SUPERCLICK INC
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>v023121_ex10-4.txt
<TEXT>
                                                                    EXHIBIT 10.4

                                 FORM OF WARRANT

      THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
      1933, AS AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
      OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT
      FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER  EVIDENCE  ACCEPTABLE
      TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                                SUPERCLICK, INC.

                          COMMON STOCK PURCHASE WARRANT

      1. Issuance.  In  consideration  of good and valuable  consideration,  the
receipt and sufficiency of which is hereby  acknowledged by SUPERCLICK,  INC., a
Washington  corporation  (the  "Company"),  CHICAGO VENTURE  PARTNERS,  L.P., an
Illinois  limited  partnership,  or registered  assigns (the "Holder") is hereby
granted  the  right to  purchase  at any time,  on or after  the Issue  Date (as
defined below) until 5:00 P.M., Chicago time, on the Expiration Date (as defined
below), Seven Hundred Forty Eight Thousand Five Hundred Two (748,502) fully paid
and  nonassessable  shares of the Company's  Common Stock,  par value $.0006 per
share (the  "Common  Stock"),  at an  exercise  price per share  (the  "Exercise
Price") equal to (i) the average  Closing Price for the forty-five  (45) Trading
Days ending on the Trading Day immediately  before the Exercise Date (as defined
below), multiplied by (ii) a percentage equal to (x) one hundred percent (100%),
less (y) the Pre-Maturity  Effective Percentage  (provided,  however,  that such
amount shall be recomputed if the Pre-Maturity  Effective Percentage is adjusted
as  contemplated  by  this  Debenture  or the  Securities  Purchase  Agreement);
provided,  however,  that the Exercise Price shall not be less than Thirty Cents
($0.30) per share;  provided,  further,  that,  with respect to each such amount
referred to in this  definition,  as that amount may be subsequently be adjusted
as provided in this  Debenture or in the  Securities  Purchase  Agreement.  This
Warrant  is  being  issued  pursuant  to the  terms of that  certain  Securities
Purchase Agreement,  dated as of August 1, 2005 (the "Agreement"),  to which the
Company  and  Holder  (or  Holder's   predecessor   in  interest)  are  parties.
Capitalized  terms not otherwise defined herein shall have the meanings ascribed
to them in the Agreement.  This Warrant was  originally  issued to the Holder or
the Holder's predecessor in interest on August 1, 2005 (the "Issue Date").

<PAGE>

      2. Exercise of Warrants.

            2.1 General.

            (a) This Warrant is  exercisable in whole or in part at any time and
from  time  to time  commencing  on the  Issue  Date.  Such  exercise  shall  be
effectuated  by submitting to the Company  (either by delivery to the Company or
by facsimile  transmission as provided in Section 8 hereof) a completed and duly
executed Notice of Exercise  (substantially in the form attached to this Warrant
Certificate)  as provided in the Notice of Exercise  (or revised by notice given
by  the  Company  as  contemplated  by  the  Section  headed  "NOTICES"  in  the
Agreement).  The date such Notice of  Exercise is faxed to the Company  shall be
the  "Exercise  Date,"  provided  that,  if such  exercise  represents  the full
exercise of the outstanding  balance of the Warrant,  the Holder of this Warrant
tenders this  Warrant  Certificate  to the Company  within five (5) Trading Days
thereafter.  The  Notice of  Exercise  shall be  executed  by the Holder of this
Warrant  and  shall  indicate  (i) the  number of shares  then  being  purchased
pursuant to such exercise and (ii) if applicable  (as provided  below),  whether
the exercise is a cashless exercise.

            (b) The  provisions of this Section  2.1(b) shall only be applicable
if,  and only if,  on the  Exercise  Date  there  is no  effective  Registration
Statement covering the Warrant Shares (other than during a Permitted  Suspension
Period,  as  defined in the  Registration  Rights  Agreement).  If the Notice of
Exercise form elects a "cashless" exercise, the Holder shall thereby be entitled
to  receive a number of shares of Common  Stock  equal to (w) the  excess of the
Current  Market Value (as defined  below) over the total cash exercise  price of
the portion of the Warrant then being exercised, divided by (x) the Market Price
of the Common Stock.  For the purposes of this  Warrant,  the terms (y) "Current
Market  Value"  shall  mean an amount  equal to the  Market  Price of the Common
Stock,  multiplied  by the number of shares of Common  Stock  specified  in such
Notice of Exercise  Form,  and (z) "Market Price of the Common Stock" shall mean
the Closing Price of the Common Stock on the Exercise Date.

            (c) If the Notice of Exercise  form elects a "cash"  exercise (or if
the cashless exercise referred to in the immediately  preceding paragraph (b) is
not available in  accordance  with its terms),  the Exercise  Price per share of
Common  Stock for the  shares  then being  exercised  shall be  payable,  at the
election of the Holder,  in cash or by  certified  or official  bank check or by
wire transfer in  accordance  with  instructions  provided by the Company at the
request of the Holder.

            (d) Upon the appropriate  payment, if any, of the Exercise Price for
the  shares of Common  Stock  purchased,  together  with the  surrender  of this
Warrant  Certificate  (if  required),  the Holder shall be entitled to receive a
certificate  or  certificates  for the shares of Common Stock so purchased.  The
Company  shall  deliver such  certificates  representing  the Warrant  Shares in
accordance  with the  instructions  of the Holder as  provided  in the Notice of
Exercise  (the  certificates  delivered  in  such  manner,  the  "Warrant  Share
Certificates") within three (3) Trading Days (such third Trading Day, a "Warrant
Share Delivery Date") of (i) with respect to a "cashless exercise," the Exercise
Date or, (ii) with respect to a "cash" exercise,  the later of the Exercise Date
or the date the payment of the Exercise Price for the relevant Warrant Shares is
received by the Company.

<PAGE>

            (e) The  Holder  shall be  deemed  to be the  holder  of the  shares
issuable to it in  accordance  with the  provisions  of this  Section 2.1 on the
Exercise Date.

            (f) The  Holder  may elect to  exercise  a portion  of this  Warrant
without electing to redeem the balance of this Warrant.

            2.2 Limitation on Exercise.  Notwithstanding  the provisions of this
Warrant,  the  Agreement  or of the other  Transaction  Agreements,  in no event
(except (i) as  specifically  provided in this  Warrant as an  exception to this
provision,  (ii) during the  forty-five  (45) day period prior to the Expiration
Date,  or (iii) while there is  outstanding a tender offer for any or all of the
shares of the  Company's  Common Stock) shall the Holder be entitled to exercise
this Warrant, or shall the Company have the obligation to issue shares upon such
exercise of all or any portion of this  Warrant to the extent  that,  after such
exercise the sum of (1) the number of shares of Common Stock  beneficially owned
by the Holder and its affiliates (other than shares of Common Stock which may be
deemed  beneficially  owned through the ownership of the unexercised  portion of
the Warrants or other rights to purchase  Common Stock or through the  ownership
of the  unconverted  portion of convertible  securities),  and (2) the number of
shares of Common Stock  issuable  upon the exercise of the Warrants with respect
to which the  determination  of this  proviso  is being  made,  would  result in
beneficial  ownership by the Holder and its affiliates of more than 4.99% of the
outstanding  shares of Common Stock (after  taking into account the shares to be
issued to the Holder  upon such  exercise).  For  purposes of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"),  except as otherwise  provided in clause (1) of such sentence.
The Holder, by its acceptance of this Warrant, further agrees that if the Holder
transfers  or assigns  any of the  Warrants to a party who or which would not be
considered  such an  affiliate,  such  assignment  shall be made  subject to the
transferee's or assignee's  specific  agreement to be bound by the provisions of
this Section 2.2 as if such  transferee  or assignee  were the  original  Holder
hereof.

            2.3 Certain Definitions. As used herein, each of the following terms
has the meaning set forth below, unless the context otherwise requires:

            (a)  "Expiration  Date" means the date on which the last calendar of
the month in which the fifth anniversary of the Effective Date occurs.

      3.  Reservation  of Shares.  The Company  hereby  agrees that at all times
during the term of this  Warrant  there  shall be  reserved  for  issuance  upon
exercise of this Warrant, the Reservation  Percentage of the number of shares of
its Common Stock as shall be required for issuance of the Warrant Shares for the
then unexercised portion of this Warrant. For the purposes of such calculations,
the Company  should  assume that the  outstanding  portion of this Warrants were
exercisable in full at any time,  without regard to any restrictions which might
limit the  Holder's  right to exercise  any portion of this  Warrant held by the
Holder.

                                       3
<PAGE>

      4. Mutilation or Loss of Warrant.  Upon receipt by the Company of evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and (in the case of loss, theft or destruction)  receipt of reasonably
satisfactory indemnification, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant
shall thereupon become void.

      5. Rights of the Holder. Except as set forth in this Section 5, the Holder
shall not, by virtue  hereof,  be entitled to any rights of a stockholder in the
Company,  either at law or equity,  and the rights of the Holder are  limited to
those  expressed  in this  Warrant and are not  enforceable  against the Company
except to the extent set forth herein.  Notwithstanding  the  provisions of this
Warrant,  the Agreement or of the other Transaction  Agreements,  if the Company
shall declare a dividend upon the Common Stock (whether  payable out of earnings
or earned  surplus or  otherwise),  then the Company  shall pay to the Holder an
amount  equal to the dividend  payment  which would have been paid to the Holder
had all of the Holder's  unexercised Warrants outstanding on the record date for
determining  the amount of dividend  payments to be paid to security  holders of
the  Company  been  exercised  as of the close of  business  on the  Trading Day
immediately before such record date.

      6. Protection Against Dilution and Other Adjustments.

            6.1 Adjustment Mechanism.  If an adjustment of the Exercise Price is
required  pursuant to this Section 6 (other than pursuant to Section  6.4),  the
Holder  shall be entitled to purchase  such number of shares of Common  Stock as
will cause (i) (x) the total number of shares of Common Stock Holder is entitled
to purchase  pursuant to this Warrant  following such adjustment,  multiplied by
(y) the adjusted  Exercise Price per share,  to equal the result of (ii) (x) the
dollar  amount of the total  number of shares of Common Stock Holder is entitled
to purchase before adjustment, multiplied by (y) the total Exercise Price before
adjustment.

            6.2 Capital Adjustments. In case of any stock split or reverse stock
split, stock dividend,  reclassification of the Common Stock,  recapitalization,
merger or  consolidation  (where the Company is not the surviving  entity),  the
provisions  of this  Section 6 shall be  applied as if such  capital  adjustment
event  had  occurred  immediately  prior  to the  date of this  Warrant  and the
original  Exercise Price had been fairly  allocated to the stock  resulting from
such capital  adjustment;  and in other  respects the provisions of this Section
shall be  applied  in a fair,  equitable  and  reasonable  manner  so as to give
effect,  as nearly as may be,  to the  purposes  hereof.  A rights  offering  to
stockholders  shall be deemed a stock  dividend  to the  extent  of the  bargain
purchase element of the rights. The Company will not effect any consolidation or
merger,  unless prior to the  consummation  thereof,  the successor or acquiring
entity  (if  other  than the  Company)  and,  if an  entity  different  from the
successor or acquiring  entity,  the entity  whose  capital  stock or assets the
holders of the Common  Stock of the Company are  entitled to receive as a result
of such  consolidation  or merger assumes by written  instrument the obligations
under this  Warrant  (including  under this  Section 6) and the  obligations  to
deliver to the holder of this Warrant such shares of stock, securities or assets
as, in accordance with the foregoing  provisions,  the holder may be entitled to
acquire.

                                       4
<PAGE>

            6.3  Adjustment  for Spin  Off.  If,  for any  reason,  prior to the
exercise of this Warrant in full,  the Company  spins off or  otherwise  divests
itself of a part of its business or  operations  or disposes all or of a part of
its assets in a  transaction  (the  "Spin  Off") in which the  Company  does not
receive  compensation  for such  business,  operations  or  assets,  but  causes
securities  of  another  entity  (the  "Spin  Off  Securities")  to be issued to
security holders of the Company, then the Company shall cause (i) to be reserved
Spin Off Securities  equal to the number thereof which would have been issued to
the Holder  had all of the  Holder's  unexercised  Warrants  outstanding  on the
record date (the "Record  Date") for  determining  the amount and number of Spin
Off Securities to be issued to security holders of the Company (the "Outstanding
Warrants")  been  exercised  as of the  close of  business  on the  Trading  Day
immediately before the Record Date (the "Reserved Spin Off Shares"), and (ii) to
be  issued  to the  Holder  on  the  exercise  of all or any of the  Outstanding
Warrants,  such amount of the Reserved Spin Off Shares equal to (x) the Reserved
Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the
amount  of  the  Outstanding  Warrants  then  being  exercised,   and  (II)  the
denominator is the amount of the Outstanding Warrants.

            6.4  Adjustment for Certain  Transactions.  Reference is made to the
provisions of Section 4(g) of the Agreement, the terms of which are incorporated
herein by  reference.  The  number of shares  covered  by this  Warrant  and the
Exercise  Price shall be adjusted as provided in the  applicable  provisions  of
said Section 4(g) of the Agreement.

      7. Transfer to Comply with the Securities Act; Registration Rights.

            7.1  Transfer.  This  Warrant  has not  been  registered  under  the
Securities  Act of 1933,  as  amended,  (the  "Act") and has been  issued to the
Holder  for  investment  and not with a view to the  distribution  of either the
Warrant or the  Warrant  Shares.  Neither  this  Warrant  nor any of the Warrant
Shares or any other  security  issued or issuable  upon exercise of this Warrant
may be sold, transferred, pledged or hypothecated in the absence of an effective
registration  statement under the Act relating to such security or an opinion of
counsel  satisfactory to the Company that registration is not required under the
Act. Each certificate for the Warrant, the Warrant Shares and any other security
issued or issuable  upon  exercise of this Warrant shall contain a legend on the
face  thereof,  in form and substance  satisfactory  to counsel for the Company,
setting forth the restrictions on transfer contained in this Section.

                                       5
<PAGE>

            7.2 Registration  Rights.  (a) Reference is made to the Registration
Rights  Agreement.  The  Company's  obligations  under the  Registration  Rights
Agreement and the other terms and conditions thereof with respect to the Warrant
Shares,  including,  but not necessarily limited to, the Company's commitment to
file a  registration  statement  including  the  Warrant  Shares,  to  have  the
registration of the Warrant Shares completed and effective, and to maintain such
registration, are incorporated herein by reference.

            (b)  In  addition  to the  registration  rights  referred  to in the
preceding  provisions of Section  7.2(a),  effective after the expiration of the
effectiveness of the Registration  Statement as contemplated by the Registration
Rights  Agreement,  the Holder shall have  piggy-back  registration  rights with
respect  to the  Warrant  Shares  then  held by the  Holder or then  subject  to
issuance upon exercise of this Warrant  (collectively,  the  "Remaining  Warrant
Shares"),  subject to the conditions set forth below.  If, at any time after the
Registration  Statement  has ceased to be  effective,  the Company  participates
(whether  voluntarily  or by reason of an  obligation  to a third  party) in the
registration  of any shares of the Company's stock (other than a registration on
Form S-8 or on Form S-4),  the Company shall give written  notice thereof to the
Holder and the Holder shall have the right,  exercisable within ten (10) Trading
Days after  receipt of such notice,  to demand  inclusion of all or a portion of
the Holder's  Remaining  Warrant Shares in such registration  statement.  If the
Holder exercises such election, the Remaining Warrant Shares so designated shall
be included in the  registration  statement  at no cost or expense to the Holder
(other than any costs or  commissions  which would be borne by the Holder  under
the terms of the Registration Rights Agreement).  The Holder's rights under this
Section 7 shall expire at such time as the Holder can sell all of the  Remaining
Warrant Shares under Rule 144 without volume or other restrictions or limit.

      8. Buy-In Amount.

            (a) If,  after the Holder has  submitted a Notice of Exercise  (such
Holder, an "Exercising Holder"), the Company fails for any reason to deliver the
stock   certificates   representing   the   Warrant   Shares   ("Warrant   Share
Certificates")  by the relevant  Delivery Date, and at any time thereafter prior
to the actual delivery of the Warrant Share Certificates,  the Exercising Holder
purchases,  in an arm's-length open market  transaction or otherwise,  shares of
Common Stock (the "Covering  Shares") in order to make delivery in  satisfaction
of a sale of Common Stock by the Exercising  Holder (the "Sold  Shares"),  which
delivery  such  Exercising  Holder  anticipated  to make  using the shares to be
issued upon such exercise (a  "Buy-In"),  the  Exercising  Holder shall have the
right to require the Company to pay to the Exercising Holder, in addition to and
not in lieu  of all  other  amounts  contemplated  in  other  provisions  of the
Transaction  Agreements,  the Warrant Share Buy-In Adjustment Amount (as defined
below).  The Company shall pay the Warrant Share Buy-In Adjustment Amount to the
Exercising Holder in immediately  available funds immediately upon demand by the
Exercising Holder.

                                       6
<PAGE>

            (b) The term  "Warrant  Share Buy-In  Adjustment  Amount"  means the
amount  equal  to the  excess,  if any,  of (i) the  Exercising  Holder's  total
purchase price (including brokerage commissions, if any) for the Covering Shares
over (ii) the net proceeds (after brokerage commissions, if any) received by the
Exercising  Holder from the sale of the Sold Shares.  By way of illustration and
not in limitation of the foregoing, if the Exercising Holder purchases shares of
Common Stock having a total purchase price (including brokerage  commissions) of
$11,000 to cover a Buy-In with respect to shares of Common Stock it sold for net
proceeds of $10,000,  the  Warrant  Share  Buy-In  Adjustment  Amount  which the
Company will be required to pay to the Exercising Holder will be $1,000.

      9. Notices.  Any notice required or permitted  hereunder shall be given in
manner provided in the Section headed  "NOTICES" in the Agreement,  the terms of
which are incorporated herein by reference.

      10.  Supplements  and  Amendments;  Whole  Agreement.  This Warrant may be
amended or  supplemented  only by an instrument in writing signed by the parties
hereto.  This Warrant contains the full understanding of the parties hereto with
respect  to  the   subject   matter   hereof  and   thereof  and  there  are  no
representations,  warranties,  agreements or understandings other than expressly
contained herein and therein.

      11.  Governing  Law.  This Warrant  shall be deemed to be a contract  made
under the laws of the State of Illinois for contracts to be wholly  performed in
such state and without  giving effect to the  principles  thereof  regarding the
conflict  of laws.  Each of the  parties  consents  to the  jurisdiction  of the
federal courts whose  districts  encompass any part of the County of Cook or the
state  courts  of the  State  of  Illinois  sitting  in the  County  of  Cook in
connection with any dispute arising under this Warrant and hereby waives, to the
maximum extent permitted by law, any objection, including any objection based on
forum  non  conveniens,   to  the  bringing  of  any  such  proceeding  in  such
jurisdictions.  To the  extent  determined  by such  court,  the  Company  shall
reimburse the Holder for any reasonable legal fees and disbursements incurred by
the Buyer in  enforcement of or protection of any of its rights under any of the
Transaction Agreements.

      12. JURY TRIAL WAIVER.  The Company and the Holder hereby waive a trial by
jury in any action,  proceeding or counterclaim brought by either of the Parties
hereto  against the other in respect of any matter  arising out or in connection
with this Warrant.

      13.  Remedies.  The  Company  stipulates  that the  remedies at law of the
Holder of this Warrant in the event of any default or threatened  default by the
Company  in the  performance  of or  compliance  with  any of the  terms of this
Warrant  are not and  will not be  adequate  and  that,  to the  fullest  extent
permitted by law,  such terms may be  specifically  enforced by a decree for the
specific  performance  of any  agreement  contained  herein or by an  injunction
against a violation of any of the terms hereof or otherwise.

                                       7
<PAGE>

      14.  Counterparts.   This  Warrant  may  be  executed  in  any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

                  [Balance of page intentionally left blank]

      15. Descriptive Headings.  Descriptive headings of the several Sections of
this Warrant are inserted for  convenience  only and shall not control or affect
the meaning or construction of any of the provisions hereof.

      IN WITNESS  WHEREOF,  the parties  hereto have executed this Warrant as of
the 1st day of August , 2005.


                                    SUPERCLICK, INC.

                                    By:
                                       -----------------------------------------

                                    --------------------------------------------
                                    (Print Name)

                                    --------------------------------------------
                                    (Title)


                                       8
<PAGE>

                          NOTICE OF EXERCISE OF WARRANT

TO:         SUPERCLICK, INC.                          VIA FAX:    (858) 279-1799
            34275 Executive Square, Suite 215
            La Jolla, CA 92037
            Attn: Chief Executive Officer

AND TO:     TODD M.PITCHER                            VIA FAX:    (619) 330-1805
            3435 Aldford Drive
            San Diego, CA 92111
            Attn: Chairman

      The undersigned hereby irrevocably elects to exercise the right,
represented by the Common Stock Purchase Warrant, dated as of
_____________________, 20___ , to purchase ___________ shares of the Common
Stock, par value $0.0006 per share ("Common Stock"), of SUPERCLICK, INC. and
tenders herewith payment in accordance with Section 2 of said Common Stock
Purchase Warrant, as follows:

CASH:$___________________________ = (Exercise Price x Exercise Shares)

           Payment is being made by:

           enclosed check

           wire transfer

           other

CASHLESS EXERCISE [if available pursuant to Section 2.1(b)]:

     Net number of Warrant Shares to be issued to Holder : _________*

     * based on:       Current Market Value - (Exercise Price x Exercise Shares)
                       ---------------------------------------------------------
                                      Market Price of Common Stock
     where:
     Market Price of Common Stock ["MP"]         =        $_______________
     Current Market Value [MP x Exercise Shares] =        $_______________

<PAGE>

      It is the intention of the Holder to comply with the provisions of Section
2.2 of the Warrant regarding certain limits on the Holder's right to exercise
thereunder. Based on the analysis on the attached Worksheet Schedule, the Holder
believes this exercise complies with the provisions of said Section 2.2.
Nonetheless, to the extent that, pursuant to the exercise effected hereby, the
Holder would have more shares than permitted under said Section, this notice
should be amended and revised, ab initio, to refer to the exercise which would
result in the issuance of shares consistent with such provision. Any exercise
above such amount is hereby deemed void and revoked.

      As contemplated by the Warrant, this Notice of Conversion is being sent by
facsimile to the telecopier number and officer indicated above.

      If this Notice of Exercise represents the full exercise of the outstanding
balance of the Warrant, the Holder either (1) has previously surrendered the
Warrant to the Company or (2) will surrender (or cause to be surrendered) the
Warrant to the Company at the address indicated above by express courier within
five (5) Trading Days after delivery or facsimile transmission of this Notice of
Exercise.

      The certificates representing the Warrant Shares should be transmitted by
the Company to the Holder

            via express courier, or

            by electronic transfer

after receipt of this Notice of Exercise (by facsimile transmission or
otherwise) to:

                _____________________________________________
                _____________________________________________
                _____________________________________________


Dated:
      ----------------------


----------------------------
[Name of Holder]

By:
   -------------------------

<PAGE>

                          NOTICE OF EXERCISE OF WARRANT
                               WORKSHEET SCHEDULE

1. Current Common Stock holdings of Holder and Affiliates          _________

2. Shares to be issued on current exercise                         _________

3. Other shares to be issued on other current exercise(s) and
         other current conversion(s)(1)                            _________

4. Other shares eligible to be acquired within next 60 days
         without restriction                                       _________

5. Total [sum of Lines 1 through 4]                                _________

6. Outstanding shares of Common Stock(2)                           _________

7. Adjustments to Outstanding
         a. Shares known to Holder as previously issued
            to Holder or others but not included in Line 6         _________
         b. Shares to be issued per Line(s) 2 and 3                _________
         c. Total Adjustments [Lines 7a and 7b]                    _________

8. Total Adjusted Outstanding [Lines 6 plus 7c]                    _________

9. Holder's Percentage [Line 5 divided by Line 8]                  _________%

[Note: Line 9 not to be above 4.99%]

----------
(1)Includes shares issuable on conversion of convertible securities (including
assumed payment of interest or dividends) or exercise of other rights, including
other warrants or options

(2)Based on latest SEC filing by Company or information provided by executive
officer of Company, counsel to Company or transfer agent
</TEXT>
</DOCUMENT>
