such event shall forthwith be adjusted or readjusted to give effect to the Exercise Price which would have been in effect at such time had such rights, options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option or right not exercised, or the termination of any such unexercised right to convert or exchange Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such right, option or convertible Security never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. No readjustment of the Exercise Price pursuant to this subsection (2) shall have the effect of increasing the Exercise Price by an amount in excess of the adjustment initially made to the Exercise Price in respect to the issue, sale, grant or assumption of the applicable options, rights or Convertible Securities. (b) SPLITS AND COMBINATIONS. In case the Company shall at any time subdivide any of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced and, conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased. 10  (c) REORGANIZATION, RECLASSIFICATION, RECAPITALIZATION, CONSOLIDATION, MERGER OR SALE. In the case of any capital reorganization or reclassification or recapitalization of the Capital Stock of the Company (other than that referred to in Section 6.2(b)), or in the case of the consolidation or merger of the Company with or into another corporation, or in the case of the sale or transfer of all or substantially all of the property of the Company, upon the exercise of this Warrant or any portion thereof (in lieu of or in addition to the number of shares of Common Stock theretofore deliverable, as appropriate) the amount of stock, Other Securities, cash, or property which the Warrantholder would have received had it exercised this Warrant or such portion thereof immediately prior to such reorganization, recapitalization or reclassification of Capital Stock, consolidation merger, or sale, shall be delivered to the Warrantholder, and the aggregate Exercise Price shall remain unchanged. Prior to and as a condition of the consummation of any transaction described in the preceding sentence, the Company shall make equitable, written adjustments in the application of the provisions set forth herein with respect to the rights and interests of the Warrantholder so that the provisions set forth herein shall thereafter be applicable, in a manner as similar as possible to the methods used herein, to any share of stock or other Securities or other property thereafter deliverable upon exercise of this Warrant, which adjustments are satisfactory to the Warrantholder. Any such adjustment shall be made by and set forth in a supplemental agreement between the Company and the successor entity, which agreement shall bind such entity, shall be accompanied by an opinion of counsel as to the enforceability of such agreement, and shall be approved by the Warrantholder. (d) PURCHASE OF COMMON STOCK BY THE COMPANY. If the Company at any time while this Warrant is outstanding shall directly or indirectly through a Subsidiary or otherwise, purchase, redeem or otherwise acquire any shares of Common Stock at a price per share greater than the Fair Market Value then in effect, then the Exercise Price upon each such purchase, redemption or acquisition shall be adjusted to that price determined by multiplying such Exercise Price by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such purchase, redemption or acquisition minus the number of shares of Common Stock which the aggregate consideration for the total number of shares of Common Stock so purchased, redeemed or acquired would purchase at the Fair Market Value then in effect; and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such purchase, redemption or acquisition. For the purposes of this Section 6.2(d), the date as of which the Fair Market Value shall be computed shall be the date of actual purchase, redemption or acquisition of such Common Stock. For the purposes of this Section 6.2(d) a purchase, redemption or acquisition of a Convertible Security shall be deemed to be a purchase of the underlying Common Stock, and the computation herein required shall be made on the basis of the full exercise, conversion or exchange of such Convertible Security on the date as of which such computation is required hereby to be made, whether or not such Convertible Security is actually exercisable, convertible or exchangeable on such date. (e) OTHER DILUTIVE EVENTS. In case any event shall occur as to which the other provisions of this Section 6 are not applicable strictly, (e.g. a rights 11  offering by a Subsidiary or parent of the Company) but with respect to which the failure to make any adjustment would not protect fairly the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, if requested by the Warrantholder in writing following the inability of the Company and the Warrantholder to agree on an appropriate adjustment, a fine of independent public accountants of recognized national standing, shall be selected and paid in accordance with Section 6.6(a), which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in this Section 6, necessary to preserve, without dilution, the purchase rights represented by the Warrant. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holder of this Warrant and shall make the adjustments described therein. (f) DETERMINATION OF CONSIDERATION. For purposes of this Section 6, the consideration, received by the Company for the issue, sale, grant or assumption of additional shares of Common Stock, rights, options or Convertible Securities, irrespective of the accounting treatment of such consideration, shall be valued as follows: (1) CASH PAYMENT. In case of cash, the net amount received by the Company after deduction of any accrued interest, dividends, or any expenses paid or incurred or any underwriting commissions or concessions paid or allowed by the Company; (2) SECURITIES OR OTHER PROPERTY. In the case of Securities or other property, as of the date immediately preceding such issue, sale, grant or assumption, the Fair Value thereof; (3) ALLOCATION RELATED TO COMMON STOCK. In the event additional shares of Common Stock are issued or sold together with Other Securities or the assets of the Company for a consideration which covers both, the consideration received (computed as provided in (1) and (2) above) shall be allocable to such additional shares of Common Stock as determined in good faith by the Board of Directors of the Company (except as otherwise provided in (4) below); (4) ALLOCATION RELATED TO OPTIONS. Other Rights and Convertible Securities. In case any options or the rights to purchase any shares of Common Stock or Convertible Securities shall be issued or sold together with other Securities or other assets of the Company, in one transaction such that no specific consideration is allocated to the rights or options, such rights, options or Convertible Securities shall be deemed to have been issued without consideration; (5) DIVIDENDS IN SECURITIES. In case the Company shall declare a dividend or make any other distribution upon any stock of the Company payable, in either case, in Common Stock or Convertible Securities, such Common Stock or Convertible Securities, as the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration; 12  (6) WARRANTS. OPTIONS. OTHER RIGHTS AND CONVERTIBLE SECURITIES. The price per share for which shares of Common Stock are issuable upon the exercise of rights or options to purchase any shares of Common Stock or upon conversion or exchange of Convertible Securities shall be determined by dividing (1) the sum of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options or the issuance of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of such rights or options, or, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the conversion or exchange thereof, in each case after deducting any accrued interest, dividends or any expenses paid or incurred or any underwriting commissions or concessions paid or allowed by the Company by; (ii) the maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities; and (7) MERGER CONSOLIDATION OR SALE OF ASSETS. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase such Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the Fair Value of such portions of the assets and business of the acquired corporation as shall be attributed (in the determination of Fair Value) to such Common Stock, Convertible Securities, rights or options, as the case may be. In the event of any merger or consolidation of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other Securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or Securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the Fair Value on the date of such transaction of such stock of Securities of the other corporation, and if any such calculation results in adjustment of the Exercise Price, the determination of the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such merger, consolidation or sale, for the purposes of subsection (c) of this Section 6.2, shall be made after giving effect to such adjustment of the Exercise Price. (g) RECORD DATE. In case the Company shall take a record of the holders of the Common Stock for the purpose of entitling them to receive a dividend or other distribution payable in Common Stock or Convertible Securities, then all references in this Section 6 to the date of the issue or sale of the shares of Common Stock deemed to be issued or sold pursuant to the declaration of such dividend or making of such other distribution or to the date of the granting of such right of subscription or purchase, as the case may be, shall be deemed to be references to such record date. (h) SHARES OUTSTANDING. The number of shares of Common Stock deemed to be outstanding at any given time shall not include: (i) shares of Common Stock in the treasury of the Company or any subsidiary; and (ii) the Warrant shares not purchased, but shall include (x) all shares of Common Stock ultimately issuable 13  pursuant to convertible Securities of the Company then outstanding. (y) the number of shares of Common Stock issuable upon the exercise of outstanding options and warrants, and (z) any other class of Common Stock hereafter issued by the Company. (i) MAXIMUM EXERCISE PRICE. At no time shall the Exercise Price per share of Common Stock issuable upon exercise of this Warrant exceed the Exercise Price specified on the cover of this Warrant except as provided in subsection (b) or (c) of this Section 6.2. (j} APPLICATION. Except as otherwise provided herein, all subsections of this Section 6.2 are intended to operate independently of one another. If an event occurs that requires the application of more than one subsection, all applicable subsections shall be given independent effect. 6.3 DILUTION IN CASE OF DISTRIBUTION OF INDEBTEDNESS, DIVIDENDS OR ASSETS. In the event the Company shall fix a record date for making to all holders of its Common Stock a distribution of evidence of its indebtedness, Securities (other than shares of Common Stock) whether issued by the Company or not, property, rights, assets (including all cash dividends or other cash distributions whether payable out of earnings or out of surplus legally available for dividends under the laws of the jurisdiction governing the Company or otherwise), or any other thing of value, then the Warrantholder shall be entitled to receive, subject to applicable law, upon exercise of this Warrant, that portion of such distribution to which it would have been entitled had the Warrantholder exercised its Warrant immediately prior to the date of such distribution. At the time it fixes the record date for such distribution, the Company shall allocate sufficient reserves to ensure the timely and full performance of the provisions of this Section 6.3. 6.4 RIGHTS OFFERING. In the event the Company shall effect an offering of Common Stock pro rata among its stockholders, the Warrantholder shall be entitled, subject to applicable law, to elect to participate in each and every such offering; provided, however, that the Warrantholder shall exercise this Warrant as a condition precedent to its participation in such offering. In the event that such offering is applicable by its terms solely to accredited investors, the Warrantholder shall be an accredited investor. The Company shall promptly (but in any case no later than ten (10) Business Days prior to such rights offering) mail by first class, postage prepaid, to the Warrantholder, notice that such rights offering will take place. The Warrantholder's rights under this Section 6.4 shall survive the exercise of this Warrant. 6.5 NO ADJUSTMENTS UNDER CERTAIN CIRCUMSTANCES. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Exercise Price in case of: (a) the issuance of shares of Common Stock upon the exercise in whole or part of any of this Warrant or any other warrants issued on or prior to the date hereof; (b) the issuance of shares of Common Stock pursuant to a rights offering in which the holder hereof elects to participate under the provisions of Section 6.4. 14  6.6 NOTICES OF ADJUSTMENTS AND OF EXTRAORDINARY CORPORATE EVENTS. (a) ADJUSTMENTS TO EXERCISE PRICE. Whenever the Exercise Price or Warrant Share Number shall be adjusted pursuant to Section 6 (each an "adjustment"), the Company shall cause its Chief Financial Officer to prepare and execute a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated (including a description of the basis on which the board made any determination hereunder), and the Exercise Price and Warrant Share number after giving effect to such adjustment, and shall cause copies of such certificate to be delivered to the Warrantholder promptly after each adjustment. Any dispute between the Company and the Warrantholder with respect to the matters set forth in such certificate may at the option of the Warrantholder be submitted to a firm of independent public accountants of recognized national standing selected by the Warrantholder, provided that the Company shall have ten (10) days after receipt of notice from such Warrantholder of its selection of such firm to object thereto, in which case such Warrantholder shall select another such firm and the Company shall have no such right of objection. The firm selected by the Warrantholder as provided in the preceding sentence shall be instructed to deliver a written opinion as to such matters to the Company and such Warrantholder within thirty days after submission to it of such dispute. Such opinion shall be final and binding on the parties hereto. The fees and expenses of such accounting firm shall be paid equally by the Company and the Warrantholder, unless such accounting firm is the Company's regular outside auditors, in which case the Company shall pay all such fees and expenses. (b) EXTRAORDINARY CORPORATE EVENTS. In case the Company after the date hereof shall propose to (i) distribute any dividend (whether stock or cash or otherwise) to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, or (iii) effect any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock), any capital reorganization, any consolidation or merger (other than a merger in which no distribution of Securities or other property is to be made to holders of shares of Common Stock), any sale, transfer or other disposition of all or substantially all of its property, assets and business, or the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall mail to each Warrantholder notice of such proposed action, which notice shall specify the date on which (a) the books of the Company shall close, or (b) a record shall be taken for determining the holders of Common Stock entitled to receive such stock dividends or other distribution or such rights or options, or (c) such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution or winding up shall take place or commence, as the case may be, and the date, if any, as to which it is expected that holders of record or Common Stock shall be entitled to receive Securities or other property deliverable upon such action. Such notice shall be mailed in the case of any action covered by clause (1) or (ii) above at least ten (10) days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, or in the case of any action covered by clause (iii) above at least thirty (30) days prior to the date upon which such action takes place and twenty (20) days prior to any record date to 15  determine holders of Common Stock entitled to receive such Securities or other property. (c) EFFECT OF FAILURE. Failure to file any certificate or notice or to mail any notice, or any defect in any certificate or notice pursuant to this Section 6.6 shall not affect the legality or validity of the adjustment of the Exercise Price, the number of shares purchasable upon exercise of this Warrant, or any transaction giving rise thereto. 7. REGISTRATION RIGHTS AND CO-SALE AGREEMENT. The Warrantholder shall be entitled, with respect to (i) its Warrant Shares and other Securities issued or issuable upon exercise of this Warrant and (ii) any Securities issued or issuable with respect to any Common Stock or other Securities referred to in subdivision by way of stock dividend or stock split or in connection with a combination or other reorganization or otherwise, to the rights set forth in the Registration Rights Agreement and Co-Sale Agreement. The Warrantholder's rights pursuant to the Registration Rights Agreement and the Co-Sale Agreement shall be automatically assigned to transferees or assignees of this Warrant or such securities, in accordance with the terms thereof. 8. AMENDMENTS. Any provision of this Warrant (including registration rights to which the Warrantholder is entitled pursuant to Section 7) may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Warrantholders who hold a majority in interest of the Warrant Shares. Any amendment or waiver effected in accordance with this Section 8 shall be binding upon each Warrantholder and the Company. 9. EXPIRATION OF THIS WARRANT. Except with respect to Section 7, the obligations of the Company pursuant to this Warrant shall terminate on the Expiration Date. 10. DEFINITIONS. As used herein, unless the context otherwise requires, the following terms have the following respective meanings: AFFILIATE: of any person or entity means any other person or entity directly or indirectly controlling, controlled by or under direct or indirect common control with such person or entity. For the purposes of this definition "control", when used with respect to any person or entity, means the power to direct or cause the direction of the management or policies of such person or entity, directly or indirectly, whether through the ownership of voting Securities. by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. ASSIGNMENT FORM: an Assignment Form is the form annexed hereto as Exhibit B. BOOK VALUE: per share of Common Stock as of any date herein shall mean the Consolidated Net Worth of the Company and its Subsidiaries as of such date divided by the number of shares of Common Stock outstanding as of such date. 16  BUSINESS DAY: any day other than a Saturday, Sunday or a day on which national banks are authorized by law to close in the City of New York, State of New York. CAPITAL STOCK: any and all shares, interests, participations or other equivalents of or interests in (however designated) corporate stock, including, without limitation, shares of common and preferred stock. COMMON STOCK: the meaning specified on the cover of this Warrant. COMPANY: the ntaning specified on the cover of this Warrant. CONSOLIDATED NET WORTH: as of any date herein specified, the total consolidated assets of the Company and its Subsidiaries minus the total consolidated liabilities of the Company and its Subsidiaries (exclusive of any liabilities associated with this Warrant), shareholder loans and advances to affiliates, as determined from the consolidated balance sheet of the Company and its Subsidiaries from the most recent fiscal quarter, which consolidated balance sheet shall be prepared in accordance with generally accepted accounting principles, consistently applied, shall be in reasonable detail, and shall be certified as complete and correct by the chief financial officer of the Company. CO-SALE AGREEMENT: the Co-Sale Agreement among the Company, its stockholders who are parties thereto and the Warrantholder, dated the date hereof, in the form annexed hereto as Exhibit D. CONVERTIBLE SECURITIES: evidences of indebtedness shares of stock or other Securities which are convertible into or exchangeable for, with or without payment of additional consideration, .additional shares of Common Stock, or other Securities which are convertible into or exchangeable for Common Stock, either immediately or upon the arrival of a specified date or the happening of a specified event. EXERCISE FORM: an Exercise Form in the form annexed hereto as Exhibit A. EXERCISE PRICE: the meaning specified on the cover of this Warrant. EXPIRATION DATE: the meaning specified on the cover of this Warrant. FAIR MARKET VALUE: the meaning specified in Section 1.2(c), FAIR VALUE: as reasonably calculated by the Company's Board of Directors or a duly appointed committee of the Board; provided, however, that any Director or committee member who acquires the Company's Common Stock in the transaction 17  requiring the calculation of Fair Value shall not participate in such calculation or approval without the consent of the Warrantholder. Upon determination of Fair Value, the Board of Directors (or committee as the case may be) shall provide the Warrantholder with written notice of the Fair Value along with reasonable documentation supporting such calculation. LOAN FACILITY: the $3,000,000 demand loan facility extended by the Warrantholder to the Company dated April 15, 1998. OTHER SECURITIES: any stock and other Securities of the Company (other than Common Stock) or Convertible Securities or any options or rights to purchase Common Stock or convertible Securities. REGISTRATION RIGHTS AGREEMENT: the Registration Rights Agreement, dated the date hereof, between the Company and the Warrantholder, providing for the registration of the Warrant Shares, in the form annexed hereto as Exhibit C. SEC: the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act or the Securities Exchange Act of 1934, as amended, whichever is the relevant statute for the particular purpose. SECURITIES: any debt or equity securities of the Company, whether now or hereafter authorized, any instrument convertible into or exchangeable for Securities or a security and any option, warrant or other right to purchase or acquire any Security. SECURITIES ACT: the meaning specified on the cover of this Warrant, or any successor Federal statute, and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Act, shall include a reference to the comparable section, if any, of any such successor Federal statute. SUBSIDIARY: any corporation, association or other business organization (a) more than 50% (by number of votes) owned by the Company or by one or more of its Subsidiaries, or any other business entity in which the Company or one or more of its Subsidiaries owns more than a 50% interest in either the capital or profits of such business entity, or (b) whose net earnings or portions thereof are consolidated with the net earnings of the Company and are recorded in the books of the Company for financial reporting purposes in accordance with generally accepted accounting principles. WARRANT: this Warrant and any other warrants of like tenor issued in substitution or exchange thereof pursuant to the terms of this Warrant or any other Warrant. WARRANTHOLDER: the meaning specified on the cover of this Warrant. WARRANT SHARES: the meaning specified on the cover of this Warrant. 18 18  11. MISCELLANEOUS. 11.1 ENTIRE AGREEMENT. This Warrant. except as to registration rights and co-sale rights in respect of the Warrantholder's Warrant Shares, constitutes the entire agreement between the Company and the Warrantholder with respect to this Warrant. 11.2 BINDING EFFECTS: Benefits. This Warrant shall inure to the benefit of and shall be binding upon the Company and the Warrantholder and their respective heirs, legal representatives, successors and assigns. Nothing in this Warrant, expressed or implied, is intended to or shall confer on any person other than the Company and the Warrantholder, or their respective heirs, legal representative, successors , assigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant. 11.3 SECTION AND OTHER HEADINGS. The section and other headings contained in this Warrant are for reference purposes only and shall not be deemed to be a part of this Warrant or to affect the meaning or interpretation of this Warrant. 11.4 PRONOUNS. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. 11.5 FURTHER ASSURANCES. Each of the Company and the Warrantholder shall do and perform all such further acts and things and execute and deliver all such other certificates, instruments and documents as the Company or the Warrantholder may, at any time and from time to time, reasonably request in connection with the performance of any of the provisions of this Warrant. 11.6 NOTICES: All notices and other communications required or permitted to be given under this Warrant shall be in writing and shall be by regular mail, commercial overnight courier service, personal delivery or telecopier, to the parties hereto at the following addresses or to such other address as any party subsequently gives to the other party: (a) if to the Company. addressed to: Marco Hi-Tech J.V. Ltd. 350 Fifth Avenue Suite 6523 New York, New York 10118 ATTENTION: Alan Kestenbaum, Vice President 19  (b) if to the Warrantholder, addressed to: Brown Brothers Harriman & Co. 59 Wall Street New York, New York 10005 ATTENTION: Chief Credit Officer Except as otherwise provided herein, all such notices and communications shall be deemed to have been duly given on the second business day after postmarking, if delivered by regular mail; upon receipt, if delivered by commercial overnight courier service; upon receipt if personally delivered and when receipt is acknowledged, if telecopied. 11.7 SEVERABILITY. Any term or provision of this Warrant which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the terms and provisions. of this Warrant or affecting the validity or enforceability of any of the terms or provisions of this Warrant in any other jurisdiction. 11.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS). 11.9 CONSENT TO JURISDICTION. THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE COMPANY AND THE HOLDER AGREES NOT TO COMMENCE ANY LEGAL PROCEEDING RELATED THERETO EXCEPT IN SUCH COURTS. EACH OF THE COMPANY AND THE HOLDERS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 11.10 WAIVER OF JURY TRIAL. THE COMPANY AND THE HOLDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION TO ENFORCE, OR CONTROVERSY ARISING UNDER, THIS AGREEMENT. 11.11 REMEDIES. The Company stipulates that the remedies at law of the Warranthoder in the event of any default or threatened default or threatened 20  default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. 11.12 NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained in this Warrant shall be determined as conferring upon the Warrantholder any rights as a stockholder of the Company or as imposing any liabilities on the Warrantholder to purchase any Securities whether such liabilities are asserted by the Company or by creditors or stockholders of the Company or otherwise. IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer. MARCO HI-TECH J.V. LTD. By:/s/ Ruben Seitzer --------------------------- Name: Ruben Seitzer Title: President Dated: As of July 1, 1999 21