X0202 3 2006-04-13 0 0001069308 PharmaFrontiers Corp. PFTR.OB 0001010207 ROTH MICHAEL C/O SF CAPITAL PARTNERS LTD. 3600 SOUTH LAKE DRIVE ST. FRANCIS WI 53235 0 0 1 0 0001010208 STARK BRIAN JAY C/O SF CAPITAL PARTNERS LTD. 3600 SOUTH LAKE DRIVE ST. FRANCIS WI 53235 0 0 1 0 Common Stock, par value $0.05 per share 10000000 I By SF Capital Partners Ltd. Common Stock Purchase Warrant 0.65 2011-04-13 Common Stock 5000000 I By SF Capital Partners Ltd. Represents the combined indirect holdings of Michael A. Roth and Brian J. Stark (the "Reporting Persons"). All of the foregoing represents securities held directly by SF Capital Partners Ltd. ("SF Capital"). The Reporting Persons are the Managing Members of Stark Offshore Management, LLC ("Stark Offshore"), which acts as investment manager and has sole power to direct the management of SF Capital. Through Stark Offshore, the Reporting Persons possess voting and dispositive power over all of the foregoing shares. Therefore, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be the beneficial owners of, but hereby disclaim such beneficial ownership of, the foregoing shares. Immed. Such warrants are subject to conversion caps that preclude the holder thereof from utilizing its exercise rights to the extent that it would beneficially own in excess of 9.999% of the Common Stock of the Issuer, giving effect to such exercise. /s/ Michael Roth 2006-04-17 /s/ Todd M.W. Turall, as Attorney-in-fact for Brian J. Stark 2006-04-17