Warrant Purchase Agreement

WARRANT PURCHASE AGREEMENT

This Warrant Purchase Agreement, dated as of (this "Agreement"), is by and between , a corporation (the "Company"), and , a ("WIC").

RECITALS:

WHEREAS, simultaneously with the execution of this Agreement, the Company and WIC are entering into a Stock Purchase Agreement, dated as of the date hereof (the "Stock Purchase Agreement"); and

WHEREAS, in connection with the Stock Purchase Agreement and the transactions contemplated thereby, the Company has agreed to sell and WIC has agreed to purchase the Warrants (as hereinafter defined) for the consideration and subject to the terms and conditions set forth herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and covenants contained herein, the Company and WIC agree as follows:

1. Purchase and Sale of Warrants.

1.1 Purchase and Sale. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, the Company shall issue, sell and deliver to WIC warrants to purchase shares of Common Stock (the "Warrants") pursuant to a Warrant Agreement by and between the Company and WIC in the form attached as Exhibit A hereto (the "Warrant Agreement").

1.2 Purchase Price. The aggregate consideration to be delivered by WIC to the Company as payment for the Warrants shall be (the "Warrant Purchase Price").

1.3 Actions by the Company. At the Closing, the Company agrees to execute the Warrant Agreement.

1.4 Actions by WIC. At the Closing, WIC shall execute the Warrant Agreement and pay the Warrant Purchase Price for the Warrants to the Company by wire transfer of immediately available funds to an account designated by the Company.

2. Conditions.

2.1 Conditions to Each Party's Obligations. The respective obligations of the Company and WIC hereunder shall be subject to the satisfaction on or prior to the Closing Date of the conditions set forth in Section 5.1 of the Stock Purchase Agreement.

2.2 Conditions to Obligations of WIC. The obligations of WIC to purchase the Warrants at the Closing shall be subject to the satisfaction on or prior to the Closing Date of the conditions set forth in Section 5.2 of the Stock Purchase Agreement.

2.3 Conditions to Obligations of the Company. The obligations of the Company to issue, sell and deliver the Warrants at the Closing shall be subject to the satisfaction on or prior to the Closing Date of the conditions set forth in Section 5.3 of the Stock Purchase Agreement.

3. Miscellaneous.

3.1 Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Stock Purchase Agreement.

3.2 Notices. All notices or other communications given or made hereunder shall be governed by Section 9.7 of the Stock Purchase Agreement.

3.3 Entire Agreement. This Agreement, including the Exhibit hereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties hereto with respect to such transactions.

3.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

3.5 Headings. The section, paragraph and other headings contained in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement.

3.6 Assignment. Neither this Agreement nor any interest herein or right or obligation hereunder may be assigned by the Company or WIC in any manner, by operation of Law or otherwise, without the prior written consent of the other party hereto. Notwithstanding the foregoing sentence, prior to the date of the Stockholders' Meeting, WIC may assign all of its rights, interests and obligations hereunder to a corporation, partnership or limited liability company or other entity, provided that (i) the equity ownership of such entity is limited to WIC, the members of WIC as of the date hereof, or any other entity whose equity owners are limited to the foregoing and (ii) any such assignee expressly assumes all of WIC's rights, interests and obligations hereunder, makes the same representations, warranties, covenants and agreements made by WIC under Sections 3.2 and 4.11 and Article VIII of the Stock Purchase Agreement and agrees to become a party to the Stockholder Agreement at Closing, all pursuant to an instrument of assignment and assumption in form and substance reasonably satisfactory to the Company, and the Company agrees that following any such assignment and assumption the Company shall look only to such assignee in satisfaction of the Company's rights against WIC or the enforcement of the obligations of WIC hereunder.

3.7 Successors Bound. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

3.8 Amendment. This Agreement may be amended only by an instrument in writing executed by all the parties hereto.

3.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.

3.10 Termination. This Agreement shall automatically terminate upon the termination of the Stock Purchase Agreement pursuant to Article VII thereof.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed as of the date first above written.