Common use of IN WITNESS HEREOF Clause in Contracts

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONS, INC. By: Xxxx Xxxxxxxxx, President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. By: Name: Title: GRAYMARK PRODUCTIONS, INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or registered assigns, is the registered holder of Placement Agent Warrants of GrayMark Productions, INC. (the "Company"). Each Placement Agent Warrant permits the Holder hereof to purchase initially, at any time from October 30, 2004 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30, 2008 ("Expiration Date"), one (1) share of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONS, INC. By: Xxxx XxxxxxxxxHOST AMERICA CORPORATION BY:___________________________________ Geoffrey W. Ramsey, President Attest: ______________________________ Xxxx X. XxxxRamsey, Secretary Viewtrade FINANCIALXXXXXX XXXXX SECURITIES, INC. By: Name: Title: GRAYMARK PRODUCTIONSXx:___________________________________ Robert Kirk, INC. President HOST AMERICA CORPORATION WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M.P.M, EASTERN TIME ON ____________, 2004 2003 NO. PAW- Placement Agent W-______ _______ Common Stock ________ Warrant Underwriter Underwriter Warrants Warrants or ________ Underlying Warrants This Warrant Certificate certifies that ____________________, or registered assigns, is the registered holder of Placement Agent __________ Common Stock Underwriter Warrants and/or __________ Warrant Underwriter Warrants and/or __________ Underlying Warrants of GrayMark Productions, INC. HOST AMERICA CORPORATION (the "Company"). Each Placement Agent Common Stock Underwriter Warrant permits the Holder hereof to purchase initially, at any time from October 30_____________, 2004 1998 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30____________, 2008 2003 ("Expiration Date"), one (1) share of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 7.50 per share (150% of the public offering price). Each Warrant Underwriter Warrant permits the Holder hereof to purchase initially, at any time from the Purchase Date until five (5) years from the Purchase Date, one (1) Underlying Warrant at the Exercise Price of $.1875 per Underlying Warrant. Each Underlying Warrant permits the Holder thereof to purchase, at any time from the Purchase Date until five (5) years from the Purchase Date, one (1) share of the Company's Common Stock at the Exercise Price of $7.50 per share. Any exercise of Placement Agent Common Stock Underwriter Warrants and/or Warrant Underwriter Warrants and/or Underlying Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Underwriter's Warrant Agreement dated August 11as of __________, 2003 and as amended pursuant to Amendment dated September 19, 20031998, between the Company and Viewtrade FinancialBarron Chase Securities, Inc. (the "Underwriter's Warrant AgreementAgreexxxx"). Payment Xxxment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Underwriter's Warrant Agreement. The Placement Agent Common Stock Underwriter Warrants, the Warrant Underwriter Warrants, and the Underlying Warrants are also collectively referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.

IN WITNESS HEREOF. the parties hereto have caused set their hands and seals this Agreement to be duly executed3rd day of March, as of the day and year first above written. GRAYMARK PRODUCTIONS, INC2014. By: Xxxx Xxxxxxxxx/s/ XXXXXXX XXXXXX, XX. Name: Xxxxxxx Xxxxxx, Xx. Title: Director, President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. and Chief Executive Officer [Signature Page – Revolving Note and Cash Subordination Agreement] By: /s/ XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: GRAYMARK PRODUCTIONSDirector SUNTRUST BANK, INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933as Administrative Agent By: /s/ XXXXX XXXXXX By: /s/ XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Vice President BMO XXXXXX BANK, (ii) TO THE EXTENT APPLICABLEN.A., RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF as a Lender By: /s/ XXXXXXX XXXXXXXXX Name: Xxxxxxx Xxxxxxxxx Title: Assistant Vice President LLOYDS BANK PLC, as a Lender [Signature Page – Revolving Note and Cash Subordination Agreement] FINRA Form REV - 33R EXHIBIT A REVOLVING NOTE For value received, XXXXXX SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or registered assigns, is the registered holder of Placement Agent Warrants of GrayMark Productions, INC. (“Broker/Dealer”) hereby promises to pay to ____________________ (the "Company"). Each Placement Agent Warrant permits “Lender”) on the Holder hereof to purchase initially3rd day of March, at any time from October 30, 2004 2016 ("Purchase “Scheduled Maturity Date") until 5:30 p.m. Eastern Time on October 30, 2008 ("Expiration Date"”), one (1) share the principal sum of the Company's Common Stock at aggregate unpaid principal amount of all Advances made by the initial exercise priceLender to the Broker/Dealer under the terms of a Revolving Note And Cash Subordination Agreement between the Broker/Dealer and certain lenders from time to time parties thereto (collectively, subject to adjustment in certain events the “Lenders”), SunTrust Bank (the "Exercise Price"“Administrative Agent”), as Administrative Agent, BMO Xxxxxx Bank, N.A., as Syndication Agent and Lloyds Bank plc, as Documentation Agent, dated the 3rd day of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the CompanyMarch, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. 2014 (the "Warrant “Agreement"”), as shown on the attached schedule. Payment of the Exercise Price Such sum shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreementnot exceed $____________. The Placement Agent Warrants are Broker/Dealer also referred promises to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, pay interest on the Expiration Dateunpaid principal amount of each Advance hereunder from the date of each such Advance until maturity (whether by acceleration or otherwise) and, at which time all Warrants evidenced herebyafter maturity, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company willuntil paid, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder rates per annum established as set forth in Rider A of the Placement Agent Warrant Agreement, said interest to be payable on each Interest Payment Date as set forth in Rider A of the Agreement. Upon This Revolving Note is subject in all respects to the provisions of the Agreement, which are deemed to be incorporated herein and a copy of which may be examined at the principal office of the Broker/Dealer. All principal and interest payable hereunder shall be due presentment and payable in accordance with the terms of the Agreement. Principal and interest payments shall be in money of the United States, lawful at such times for registration or transfer the satisfaction of public and private debts. The Broker/Dealer promises to pay costs of collection, including reasonable attorney's fees, if default is made in the payment of this Warrant Certificate at an office or agency Revolving Note. The terms and provisions of this Revolving Note shall be governed by the applicable laws of the Company, a new Warrant Certificate or Warrant Certificates State of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant AgreementNew York.

IN WITNESS HEREOF. the parties hereto have caused signed and sealed this Agreement to be duly executed, Amendment No. 1 as of the day and year date first above writtenset forth above. GRAYMARK PRODUCTIONSLANDLORD: TIG DEVELOPMENT PROPERTY ACCOUNT II, INC. By: Xxxx Xxxxxxxxx, President Attest_______________________ Name: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL_____________________ Title: ______________________ TENANT PRIMEDIA WORKPLACE LEARNING, INC. By: _______________________ Name: _____________________ Title: GRAYMARK PRODUCTIONS______________________ PRIMEDIA, Inc. ("fka K-III Communications Corporation), the guarantor of Tenant's obligations under the Lease, hereby consents to the execution and delivery of this Agreement by Tenant PRIMEDIA, INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO By: _______________________ Name: _____________________ Title: ______________________ This Lease Amendment No. 2 (ithis "Amendment) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933is made and entered into as of September 20, 1999, by and between: TIG Development Property Account II, Inc., Assignee of TIG Development Property Account I, Inc. ("Landlord") and Primedia Workplace Learning, Inc. f/k/a Westcott Communications ('Tenant") This Amendment shall modify the original Lease Agreement entered into by and between TIG Development Property Account I, Inc., and subsequently assigned to TIG Development Property Account II, Inc., (ii"Landlord") TO THE EXTENT APPLICABLEand Westcott Communications, RULE 144 UNDER SUCH ACT inc. nxx xxxxx as Primedia Workplace Learning, Inc. (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES)"Tenant") dated the 21st of July, OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or registered assigns, is the registered holder of Placement Agent Warrants of GrayMark Productions, INC. 1991 (the "CompanyLease Agreement")) and that certain Lease Amendment No. Each Placement Agent Warrant permits the Holder hereof to purchase initially1 dated May20, at any time from October 30, 2004 1998 by and between Landlord and Tenant ("Purchase DateLease Amendment No. 1") until 5:30 p.m. Eastern Time on October 30, 2008 ("Expiration Datecollectively referred to as the 'Lease"), one (1) share in which certain reel estate and properties therein described and situated at Piano international Business Park, International Parkway, Piano, Texas located in The County of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposesDenton, and the Company shall not be affected State of Texas, xxxx demised arid leased by any notice Landlord to Tenant It is the contrarysole intent of this Lease Amendment No. All terms used in this Warrant Certificate which are defined in 2 to amend and modify the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.Lease as follows:

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONS2CONNECT EXPRESS, INC. By: Xxxx Xxxxxxxxx----------------------- Marc Xxxxxxx, President Xxesident Attest: Xxxx X. Xxxx------------------------- Kevix Xxxxxxxx, Secretary Viewtrade FINANCIALXxcretary STERNE, INCAGEE & LEACX, XXC. By: Name: Title: GRAYMARK PRODUCTIONS, INC. ----------------------- WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN NEW YORK LOCAL TIME ON APRIL __, 2004 1998. NO. PAW- Placement Agent UWW-___ 59,500 Representative 178,500 Common Stock ------ Warrants ------- and 59,500 Underlying ------ Warrants This Warrant Certificate certifies that Sterne, Agee & Leacx, Xxc., or registered assigns, is the registered holder of Placement Agent 59,500 Representative Warrants of GrayMark Productions2Connect Express, INC. Inc. (the "Company"). Each Placement Agent Representative Warrant permits the Holder hereof to purchase initially, at any time from October 30April ___, 2004 1997 ("Purchase Date") until 5:30 5:00 p.m. Eastern Time Miami local time on October 30April ___, 2008 1998 ("Expiration Date"), one (1) share Unit of the Company's Common Stock Company at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 9.63 per share (100% of the initial public offering price). Each Underlying Warrant permits the Holder thereof to purchase during the 60 day period commencing on the day one year from the Effective Date one (1) share of the Company's Common Stock at the Exercise Price of $4.00 per share. Any exercise of Placement Agent Representative Warrants and/or Underlying Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Representative's Warrant Agreement dated August 11as of April __, 2003 and as amended pursuant to Amendment dated September 19, 20031997, between the Company and Viewtrade FinancialSterne, Inc. Agee & Leacx, Xxc. (the "Representative's Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants"Company. No Representative Warrant may be exercised after 5:30 p.m., Eastern TimeNew York local time, on the Expiration Date, at which time all Representative Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONSGEN TRAK, INC. BY: -------------------------------- Xxxxxx X. Xxxxx, Xx., President Attest: ------------------------------------- Xxxxxx X. Xxxx, Secretary XXXXXX XXXXX SECURITIES, INC. By: Xxxx Xxxxxxxxx-------------------------------- Xxxxxx Xxxx, President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. By: Name: Title: GRAYMARK PRODUCTIONSGEN TRAK, INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M.P.M, EASTERN TIME ON ___________________, 2004 NO. PAW- Placement Agent W- ___________ _____________ Warrants _____________ Underlying Warrants This Warrant Certificate certifies that _________, or registered assigns, is the registered holder of Placement Agent ________ Warrants or _____________ Underlying Warrants of GrayMark ProductionsGen Trak, INC. Inc. (the "Company"). Each Placement Agent Warrant permits the Holder hereof to purchase initially, at any time from October 30________, 2004 1999 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30_________, 2008 2004 ("Expiration Date"), one (1) share Unit of the Company's Common Stock Company at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 14.50 per Unit (145% of the public offering price). Each Underlying Warrant permits the Holder thereof to purchase, at any time from the Purchase Date until five (5) years from the Purchase Date, one (1) share of the Company's Common Stock at the Exercise Price of $6.00 per share. Any exercise of Placement Agent Warrants and/or Underlying Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Underwriter's Warrant Agreement dated August 11as of ___________, 2003 and as amended pursuant to Amendment dated September 19, 20031999, between the Company and Viewtrade FinancialXxxxxx Xxxxx Securities, Inc. (the "Underwriter's Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Underwriter's Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as Certificate of Designation is executed on behalf of the Corporation by its President and Chief Executive Officer and attested by its Secretary this 14th day and year first above writtenof June, 2000. GRAYMARK PRODUCTIONS, XXXXXXXX FINANCIAL INC. By: Xxxx Xxxxxxxxx------------------------------------------- Xxxxxx X. Xxxxxxx President and Chief Executive Officer ATTEST: ------------------------- Xxxxx X. Xxxxxxxxx Secretary STATE OF MISSOURI ) ) ss. COUNTY OF XXXXXXX ) Before me, the undersigned Notary Public in and for said county and state, this day personally appeared Xxxxxx X. Xxxxxxx, personally known to me to be the President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL, and Chief Executive Officer of XXXXXXXX FINANCIAL INC. Byand who executed the foregoing instrument as President and Chief Executive Officer of Xxxxxxxx Financial Inc., and being first duly sworn, acknowledged reading in full and fully understanding the foregoing, acknowledged the facts therein stated to be true and correct, and who further acknowledged the execution of the same as the voluntary act of the Corporation. Witness my hand and seal this day of June, 2000. ----- ---------------------------------------- Notary Public My Commission Expires: Name: Title: GRAYMARK PRODUCTIONS--------------------------- EXHIBIT B FORM OF RIGHTS CERTIFICATE Certificate No. A- [___________] Rights NOT EXERCISABLE AFTER [_____________] OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, INCAT THE OPTION OF THE COMPANY, AT $[__________________] PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. WARRANT CERTIFICATE UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE WARRANTS REPRESENTED RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS PRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF RIGHTS REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (iBECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS RIGHTS AGREEMENT.]/*/ RIGHTS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants ------------------ This Warrant Certificate certifies that [________________________________________], or registered assigns, assigns is the registered holder owner of Placement Agent Warrants the number of GrayMark ProductionsRights set forth above, INC. each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of [________], 2000 (the "Rights Agreement") between Xxxxxxxx Financial Inc., a Delaware corporation ---------------- (the "Company"). Each Placement Agent Warrant permits , and UMB Bank, N.A., a national banking association organized ------- and existing under the Holder hereof laws of the United States of America (the "Rights ------ Agent"), to purchase initially, from the Company at any time from October 30prior to 5:00 P.M. (New York, 2004 ----- New York time) on [_______________] at the principal office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, 1/1,000ths of a fully paid nonassessable share of the Series A Preferred Stock (the "Purchase Date") until 5:30 p.m. Eastern Time on October 30, 2008 ("Expiration DatePreferred Stock"), one (1) share of the Company's Common Stock , at the initial exercise price, subject to adjustment in certain events a purchase price of $[_________] per --------------- 1/1,000ths of a share (the "Exercise Purchase Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by upon presentation and surrender of -------------- this Warrant Rights Certificate with the Form of Election to Purchase and payment related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the Exercise Price at an office or agency number of the Company, but subject to the conditions shares which may be purchased upon exercise thereof) set forth herein above, and in the Placement Agent Agreement dated August 11Purchase Price per 1/1,000ths share set forth above, 2003 are the number and Purchase Price as amended pursuant to Amendment dated September 19of [_______________], 20032000, between based on the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order Preferred Stock of the Company as constituted at such date. Upon the occurrence of a transaction listed in Section 11(a)(ii) (a "Section 11(a)(ii) Event"), if the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants Rights evidenced by this Warrant Rights Certificate ------------------------ are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated beneficially owned by reference in and made a part of this instrument and is hereby referred to for a description (i) an ------------------------ /*/ The portion of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment legend in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants brackets shall be issued to inserted only if applicable and shall replace the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreementpreceding sentence.

IN WITNESS HEREOF. Borrower, Lender, and Guarantors have executed this Loan Extension Agreement on the parties hereto have caused this Agreement to be duly executed, as of the day and year first date above written. GRAYMARK PRODUCTIONSBORROWER: TELE DIGITAL DEVELOPMENT, INC. (a Minnesota corporation) By: /s/ Richard L. Barnaby --------------------------- RICHARD L. BARNABY Xxx: Xxxxxxent LENDER: DATA SALES CO., INC. By: Xxxx Xxxxxxxxx--------------------------- Its: -------------------------- EXHIBIT 10.27.1 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this 3rd day of September, 2002, by RICHARD L. BARNABY, the President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIALof TELE DIGITAL DEVELOPMENT, INC., x Xxxxxxxxx xxxporation, on behalf of the corporation. By: Name: Title: GRAYMARK PRODUCTIONS/s/ Katherine L. Pike ------------------------------------ (NOTARIAL SEAL) Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF __________) The foregoing instrument was acknowledged before me this ____ day of __________, 2002, by ______________________, the President of DATA SALES CO., INC., a Minnesota corporation, on behalf of the corporation. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO ------------------------------------ (iNOTARIAL SEAL) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933Notary Public GUARANTORS' CONSENT The undersigned, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or registered assigns, is all Guarantors under written Guaranties in favor of Lender guarantying repayment by Borrower of its obligations under the registered holder of Placement Agent Warrants of GrayMark Productions, INC. Credit Facilities (the "Company"). Each Placement Agent Warrant permits the Holder hereof to purchase initially, at any time from October 30, 2004 ("Purchase DateGUARANTYS") until 5:30 p.m. Eastern Time on October 30, 2008 ("Expiration Date"), one (1) share hereby consent to the Borrower's execution of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events this Loan Extension Agreement and Guarantors' Consent (the "Exercise PriceLOAN EXTENSION AGREEMENT")) and acknowledge, of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate agree, and payment represent that their obligations under the Guarantys will remain in full force and effect upon and subsequent to the Borrower's execution of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Loan Extension Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.Dated: 8-29-02 /s/ R.W. Perkins --------------------------------- --------------------------------- RICHARD W. PERKINS Dated: /x/ Xxxhard L. Barnaby --------------------------------- --------------------------------- RICHARD L. BARNABY Dated: 8/29/02 /x/ X.X. Mills --------------------------------- --------------------------------- Wayne Mills XOX CXXXXXXXXXX Dated: By /s/ Richard L. Barnaby --------------------------------- ------------------------------- RICHARD L. BARNABY Xxx Xxxxxxxxx

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONSPRB GAS TRANSPORTATION, INC. By: Xxxx Xxxxxxxxx, President Attest: Xxxx Xxxxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. Xxxxxx Chief Executive Officer GILFORD SECURITIES INCORPORATED By: Name: Title: GRAYMARK PRODUCTIONSXxxxxx X. Xxxxx Senior Vice President 8935\3\865661.3 PRB GAS TRANSPORTATION, INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., P.M. EASTERN TIME ON _______, 2004 2010 NO. PAW- Placement Agent W-__________ __________ Warrants This Warrant Certificate (“Warrant Certificate”) certifies that __________________, or registered its assigns, is the registered holder ("Holder") of Placement Agent Warrants (as defined in the Warrant Agreement between the Company and Holder dated as of GrayMark Productions_______ __, INC. 2005 (the “Warrant Agreement”)) of PRB Gas Transportation, Inc. (the "Company"). Each Placement Agent Warrant permits the Holder hereof to purchase initiallypurchase, at any time from October 30________, 2004 2006 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30_______ __, 2008 2010 (the "Expiration Date"), one (1) share of the Company's Common Stock (the “Shares”) at the initial exercise price, subject to adjustment in certain events events, of $6.875 per share (125% of the public offering price) (the "Exercise Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent . Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the WarrantsAgreement. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or or number of the Company's securities issuable thereupon may, subject to certain conditions, may be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof Holder a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof Holder as the absolute owner(s) owner of this Warrant certificate Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), ) for the purpose of any exercise hereof, and of any distribution to the holder(s) hereofHolder, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.8935\3\865661.3

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONSATTEST: HOLLYWOOD BURGER HOLDINGS, INC. By: Xxxx Xxxxxxxxx, /s/ Xxxxx X. Xxxxxx Secretary Name: Xxxxx X. Xxxxxx Title: President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIALDPEC CAPTAL, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: GRAYMARK PRODUCTIONS, INC. Director of Operations WARRANT CERTIFICATE THE WARRANTS SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREINDATED AS OF MARCH 11, 2010 BETWEEN THE ISSUER AND DPEC CAPITAL, INC. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON NEW YORK TIME, 2004 NO____________, 2015 Warrant No. PAW- Placement Agent Warrants ___ ____________ Shares of Common Stock This Warrant Certificate certifies that DPEC Capital, Inc., or its registered assigns, is the registered holder of Placement Agent Warrants of GrayMark Productions, INC. (the "Company"). Each Placement Agent Warrant permits the Holder hereof to purchase initially, at any time from October 30____________, 2004 ("Purchase Date") 2010 until 5:30 p.m. Eastern Time p.m., New York time on October 30___________, 2008 2015 ("“Expiration Date"”), one up to___________ shares of fully-paid and non-assessable common stock, $.01 par value per share (1the “Common Stock”) share of HOLLYWOOD BURGER HOLDINGS, INC., a Delaware corporation (the “Company's Common Stock ”), at the initial exercise price, subject to adjustment in certain events (the "Exercise Price")events, of $1.10 .125 per share. Any exercise share of Placement Agent Warrants shall be effected by Common Stock (the “Exercise Price”) upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Warrant Agreement dated August as of March 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, 2010 between the Company and Viewtrade FinancialDPEC Capital, Inc. (the "“Warrant Agreement"”). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants"Company. No Warrant may be exercised after 5:30 p.m., Eastern TimeNew York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "“holders" ” or "“holder" ” meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, events the Exercise Price and the type and/or number of the Company's ’s securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of numbered unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, has been entered into as of the day and year first above written. GRAYMARK PRODUCTIONS, INC. PROVINCE OF ONTARIO By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director Capital Markets Division Ontario Financing Authority THE BANK OF NEW YORK MELLON By: /s/ Xxxx XxxxxxxxxX. Xxxxxxx, President AttestXx Name: Xxxx X. XxxxXxxxxxx, Secretary Viewtrade FINANCIAL, INC. By: Name: Xx Title: GRAYMARK PRODUCTIONS, INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT Vice President EXHIBIT A [FORM OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION FLOATING RATE GLOBAL MEDIUM-TERM NOTE] [FACE OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or registered assigns, NOTE] Unless this certificate is the registered holder presented by an authorized representative of Placement Agent Warrants of GrayMark Productions, INC. (the "Company"). Each Placement Agent Warrant permits the Holder hereof to purchase initially, at any time from October 30, 2004 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30, 2008 ("Expiration Date"), one (1) share of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Depository Trust Company, a new Warrant Certificate New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) (the “Depositary”), to the Province (as defined below) or Warrant Certificates its agent for registration of like tenor transfer, exchange or payment, and evidencing any certificate issued is registered in the aggregate a like number name of Warrants shall be issued to the transferee(s) Cede & Co. or in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or such other governmental charge imposed in connection with such transfer. Upon the exercise of less than all name as is requested by an authorized representative of the Warrants evidenced Depositary (and any payment is made to Cede & Co. or to such other entity as is requested by this Certificatean authorized representative of the Depositary), the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise owner hereof, and of any distribution to the holder(sCede & Co., has an interest herein. REGISTERED PRINCIPAL AMOUNT No. FL-[ ] CUSIP No. [ ] US$[ ] ISIN No. [ ] PROVINCE OF ONTARIO GLOBAL MEDIUM-TERM NOTE (Floating Rate) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.ISSUE DATE: STATED MATURITY DATE: INITIAL INTEREST RATE: INTEREST RATE BASIS: INDEX MATURITY: SPREAD (PLUS OR MINUS): o CD Rate o Commercial Paper Rate o Federal Funds Rate o LIBOR o Prime Rate o Treasury Rate o Other: SPREAD MULTIPLIER: CALCULATION AGENT: CALCULATION DATE(S): MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST DETERMINATION DATE(S): DESIGNATED LIBOR PAGE: INTEREST ACCRUAL DATE: INTEREST RESET DATE(S): INTEREST RATE RESET PERIOD: INTEREST PAYMENT PERIOD: o Daily o Daily o Monthly o Monthly o Quarterly o Quarterly o Semi-annually o Semi-annually o Annually o Annually o Other: o Other:

IN WITNESS HEREOF. the parties hereto have caused this Agreement Amendment to be duly executedexecuted by their duly authorized officers, all as of the day date and year first above written. GRAYMARK PRODUCTIONSSigned Sealed and Delivered ) for and on behalf of ) XXXXXX XXXXXXXX ) HOLDINGS COMPANY III, INC. By) LIMITED in the presence of: Xxxx Xxxxxxxxx, President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL) Witness XXXXXX XXXXXXXX COMPANY, INC. By: Name: Title: GRAYMARK PRODUCTIONSXXXXXX XXXXXXXX CORPORATION By: Name: Title: GUARANTORS: XXXXXX XXXXXXXX INTERMEDIATE (LUXEMBOURG) S.A.R.L By: Name: Title: XXXXXX XXXXXXXX (US), INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT By: Name: Title: EXECUTED as a DEED by XXXXXX XXXXXXXX ACQUISITION LIMITED Director Director EXECUTED as a DEED by XXXXXX XXXXXXXX UK LIMITED Director Director PRESENT when the Common Seal of XXXXXX XXXXXXXX INTERMEDIATE (IRELAND) LIMITED was affixed hereto: WITNESS: Director ADDRESS: Director DESCRIPTION: PRESENT when the Common Seal of XXXXX (CHEMICALS) LIMITED was affixed hereto: WITNESS: Director ADDRESS: Director DESCRIPTION: PRESENT when the Common Seal of XXXXXX XXXXXXXX LIMITED was affixed hereto: WITNESS: Director ADDRESS: Director DESCRIPTION: PRESENT when the Common Seal of XXXXXX XXXXXXXX LABORATORIES IRELAND LIMITED was affixed hereto: WITNESS: Director ADDRESS: Director DESCRIPTION: CREDIT SUISSE, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent By: Name: Title: By: Name: Title: SIGNATURE PAGE TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AMENDMENT NO.3 DATED AS OF 1933JANUARY 29, (ii) 2007, TO THE EXTENT APPLICABLEXXXXXX XXXXXXXX HOLDINGS COMPANY III, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or registered assigns, is the registered holder of Placement Agent Warrants of GrayMark ProductionsLIMITED/XXXXXX XXXXXXXX CORPORATION/XXXXXX XXXXXXXX COMPANY, INC. (the "Company")CREDIT AGREEMENT DATED AS OF JANUARY 18, 2005. Each Placement Agent Warrant permits the Holder hereof to purchase initially, at any time from October 30, 2004 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30, 2008 ("Expiration Date"), one (1) share of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.NAME OF LENDER: By: Name: Title: By: Name:

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONSPRECIS SMART CARD SYSTEMS, INC. ByBY: Xxxx Xxxxxxxxx, President ------------------------------------ Xxxxx X. Xxxxxx Chief Executive Officer Attest: Xxxx X. Xxxx___________________________________ ____________________, Secretary Viewtrade FINANCIALXXXXXX XXXXX SECURITIES, INC. ByBY: Name: Title: GRAYMARK PRODUCTIONS------------------------------------ Xxxxxx Xxxx, President PRECIS SMART CARD SYSTEMS, INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M.P.M, EASTERN TIME ON ___________, 2004 NO. PAW- Placement Agent W-______ _____ Common Stock Underwriter Warrants This Warrant Certificate certifies that ___________, or registered assigns, is the registered holder of Placement Agent Common Stock Underwriter Warrants of GrayMark ProductionsPRECIS SMART CARD SYSTEMS, INC. (the "Company"). Each Placement Agent Common Stock Underwriter Warrant permits the Holder hereof to purchase initially, at any time from October 30__________, 2004 1999 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30__________, 2008 2004 ("Expiration Date"), one (1) share of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 9.00 per shareshare (150% of the public offering price). Any exercise of Placement Agent Common Stock Underwriter Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Underwriter's Warrant Agreement dated August 11as of ________, 2003 and as amended pursuant to Amendment dated September 19, 20031999, between the Company and Viewtrade FinancialXxxxxx Xxxxx Securities, Inc. (the "Underwriter's Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Underwriter's Warrant Agreement. The Placement Agent Common Stock Underwriter Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Underwriter's Warrant Agreement, which Placement Agent Underwriter's Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Underwriter's Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Underwriter's Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Underwriter's Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Underwriter's Warrant Agreement shall have the meanings assigned to them in the Placement Agent Underwriter's Warrant Agreement.

IN WITNESS HEREOF. the parties hereto have caused executed this Agreement Amendment on the respective dates set forth below, to be duly executed, effective for all purposes as of the day and year first above writtenEffective Date. GRAYMARK PRODUCTIONS, INC. Distributor: VMSC: SUSSER PETROLEUM COMPANY LLC VALERO MARKETING AND SUPPLY COMPANY By: Xxxx Xxxxxxxxx/s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx, Xxxxx Xxxxxx, President Attestand COO Director, Wholesale Operations and Support [*.*] CONFIDENTIAL TREATMENT REQUESTED: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. By: Name: Title: GRAYMARK PRODUCTIONS, INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[*.*].” AN UNREDACTED VERSION OF THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES ACT OF 1933, AND EXCHANGE COMMISSION. ATTACHMENT 1 to FIFTH AMENDMENT TO MASTER AGREEMENT *******NEW****** EXHIBIT E to Master Agreement Petroleum Product Purchases/Sales Agreement [*.*]Stations This Petroleum Product Purchase/Sales Agreement - [*.*] Stations (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES“Agreement”), OR dated effective as of July 1, 2011 (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or registered assignsthe “Effective Date”), is the registered holder of Placement Agent Warrants of GrayMark Productions, INC. entered into by and between Susser Petroleum Company LLC (the "Company"“Buyer”) and Valero Marketing and Supply Company (“Seller”). Each Placement Agent Warrant permits Buyer (then known as Susser Petroleum Company, LP) and Seller are the Holder hereof current parties to purchase initiallya Master Agreement, at any time from October 30dated July 28, 2004 2006 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30as amended as of the date hereof, 2008 ("Expiration Date"the “Master Agreement”), one (1) share the terms of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 per share. Any exercise of Placement Agent Warrants which shall be effected by surrender of incorporated as necessary into this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants Capitalized Terms that are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which Agreement that are not specifically defined in the Placement Agent Warrant Agreement shall herein, have the meanings assigned meaning given to them in the Placement Agent Warrant Master Agreement. Section 3.2 of the Master Agreement provides that certain Buyer retail stations within the [*.*] (as defined in the Master Agreement), which Seller has decided, in its sole discretion, cannot be branded pursuant to the Master Agreement due to competitive concerns (the “[*.*]”), shall be branded under this Agreement, and this Agreement is intended to cover [*.*] Stations as they exist from time to time. The initial [*.*] Stations are listed on the attached Schedule 1, which shall be updated from time to time by mutual agreement of the parties in the same manner and custom as the schedules under the Master Agreement are updated to reflect which stations are covered under the Master Agreement. Seller agrees to sell and deliver to Buyer and Buyer agrees to purchase and receive from Seller Motor Fuels (as that term is defined in the Master Agreement, the “Product(s)”) in accordance with the terms and provisions hereof.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONSAVIATION GROUP, INC. By: Xxxx Xxxxxxxxx------------------------------------ Lee Xxxxxxx, President Xxesident Attest: Xxxx X. Xxxx----------------------------------- , Secretary Viewtrade FINANCIAL, INC. ------------------------ FIRST LONDON SECURITIES CORPORATION By: Name: Title: GRAYMARK PRODUCTIONS------------------------------------ Dougxxx Xxxxxxx, INC. Xxesident 20 WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON _____________, 2004 2002 NO. PAW- Placement Agent W-______ ___________ Common Stock ___________ Warrant Representative Representative Warrants Warrants This Warrant Certificate certifies that ___________________, or registered assigns, is the registered holder of Placement Agent _____________ Common Stock Representative Warrants and/or ________ Warrant Representative Warrants of GrayMark ProductionsAviation Group, INC. Inc. (the "Company"). Each Placement Agent Common Stock Representative Warrant permits the Holder hereof to purchase initially, at any time from October 30_________, 2004 1998 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30____________, 2008 2002 ("Expiration Date"), one (1) share of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 ____ per shareshare (165% of the public offering price). Each Warrant Representative Warrant permits the Holder hereof to purchase initially, at any time from the Purchase Date until four (4) years from the Purchase Date, one (1) Underlying Warrant at the Exercise Price of $____ per Underlying Warrant (165% of the public offering price). Any exercise of Placement Agent Common Stock Representative Warrants and/or Warrant Representative Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Representative's Warrant Agreement dated August 11as of _____, 2003 and as amended pursuant to Amendment dated September 19, 20031997, between the Company and Viewtrade Financial, Inc. First London Securities Corporation (the "Representative's Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Representative's Warrant Agreement. The Placement Agent Common Stock 21 Representative Warrants and the Warrant Representative Warrants are also collectively referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONSGATEWAY AMERICAN PROPERTIES CORPORATION By:____________________________ Xxxxxx X. Deutsch, President Attest: ____________________________________ _________________________, Secretary XXXXXX XXXXX SECURITIES, INC. By: Xxxx Xxxxxxxxx:____________________________ Xxxxxx Xxxx, President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. By: Name: Title: GRAYMARK PRODUCTIONS, INC. GATEWAY AMERICAN PROPERTIES CORPORATION WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M.P.M, EASTERN TIME ON ____________, 2004 2002 NO. PAW- Placement Agent W-________ __________Common Stock __________ Warrant Representative Representative Warrants Warrants or __________ Underlying Warrants This Warrant Certificate certifies that __________________, or registered assigns, is the registered holder of Placement Agent __________ Common Stock Representative Warrants and/or __________ Warrant Representative Warrants and/or __________ Underlying Warrants of GrayMark Productions, INC. Gateway American Properties Corporation (the "Company"). Each Placement Agent Common Stock Representative Warrant permits the Holder hereof to purchase initially, at any time from October 30__________________, 2004 1997 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30__________________, 2008 2002 ("Expiration Date"), one (1) share of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 6.00 per share (150% of the public offering price). Each Warrant Representative Warrant permits the Holder hereof to purchase initially, at any time from the Purchase Date until five (5) years from the Purchase Date, one (1) Underlying Warrant at the Exercise Price of $.28125 per Underlying Warrant. Each Underlying Warrant permits the Holder thereof to purchase, at any time from the Purchase Date until five (5) years from the Purchase Date, one (1) share of the Company's Common Stock at the Exercise Price of $6.00 per share. Any exercise of Placement Agent Common Stock Representative Warrants and/or Warrant Representative Warrants and/or Underlying Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Representative's Warrant Agreement dated August 11as of __________, 2003 and as amended pursuant to Amendment dated September 19, 20031997, between the Company and Viewtrade FinancialXxxxxx Xxxxx Securities, Inc. (the "Representative's Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Representative's Warrant Agreement. The Placement Agent Common Stock Representative Warrants, the Warrant Representative Warrants, and the Underlying Warrants are also collectively referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.

IN WITNESS HEREOF. the parties hereto have caused executed this Agreement to be duly executed, as of the day and year first above writtenset forth above. GRAYMARK PRODUCTIONSBUYER: SELLER: AMERICAN REALTY CAPITAL II, INC. LLC 4400 N. XXXXXX, LLC By: Xxxx Xxxxxxxxx, President Attest: Xxxx /s/ Wxxxxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. Xxxxxx By: /s/ Mxxx X. XxXxx Name: Wxxxxxx X. Xxxxxx Name: Mxxx X. XxXxx Title: GRAYMARK PRODUCTIONS, INC. WARRANT CERTIFICATE President Title: Director Date: 3/31/11 Date: 3/31/11 THE WARRANTS REPRESENTED UNDERSIGNED HEREBY ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS CERTIFICATE AGREEMENT RELATING TO TITLE INSURER AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT DEPOSIT, ESCROW AGENT: CHICAGO TITLE INSURANCE COMPANY By: /s/ Exxxx X. Xxxxxx Name: Exxxx X. Xxxxxx Title: Vice President Date: March 4, 2011 EXHIBITS Exhibit A - Real Property Exhibit B - Form of Assignment and Assumption of Ground Lease Exhibit C - Form of Assignment and Assumption of Lease Exhibit D - Form of Bxxx of Sale Exhibit E - Form of Assignment of Contracts, Permits, Licenses and Warranties Exhibit F - Form of Tenant Estoppel Exhibit G - Form of Tenant Notice Exhibit H - Lease EXHIBIT B LEGAL DESCRIPTION OF PROPERTY EXHIBIT B FORM OF IDB ASSIGNMENT [TO BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT PROVIDED UNDER THE SECURITIES ACT SEPARATE COVER] EXHIBIT C FORM OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION ASSIGNMENT AND ASSUMPTION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or registered assigns, is the registered holder of Placement Agent Warrants of GrayMark Productions, INC. (the "Company"). Each Placement Agent Warrant permits the Holder hereof to purchase initially, at any time from October 30, 2004 LEASE AND SECURITY DEPOSIT _________________________________ ("Purchase Date") until 5:30 p.m. Eastern Time on October 30, 2008 ("Expiration DateAssignor"), one (1) share in consideration of the Company's Common Stock at sum of Ten and No/100 Dollars ($10.00) in hand paid and other good and valuable consideration, the initial exercise pricereceipt of which is hereby acknowledged, subject hereby assigns, transfers, sets over and conveys to adjustment in certain events _________________________________ (the "Exercise PriceAssignee"), all of $1.10 per shareAssignor's right, title and interest in and to that certain Lease dated _________________________________, between Assignor and _________________________________ (as amended from time to time, the "Lease"), including any and all security deposits under the Lease. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject Subject to the conditions limitations set forth herein below, Assignor does hereby agree to defend, indemnify and in the Placement Agent Agreement dated August 11hold harmless Assignee from any liability, 2003 damages (excluding speculative damages, consequential damages and as amended pursuant to Amendment dated September 19lost profits), 2003causes of action, between the Company expenses and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment reasonable attorneys' fees incurred by Assignee by reason of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of Assignor to have fulfilled, performed and discharged all of the Company to issue such new Warrant Certificates shall not in any way changevarious commitments, alterobligations and liabilities of the lessor, or otherwise impair, the rights landlord under and by virtue of the holder as set forth in Lease prior to the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer date of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject Assignment. Subject to the limitations provided herein set forth below, Assignee does hereby agree to defend, indemnify and in hold harmless Assignor from any liability, damages (excluding speculative damages, consequential damages and lost profits), causes of action, expenses and reasonable attorneys' fees incurred by Assignor by reason of the Placement Agent Warrant Agreementfailure of Assignee to have fulfilled, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than performed and discharged all of the Warrants evidenced various commitments, obligations and liabilities of the Landlord under and by this Certificate, virtue of the Company shall forthwith issue to Lease on and after the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) date of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant AgreementAssignment.

IN WITNESS HEREOF. this Note has been executed by the parties hereto have caused this Agreement Borrower and delivered to be duly executed, the Lender as of the day and year date first above written. GRAYMARK PRODUCTIONS“Borrower” 22nd CENTURY GROUP, INC. By: Xxxx Xxxxxxxxx, President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. a Nevada corporation By: Name: Title: GRAYMARK PRODUCTIONSExhibit A 22ND CENTURY GROUP, INC. CONVERSION NOTICE Reference is made to the Convertible Promissory Note (the “Note”) issued to the undersigned (the “Lender”) on December ___, 2011 by 22nd CENTURY GROUP, INC. (the “Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the below stated portion of the Principal Amount (as defined in the Note) into shares of common stock (the “Common Stock”) of the Company as of the date specified below. Date of Conversion: ___________________________ Principal Amount to be converted: ___________________ Dollars ($______________) Conversion Price: Seventy-Five Cents ($0.75) per share of Common Stock. Please issue to the Lender at the address shown below the resulting number of whole shares of Common Stock into which the above-stated portion of the Principal Amount is being converted. Authorization: Printed Name of Lender: ___________________________________ By: _____________________________ Name: Title: Date: ____________________, 2012 Exhibit C Form of Warrant THE WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY HEREOF HAVE NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (ii) AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES)AN AVAILABLE EXEMPTION FROM, OR (iii) IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER SAID ACT AND THE COMPANY RECEIVES AN OPINION OF COUNSELCOUNSEL TO THE HOLDER OF SUCH SECURITIES, IF SUCH WHICH COUNSEL AND OPINION SHALL BE REASONABLY ARE SATISFACTORY TO COUNSEL FOR THE ISSUERCOMPANY, THAT SUCH SECURITIES MAY BE OFFERED OR SOLD IN THE MANNER CONTEMPLATED WITHOUT AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SAID ACT IS AVAILABLEOR APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREINWarrant No. EXERCISABLE ON OR BEFORE 5:30 P.M.[___] Number of Shares of Common Stock: [_____] (subject to adjustment) Date of Issuance: [_____________], EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or registered assigns, is the registered holder of Placement Agent Warrants of GrayMark Productions2012 22ND CENTURY GROUP, INC. COMMON STOCK PURCHASE WARRANT (VOID AFTER [____________], 2017) 22nd Century Group, Inc., a Nevada corporation (the "“Company"”). Each Placement Agent Warrant permits , for value received, hereby certifies that ___________________________________ (the Holder hereof “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase initiallyfrom the Company, at any time or from October 30, 2004 time to time on or after the Date of Issuance and on or before 5:00 p.m. ("Purchase Date"Eastern time) until 5:30 p.m. Eastern Time on October 30, 2008 the date which is five ("Expiration Date"5) years immediately subsequent to the Date of Issuance (the “Exercise Period”), one (1) an aggregate of [________] shares of common stock, par value $0.00001 per share of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency “Common Stock”) of the Company, but subject at a purchase price of $1.50 per shares of Common Stock. The shares of Common Stock purchasable upon exercise of this Warrant, and the purchase price per share of Common Stock, each as adjusted from time to time pursuant to the conditions set forth herein and in the Placement Agent Agreement dated August 11provisions of this Warrant, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also hereinafter referred to as "Warrants". No the “Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company Shares” and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events“Purchase Price”, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreementrespectively.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as Certificate of Designation is executed on behalf of the Corporation by its President and attested by its Secretary this [______] day and year first above writtenof October, 1999. GRAYMARK PRODUCTIONS, INC. By: Xxxx Xxxxxxxxx, President Attest: Xxxx X. Xxxx, Secretary Viewtrade XXXXXXXX FINANCIAL, INC. ByBy:------------------------------- President ATTEST: Name: Title: GRAYMARK PRODUCTIONS---------------------------- Secretary STATE OF MISSOURI ) ) ss. COUNTY OF XXXXXXX ) Before me, the undersigned Notary Public in and for said county and state, this day personally appeared __________________________, personally known to me to be the President of XXXXXXXX FINANCIAL, INC. WARRANT and who executed the foregoing instrument as President of Xxxxxxxx Financial, Inc., and being first duly sworn, acknowledged reading in full and fully understanding the foregoing, acknowledged the facts therein stated to be true and correct, and who further acknowledged the execution of the same as the voluntary act of the Corporation. Witness my hand and seal this [______] day of October, 1999. --------------------------------- Notary Public My Commission Expires: ------------------------ EXHIBIT B FORM OF RIGHTS CERTIFICATE Certificate No. A- [___________] Rights NOT EXERCISABLE AFTER [_____________] OR EARLIER IF REDEEMED BY THE WARRANTS REPRESENTED COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $[__________________] PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS PRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF RIGHTS REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (iBECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS RIGHTS AGREEMENT.]* *The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. RIGHTS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants ------------------ This Warrant Certificate certifies that [________________________________________], or registered assigns, assigns is the registered holder owner of Placement Agent Warrants the number of GrayMark ProductionsRights set forth above, INC. each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of October [_____], 1999 (the "CompanyRIGHTS AGREEMENT") between Xxxxxxxx Financial, Inc., a Delaware corporation (the "COMPANY"). Each Placement Agent Warrant permits , and UMB Bank, N.A., a national banking association organized and existing under the Holder hereof laws of the United States of America (the "RIGHTS AGENT"), to purchase initially, from the Company at any time from October 30prior to 5:00 P.M. (New York, 2004 ("Purchase Date"New York time) until 5:30 p.m. Eastern Time on October 30[_______________] at the principal office or offices of the Rights Agent designated for such purpose, 2008 ("Expiration Date")or its successors as Rights Agent, one (1) 1/1,000ths of a fully paid nonassessable share of the Company's Common Series A Preferred Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise PricePREFERRED STOCK"), of the Company, at a purchase price of $1.10 [_________] per share. Any exercise 1/1,000ths of Placement Agent Warrants shall be effected by a share (the "PURCHASE PRICE"), upon presentation and surrender of this Warrant Rights Certificate with the Form of Election to Purchase and payment related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the Exercise Price at an office or agency number of the Company, but subject to the conditions shares which may be purchased upon exercise thereof) set forth herein above, and in the Placement Agent Agreement dated August 11Purchase Price per 1/1,000ths share set forth above, 2003 are the number and Purchase Price as amended pursuant to Amendment dated September 19of [_______________], 20031999, between based on the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order Preferred Stock of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, constituted at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreementdate.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONS, INC. INFOSONICS CORPORATION By: /s/ XXXXXX RAM Xxxxxx Ram President and Chief Executive Officer ATTEST: /s/ XXXX XXXXXXXX Xxxx Xxxxxxxxx, President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. Xxxxxxxx Chief Financial Officer GILFORD SECURITIES INCORPORATED By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: GRAYMARK PRODUCTIONS, INC. Senior Vice President INFOSONICS CORPORATION WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN P.M. PACIFIC TIME ON , 2004 2009 NO. PAW- Placement Agent W- 100,000 Common Stock Representative Warrants This Warrant Certificate certifies that that, or registered assigns, is the registered holder of Placement Agent Common Stock Representative Warrants of GrayMark Productions, INC. Infosonics Corporation (the "Company"). Each Placement Agent Common Stock Representative Warrant permits the Holder hereof to purchase initially, at any time from October 30, 2004 ("Purchase Date") until 5:30 p.m. Eastern Pacific Time on October 30, 2008 2009 ("Expiration DateTime"), one (1) share of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 $ per shareshare (145% of the public offering price). Any exercise of Placement Agent Common Stock Representative Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Representative's Warrant Agreement dated August 11as of , 2003 and as amended pursuant to Amendment dated September 19, 20032004, between the Company and Viewtrade FinancialGilford Securities Incorporated, Inc. as the same may be amended or modified from time to time (the "Representative's Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii3.1(b) of the Representative's Warrant Agreement. The Placement Agent Common Stock Representative Warrants are also referred to as "Warrants". ." No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration DateTime, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Representative's Warrant Agreement, which Placement Agent Representative's Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Representative's Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Representative's Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Representative's Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Representative's Warrant Agreement shall have the meanings assigned to them in the Placement Agent Representative's Warrant Agreement.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONSPRB GAS TRANSPORTATION, INC. By: Xxxx Xxxxxxxxx, President Attest: Xxxx Xxxxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. Xxxxxx Chief Executive Officer GILFORD SECURITIES INCORPORATED By: Name: Title: GRAYMARK PRODUCTIONSXxxxxx X. Xxxxx Senior Vice President PRB GAS TRANSPORTATION, INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., P.M. EASTERN TIME ON _______, 2004 2010 NO. PAW- Placement Agent W-__________ __________ Warrants This Warrant Certificate ("Warrant Certificate") certifies that __________________, or registered its assigns, is the registered holder ("Holder") of Placement Agent Warrants (as defined in the Warrant Agreement between the Company and Holder dated as of GrayMark Productions_______ __, INC. 2005 (the "Warrant Agreement")) of PRB Gas Transportation, Inc. (the "Company"). Each Placement Agent Warrant permits the Holder hereof to purchase initiallypurchase, at any time from October 30________, 2004 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30_______ __, 2008 2009 (the "Expiration Date"), one (1) share of the Company's Common Stock (the "Shares") at the initial exercise price, subject to adjustment in certain events events, of $6.60 per share (120% of the public offering price) (the "Exercise Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent . Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the WarrantsAgreement. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or or number of the Company's securities issuable thereupon may, subject to certain conditions, may be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof Holder a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof Holder as the absolute owner(s) owner of this Warrant certificate Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), ) for the purpose of any exercise hereof, and of any distribution to the holder(s) hereofHolder, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONSBEVERAGE WORKS, INC. By: Xxxx Xxxxxxxxx_______________________________ Lyle Xxxx, President Xxesident Attest: Xxxx X. Xxxx__________________________ _____________ , Secretary Viewtrade FINANCIAL, INC. FIRST LONDON SECURITIES CORPORATION By: Name: Title: GRAYMARK PRODUCTIONS_______________________________ Dougxxx Xxxxxxx, INC. Xxesident 18 19 WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M.P.M, EASTERN TIME ON _____________, 2004 2002 NO. PAW- Placement Agent W-______ ___________ Common Stock ___________ Warrant Representative Representative Warrants Warrants or ___________ Underlying Warrants This Warrant Certificate certifies that ___________________, or registered assigns, is the registered holder of Placement Agent _____________ Common Stock Representative Warrants and/or ________ Warrant Representative Warrants and/or _________________ Underlying Warrants of GrayMark ProductionsBEVERAGE WORKS, INC. (the "Company"). Each Placement Agent Common Stock Representative Warrant permits the Holder hereof to purchase initially, at any time from October 30_________, 2004 1997 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30____________, 2008 2002 ("Expiration Date"), one (1) share of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 ____ per shareshare (___% of the public offering price). Any exercise of Placement Agent Warrants shall be effected by surrender of this Each Warrant Certificate and payment of Representative Warrant permits the Holder hereof to purchase initially, at any time from the Purchase Date until five (5) years from the Purchase Date, one (1) Underlying Warrant at the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement")$____ per Underlying Warrant. Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.Each

IN WITNESS HEREOF. the parties hereto have caused executed this Agreement to be duly executed, as of the day date and year first above written. GRAYMARK PRODUCTIONSCENTURY BUSINESS CREDIT CORPORATION By: /s/ XXXXXXXXXXX XXXX ---------------------------------- Name: Xxxxxxxxxxx Xxxx Title: Senior Vice President ALARMEX HOLDINGS, L.L.C. By: /s/ X. XXXXX ---------------------------------- Name: X. Xxxxx Title: Attorney AGREED TO AND ACCEPTED: PERISCOPE SPORTSWEAR, INC. By: /s/ XXX XXXXXXXXX --------------------------- Name: Xxx Xxxxxxxxx Title: Vice President GIANT GROUP, LTD. By: /s/ XXXXX XXXXXXXX --------------------------- Name: Xxxxx Xxxxxxxx Title: Vice Chairman EXHIBIT A --------- Possession Agreement October 31, 2000 Century Business Credit Corporation 000 Xxxx Xxxxxxxxx, President Attest: Xxxx X. 00xx Xxxxxx Xxx Xxxx, Secretary Viewtrade FINANCIALXxx Xxxx 00000 Gentlemen: Pursuant to the terms of a Factoring Agreement by and between the undersigned and you dated as of August 10, 1999, the undersigned is indebted to you in the sum of approximately $14,387,000 plus interest from October 1, 2000 and costs, secured by security interests in your favor in all accounts, inventory, machinery, equipment, general intangibles and all other assets of the undersigned (the "Collateral"). Because of the inability of the undersigned to currently pay its accelerated debts and obligations to you, the undersigned herewith grants to you, effective as of 12:01 a.m. on October __, 2000, all rights of possession in and to the Collateral of the undersigned to be disposed of, as you, in your best discretion, deem advisable and for you to credit the net proceeds resulting from any sale or other disposition to the account of the undersigned with you. Any such net proceeds remaining after application thereof to the undersigned's indebtedness to you (together with interest and costs) shall be remitted to the undersigned. Subject to the rights of any landlord, this letter also serves as an authorization to any employee of the undersigned or any third party to grant you, and the undersigned hereby grants you, full and complete access to any premises where the Inventory is located to allow you to take possession of any such Inventory in order to enforce your rights against and collect the liability due to you from the undersigned. In addition, you may designate a custodian who shall have the right, among other things, to change the locks on all gates and doors providing access to such premises or the Inventory. The undersigned further acknowledges that it has defaulted in the payment of its accelerated debts and obligations to you and hereby waives and renounces all of its rights to notification under Section 9-504 of the Uniform Commercial Code ("UCC") as to the sale or other disposition by you of the Inventory and under Sections 9-505 and 9-506 of the UCC regarding acceptance of collateral as discharge of the obligations of the undersigned to you and waiver of the undersigned's right to redeem collateral, respectively. The undersigned knowingly and intelligently waives any rights it may have to notice and a hearing before a court of competent jurisdiction and consents to your entry on the premises where the Inventory is located for the purposes set forth herein. Very truly yours, PERISCOPE SPORTSWEAR, INC. By: By /s/ Xxx Xxxxxxxxx ------------------------ Name: Xxx Xxxxxxxxx Title: GRAYMARK PRODUCTIONS, INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or registered assigns, is the registered holder of Placement Agent Warrants of GrayMark Productions, INC. (the "Company"). Each Placement Agent Warrant permits the Holder hereof to purchase initially, at any time from October 30, 2004 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30, 2008 ("Expiration Date"), one (1) share of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.Vice President

IN WITNESS HEREOF. the parties hereto have Port of St. Helens, Oregon has caused this Agreement Bond to be duly executed, executed in its name by the manual or facsimile signature of its President and its Secretary as of the day date and year first above written. GRAYMARK PRODUCTIONSXXXX XX XX. XXXXXX, INCXXXXXX By ---------------------------------- President By ---------------------------------- Secretary CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Ordinance, and is properly registered and authenticated pursuant to that Ordinance. ByDate of Authentication: Xxxx XxxxxxxxxSECURITY PACIFIC BANK OREGON as Trustee and Registrar By ---------------------------------- Authorized Officer INDENTURE OF TRUST - Page 53. The following abbreviations, President Attest: Xxxx X. Xxxxwhen used in the inscription on the face of the within Bond, Secretary Viewtrade FINANCIAL, INCshall be construed as though they were written out in full according to applicable laws or regulations. By: Name: Title: GRAYMARK PRODUCTIONS, INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF XXXX MIN ACT Custodian --------------------- ---------------- (iCust) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (iiMinor) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT under Uniform Transfer to Minors Act ------------------------------------ (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iiiState) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or registered assigns, is the registered holder of Placement Agent Warrants of GrayMark Productions, INCAdditional abbreviations may also be used though not set forth above. (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED, the "Company")undersigned sells, assigns and transfers unto ------------------------------------------------------------ PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OX ASSIGNEE -------------------------------------------------------------------------------- / /------------------------------------------------------------------------------- / /------------------------------------------------------------------------------- (Name and Address of Assignee) -------------------------------------------------------------------------------- the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ------------------------------------------------------------------- to transfer the within Bond on the books kept for registration thereof, wish full power of substitution in the premises. Each Placement Agent Warrant permits Dated: ---------------------------------- Note: The signature(s) on this assignment must correspond wish the Holder hereof to purchase initially, at any time from October 30, 2004 ("Purchase Date"name(s) until 5:30 p.m. Eastern Time as written on October 30, 2008 ("Expiration Date"), one (1) share the face of the Company's Common Stock at the initial exercise pricewithin registered Bond in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed: -------------------------------------------------------------------------------- (Commercial bank, subject to adjustment in certain events (the "Exercise Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office trust company or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part member of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyonenational stock exchange), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.

IN WITNESS HEREOF. the parties hereto have caused executed this Agreement to be duly executed, as of the day and year date first above writtenwritten above. GRAYMARK PRODUCTIONSVention Medical Costa Rica, INCSA. AirXpanders, Inc. By: Xxxx Xxxxxxxxx, President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. _________________________ By: Name: _________________________ Title: GRAYMARK PRODUCTIONS_______________________ Title: _______________________ Printed Name:_________________ Printed Name:_________________ Date: ________________________ Date: ________________________ Vention Medical Inc. (solely for purposes of Section 1.10) By: _________________________ Title: _______________________ Printed Name:_________________ Date: ________________________ [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, INC. WARRANT CERTIFICATE MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE WARRANTS REPRESENTED BY THIS CERTIFICATE SECURITIES AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT EXCHANGE COMMISSION PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 19331934, (ii) AS AMENDED. Exhibit A ITEM NUMBER [ * ] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE 24B-2 OF THE WARRANTS REPRESENTED SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Exhibit B: Based upon the assumptions listed in proposal [ * ]; the following table reflects the estimated timing and unit pricing at Vention Costa Rica. [ * ] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE WARRANT AGREEMENT REFERRED SECURITIES AND EXCHANGE COMMISSION PURSUANT TO HEREINRULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXERCISABLE ON OR BEFORE 5:30 P.M.EXHIBIT 10.15 [ * ] = Certain confidential information contained in this document, EASTERN TIME ON marked by brackets, 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or registered assigns, is has been omitted and filed separately with the registered holder of Placement Agent Warrants of GrayMark Productions, INC. (the "Company"). Each Placement Agent Warrant permits the Holder hereof Securities and Exchange Commission pursuant to purchase initially, at any time from October 30, 2004 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30, 2008 ("Expiration Date"), one (1) share Rule 24b-2 of the Company's Common Stock at the initial exercise priceSecurities Exchange Act of 1934, subject to adjustment in certain events (the "Exercise Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreementamended.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONSATTEST: ALGODON GLOBAL PROPERTIES, LLC By: InvestProperty Group, LLC, Managing Member /s/ Txx Xxxxxxxxxx By: /s/ Sxxxx X. Xxxxxx Secretary Name: Sxxxx X. Xxxxxx Title: President DPEC CAPITAL, INC. By: Xxxx Xxxxxxxxx, President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. By: /s/ Dxxxxx Xxxxxxxx Name: Dxxxxx Xxxxxxxx Title: GRAYMARK PRODUCTIONS, INC. Senior Vice President WARRANT CERTIFICATE THE WARRANTS SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREINDATED AS OF JULY 18, 2008 BETWEEN THE ISSUER AND DPEC CAPITAL, INC. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON NEW YORK TIME, 2004 NO____________, 2013 Warrant No. PAW- Placement Agent Warrants ___ ____________ Units of Non-managing Membership Interests of the Company This Warrant Certificate certifies that DPEC Capital, Inc., or its registered assigns, is the registered holder of Placement Agent Warrants of GrayMark Productions, INC. (the "Company"). Each Placement Agent Warrant permits the Holder hereof to purchase initially, at any time from October 30____________, 2004 ("Purchase Date") 20__ until 5:30 p.m. Eastern Time p.m., New York time on October 30___________, 2008 2013 ("“Expiration Date"”), one up to_________ units of fully-paid and non-assessable non-managing membership interests (1the “Units”) share of ALGODON GLOBAL PROPERTIES, LLC, a Delaware limited liability company (the “Company's Common Stock ”), at the initial exercise price, subject to adjustment in certain events (the "Exercise Price")events, of $1.10 1.00 per share. Any exercise of Placement Agent Warrants shall be effected by Unit (the “Exercise Price”) upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Warrant Agreement dated August 11as of July 18, 2003 and as amended pursuant to Amendment dated September 19, 2003, 2008 between the Company and Viewtrade FinancialDPEC Capital, Inc. (the "“Warrant Agreement"”). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants"Company. No Warrant may be exercised after 5:30 p.m., Eastern TimeNew York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "“holders" ” or "“holder" ” meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, events the Exercise Price and the type and/or number of the Company's ’s securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of numbered unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a unit-holder of the Company.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONS, INC. ANDEAN DEVELOPMENT CORPORATION By: Xxxx Xxxxxxxxx________________________________ Pedro Pablo Errazuriz, President Attest: ________________________________ Xxxx X. XxxxXxxx Yrarrazaval, Secretary Viewtrade FINANCIALBARRON CHASE SECURITIES, INC. ByXx: Name: Title: GRAYMARK PRODUCTIONS________________________________ Robert Kirk, INC. President WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M.P.M, EASTERN TIME ON __________, 2004 200 _____ NO. PAW- Placement Agent W- ______________ Common Stock ____________ Warrant Representative Representative Warrants Warrants or ____________ Underlying Warrants This Warrant Certificate certifies that _________________ , or registered assigns, is the registered holder of Placement Agent __________ Common Stock Representative Warrants and/or _________ Warrant Representative Warrants and/or ____________ Underlying Warrants of GrayMark Productions, INC. Andean Development Corporation (the "Company"). Each Placement Agent Common Stock Representative Warrant permits the Holder hereof to purchase initially, at any time from October 30_______ , 2004 1996 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30_________ , 2008 2001 ("Expiration Date"), one (1) share of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 7.50 per share (150% of the public offering price). Each Warrant Representative Warrant permits the Holder hereof to purchase initially, at any time from the Purchase Date until five (5) years from the Purchase Date, one (1) Underlying Warrant at the Exercise Price of $.1875 per Underlying Warrant. Each Underlying Warrant permits the Holder thereof to purchase, at any time from the Purchase Date until five (5) years from the Purchase Date, one (1) share of the Company's Common Stock at the Exercise Price of $7.50 per share. Any exercise of Placement Agent Common Stock Representative Warrants and/or Warrant Representative Warrants and/or Underlying Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Representative's Warrant Agreement dated August 11as of _________ , 2003 and as amended pursuant to Amendment dated September 19, 20031996, between the Company and Viewtrade FinancialBarron Chase Securities, Inc. (the "Representative's Warrant AgreementAgreemxxx"). Payment Xxxxxnt of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Representative's Warrant Agreement. The Placement Agent Common Stock Representative Warrants, the Warrant Representative Warrants, and the Underlying Warrants are also collectively referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONSPRECIS SMART CARD SYSTEMS, INC. BY: ----------------------------------- Xxxxx X. Xxxxxx Chief Executive Officer Attest: ------------------------------ Xxxx X. Xxxx, Secretary XXXXXX XXXXX SECURITIES, INC. By: Xxxx Xxxxxxxxx----------------------------------- Xxxxxx Xxxx, President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. By: Name: Title: GRAYMARK PRODUCTIONSPRECIS SMART CARD SYSTEMS, INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M.P.M, EASTERN TIME ON ___________, 2004 NO. PAW- Placement Agent W-____ _____________ Common Stock Underwriter Warrants This Warrant Certificate certifies that _____________, or registered assigns, is the registered holder of Placement Agent of_________ Common Stock Underwriter Warrants of GrayMark ProductionsPRECIS SMART CARD SYSTEMS, INC. (the "Company"). Each Placement Agent Common Stock Underwriter Warrant permits the Holder hereof to purchase initially, at any time from October 30__________, 2004 2000 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30__________, 2008 2004 ("Expiration Date"), one (1) share of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 9.00 per shareshare (150% of the public offering price). Any exercise of Placement Agent Common Stock Underwriter Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Underwriter's Warrant Agreement dated August 11as of ________, 2003 and as amended pursuant to Amendment dated September 19, 20032000, between the Company and Viewtrade FinancialXxxxxx Xxxxx Securities, Inc. (the "Underwriter's Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Underwriter's Warrant Agreement. The Placement Agent Common Stock Underwriter Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.

IN WITNESS HEREOF. the parties hereto have caused executed this Agreement to be duly executed, as of the day and year date first above writtenwritten above. GRAYMARK PRODUCTIONSVention Medical Costa Rica, INCSA. AirXpanders, Inc. By: Xxxx Xxxxxxxxx, President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. By: Name: Title: GRAYMARK PRODUCTIONSTitle: Printed Name: Printed Name: Date: Date: Vention Medical Inc. (solely for purposes of Section 1.10) By: Title: Printed Name: Date: [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, INC. WARRANT CERTIFICATE MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE WARRANTS REPRESENTED BY THIS CERTIFICATE SECURITIES AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT EXCHANGE COMMISSION PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 19331934, (ii) AS AMENDED. Exhibit A [ * ] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE 24B-2 OF THE WARRANTS REPRESENTED SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Exhibit B: [ * ] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE WARRANT AGREEMENT REFERRED SECURITIES AND EXCHANGE COMMISSION PURSUANT TO HEREINRULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXERCISABLE ON OR BEFORE 5:30 P.M.[ * ] = Certain confidential information contained in this document, EASTERN TIME ON marked by brackets, 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or registered assigns, is has been omitted and filed separately with the registered holder of Placement Agent Warrants of GrayMark Productions, INC. (the "Company"). Each Placement Agent Warrant permits the Holder hereof Securities and Exchange Commission pursuant to purchase initially, at any time from October 30, 2004 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30, 2008 ("Expiration Date"), one (1) share Rule 24b-2 of the Company's Common Stock at Securities Exchange Act of 1934, as amended. Exhibit C: [ * ] [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the initial exercise price, subject Securities and Exchange Commission pursuant to adjustment in certain events (the "Exercise Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment Rule 24b-2 of the Exercise Price at an office or agency Securities Exchange Act of the Company1934, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement")amended. Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.Exhibit D:

IN WITNESS HEREOF. the parties hereto Parties have caused executed this Agreement to be duly executed, as of the day and year first above writtenEffective Date. GRAYMARK PRODUCTIONSTHE BRANIGAR ORGANIZATION, INC. By: Xxxx Xxxxxxxxx/s/ XXXXXX X. XXXXXXXXX -------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Title: Agent and Attorney-in-Fact PURE PARTNERS, President AttestL.P., By: Pure Resources I, Inc., its General Partner By: /s/ XXXX XXXXXXXXX ------------------- Name: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. By: Name: Xxxxxxxxx Title: GRAYMARK PRODUCTIONSPresident Schedule A to Senior Note Agreement between The Branigar Organization, INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY Inc., as Borrower, and Pure Partners, L.P., as Lender, dated as of the 31st day of January, 2001 FORM OF PROMISSORY NOTE ----------------------- THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY SECURITY HAS NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (iiTHE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXCEPT AS PROVIDED IN SECTION 8.2 OF THAT CERTAIN SENIOR NOTE AGREEMENT BETWEEN BORROWER AND LENDER DATED AS OF JANUARY 31, 2001, THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (ISSUER OF THIS SECURITY OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO AN AFFILIATE OF THE DISPOSITION OF SECURITIES)ISSUER, OR (iiiB) PURSUANT TO AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLETHE SECURITIES ACT. Houston, Texas U.S. $270,000,000 January 31, 2001 FOR VALUE RECEIVED, THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or registered assigns, is the registered holder of Placement Agent Warrants of GrayMark ProductionsBRANIGAR ORGANIZATION, INC. ., an Illinois corporation (the "Company"). Each Placement Agent Warrant permits the Holder hereof to purchase initially, at any time from October 30, 2004 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30, 2008 ("Expiration Date"Borrower), one (1) share of the Company's Common Stock at the initial exercise price, subject hereby promises to adjustment in certain events (the "Exercise Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable pay to the order of Pure Partners, L.P., a Delaware limited partnership (Lender), on or before the Company in Maturity Date the event there is no cashless exercise principal sum of Two Hundred Seventy Million Dollars ($270,000,000) or such lesser amount as shall equal the aggregate unpaid principal amount of all Loans made to Borrower by Lender pursuant to Section 3.1(ii) the terms and conditions of that certain Senior Note Agreement between Borrower and Lender, dated as of even date herewith (as from time to time amended or supplemented, the Agreement), in lawful money of the Warrant Agreement. The Placement Agent Warrants are also referred United States of America in immediately available funds to as "Warrants". No Warrant may be exercised after 5:30 p.m.an account in Lender's name at a bank in New York, Eastern TimeNew York designated in writing by Lender, on the Expiration Date, dates and in the principal amounts provided in the Agreement. Borrower also promises to pay interest on the unpaid principal amount of the Loans in like money to said account from the date the Loans are made until paid at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be voidthe rate as determined in the Agreement on the dates provided in Section 3.1 of the Agreement. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant This Note is the "Note" referenced in the Agreement and is entitled to the Placement Agent Warrant benefits of the Agreement. Except as otherwise provided in the Agreement, which Placement Agent Warrant Agreement this Note is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, not subject to certain conditionsvoluntary prepayment, be adjustedin whole or in part. In such event, Capitalized terms used in this Note without definition shall have the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as meanings set forth in the Placement Agent Warrant Agreement for such terms. In case an Event of Default shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. Upon due presentment for registration Except as otherwise provided in the Agreement, Borrower hereby waives presentment, demand, protest or transfer notice of any kind in connection with this Warrant Certificate at an office or agency Note. This Note shall be construed in accordance with and be governed by the internal laws of the State of New York. THE BRANIGAR ORGANIZATION, INC. By:______________________________________ Name:_______________________________ Title:______________________________ ADVANCES AND PAYMENTS OF PRINCIPAL Amount of Principal Paid Unpaid Balance Notation Date Amount of Advance or Prepaid Balance Made By ---- ----------------- ---------- ------- ------- Schedule B to Senior Note Agreement between The Branigar Organization, Inc., as Borrower, and Pure Partners, L.P., as Lender, dated as of the 31st day of January, 2001 FORM OF GUARANTY ---------------- GUARANTY AGREEMENT ------------------ This Guaranty Agreement (this "Guaranty") is made as of the 31st day of January, 2001, by International Paper Company, a new Warrant Certificate New York corporation (together with any successors or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificateassigns permitted hereunder, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone"Guarantor"), for the purpose of any exercise hereofto Pure Partners, L.P., a Delaware limited partnership (together with its successors and of any distribution to the holder(s) hereofassigns, and for all other purposes, and the Company shall "Beneficiary"). Terms not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement herein shall have the meanings assigned to them in the Placement Agent Warrant AgreementNote Agreement (as defined below).

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as Certificate of Designation is executed on behalf of the Corporation by its President and attested by its Secretary this _____ day and year first above writtenof October, 2005. GRAYMARK PRODUCTIONSDST SYSTEMS, INC. By: Xxxx Xxxxxxxxx-------------------------- Thomas A. McDonnell Presidxxx XXXXXX: ------------------------- Secretary STATE OF MISSOURI ) ) ss. COUNTY OF JACKSON ) Before me, the undersigned Notary Xxxxxx in and for said county and state, this day personally appeared , personally known to me to ----------------------- be the President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIALof DST SYSTEMS, INC. Byand who executed the foregoing instrument as President of DST Systems, Inc. and being first duly sworn, acknowledged reading in full and fully understanding the foregoing, acknowledged the facts therein stated to be true and correct, and who further acknowledged the execution of the same as the voluntary act of the Corporation. Witness my hand and seal this day of , 2005. ----- ------------ -------------------------------- Notary Public My Commission Expires: Name: Title: GRAYMARK PRODUCTIONSEXHIBIT B FORM OF RIGHTS CERTIFICATE CERTIFICATE NO. R- RIGHTS ---------- ----------- NOT EXERCISABLE AFTER OCTOBER 17, INC2015 OR EARLIER IF REDEEMED BY THE COMPANY. WARRANT CERTIFICATE THE WARRANTS REPRESENTED RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $ PER RIGHT ON THE TERMS SET FORTH IN THE -------------- RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS PRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF RIGHTS REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (iBECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS RIGHTS AGREEMENT.]* RIGHTS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON , 2004 NO. PAW- Placement Agent Warrants This Warrant Certificate certifies that , or --------------------------------------------- registered assigns, assigns is the registered holder owner of Placement Agent Warrants the number of GrayMark ProductionsRights set forth above, INC. each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of , 2005 ----------- (the "Rights Agreement") between DST Systems, Inc., a Delaware corporation (the "Company"). Each Placement Agent Warrant permits , and EquiServe Trust Company, N.A., a national banking association (the Holder hereof "Rights Agent"), to purchase initially, from the Company at any time from October 30prior to 5:00 P.M. (Kansas City, 2004 Missouri time) on at the principal office ----------------- or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, 1/1,000ths of a fully paid nonassessable share of the Series A Preferred Stock (the "Purchase Date") until 5:30 p.m. Eastern Time on October 30, 2008 ("Expiration DatePreferred Stock"), one (1) share of the Company's Common Stock , at the initial exercise price, subject to adjustment in certain events a purchase price of $ per 1/1,000ths of a share (the "Exercise Purchase Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by upon presentation ---------- and surrender of this Warrant Rights Certificate with the Form of Election to Purchase and payment related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the Exercise Price at an office or agency number of the Company, but subject to the conditions shares which may be purchased upon exercise thereof) set forth herein above, and in the Placement Agent Agreement dated August 11Purchase Price per 1/1,000ths share set forth above, 2003 are the number and Purchase Price as amended pursuant to Amendment dated September 19of , 2003200 , between ---------------- - based on the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order Preferred Stock of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) as constituted at such date. ---------------- *The portion of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference legend in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants brackets shall be issued to inserted only if applicable and shall replace the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreementpreceding sentence.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONSATTEST: ALGODON WINES & LUXURY DEVELOPMENT GROUP, INC. /s/ Kxxxx Xxxxxx By: /s/ Sxxxx X. Xxxxxx Director of Compliance Name: Sxxxx X. Xxxxxx Title: Chief Executive Officer DPEC CAPITAL, INC. By: Xxxx Xxxxxxxxx, President Attest: Xxxx X. Xxxx, Secretary Viewtrade FINANCIAL, INC. By: /s/ Txx Xxxxxxxxxx Name: Txx Xxxxxxxxxx Title: GRAYMARK PRODUCTIONS, INC. Financial and Operations Principal WARRANT CERTIFICATE THE WARRANTS SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREINDATED AS OF OCTOBER 1, 2012 BETWEEN THE ISSUER AND DPEC CAPITAL, INC. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON NEW YORK TIME, 2004 NOMarch 31, 2018 Warrant No. PAW- Placement Agent Warrants ___ ____________ Shares of Preferred Shares This Warrant Certificate certifies that DPEC Capital, Inc., or registered assigns, is the registered holder of Placement Agent Warrants of GrayMark Productions, INC. (the "Company"). Each Placement Agent Warrant permits the Holder hereof to purchase initially, at any time from October 30March 31, 2004 ("Purchase Date") 2013 until 5:30 p.m. Eastern Time p.m., New York time on October 30March 31, 2008 2018 ("“Expiration Date"”), one up to ____,000 shares of fully-paid and non-assessable Series A Preferred Shares, $.01 par value per share (1the “Preferred Shares”) share of ALGODON WINES & LUXURY DEVELOPMENT GROUP, INC., a Delaware corporation (the “Company's Common Stock ”), at the initial exercise price, subject to adjustment in certain events (the "Exercise Price")events, of $1.10 2.30 per share. Any exercise share of Placement Agent Warrants shall be effected by Preferred Shares (the “Exercise Price”) upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Warrant Agreement dated August 11as of October 1, 2003 and as amended pursuant to Amendment dated September 19, 2003, 2012 between the Company and Viewtrade FinancialDPEC Capital, Inc. (the "“Warrant Agreement"”). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants"Company. No Warrant may be exercised after 5:30 p.m., Eastern TimeNew York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "“holders" ” or "“holder" ” meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, events the Exercise Price and the type and/or number of the Company's ’s securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of numbered unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement. This Warrant Certificate does not entitle any holder thereof to any of the rights of a shareholder of the Company.

IN WITNESS HEREOF. the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. GRAYMARK PRODUCTIONS, INC. By: /s/ XXXX XXXXXXXXX Xxxx Xxxxxxxxx, President Attest: /s/ XXXX X. XXXX Xxxx X. Xxxx, Secretary Viewtrade VIEWTRADE FINANCIAL, INC. By: /s/ XXXXX ST.CLAIR Name: XXXXX ST.CLAIR Title: PRESIDENT 13 GRAYMARK PRODUCTIONS, INC. WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., EASTERN TIME ON OCTOBER 30, 2004 2008 NO. PAW- PAW-1 443,250 Placement Agent Warrants This Warrant Certificate certifies that Viewtrade Financial, or registered assigns, is the registered holder of 443,250 Placement Agent Warrants of GrayMark Productions, INC. (the "Company"). Each Placement Agent Warrant permits the Holder hereof to purchase initially, at any time from October 30, 2004 ("Purchase Date") until 5:30 p.m. Eastern Time on October 30, 2008 ("Expiration Date"), one (1) share of the Company's Common Stock at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $1.10 per share. Any exercise of Placement Agent Warrants shall be effected by surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Placement Agent Agreement dated August 11, 2003 and as amended pursuant to Amendment dated September 19, 2003, between the Company and Viewtrade Financial, Inc. (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified check or official bank check in New York Clearing House funds payable to the order of the Company in the event there is no cashless exercise pursuant to Section 3.1(ii) of the Warrant Agreement. The Placement Agent Warrants are also referred to as "Warrants". No Warrant may be exercised after 5:30 p.m., Eastern Time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Placement Agent Warrant Agreement, which Placement Agent Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation or rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Placement Agent Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Placement Agent Warrant Agreement. Upon due presentment for registration or transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Placement Agent Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Placement Agent Warrant Agreement shall have the meanings assigned to them in the Placement Agent Warrant Agreement.