ASSIGNMENT


         FOR VALUE RECEIVED,  DESTINATION CAPITAL, LLC hereby sells, assigns and
transfers  to  the  assignee(s)  set  forth  below  all  of  the  rights  of the
undersigned  in and to the number of Warrant Shares (as defined in and evidenced
by Warrant No.  2005-W-103)  set opposite the name of such assignee below and in
and to the above-referenced Warrant with respect to said Warrant Shares:

Name of Assignee           Address                            Number of Shares
----------------           -------                            ----------------

JMW Group, LLC             805 SW Broadway, Ste. 560          36,367
                           Portland, OR 97205


         If the total of said Warrant  Shares shall not be all such shares which
may be purchased  pursuant to the foregoing  Warrant,  the undersigned  requests
that a new Warrant  evidencing  the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated as of December 19, 2005.

         Name of holder of Warrant: DESTINATION CAPITAL, LLC


                  Address: 805 SW Broadway, Ste. 560, Portland, OR 97205


                  Signature: /s/  ROBERT J. JESENIK
                            ----------------------------------------------
                  Title: CEO of Aequitas Capital Management, Inc., Manager


























PDX/112816/141153/DLH/1425628.1