Common use of Adjustment of the Exercise Price due to EBIT Clause in Contracts

Adjustment of the Exercise Price due to EBIT. The Exercise ----------------------------------------------- Price will be adjusted on a sliding scale if the earnings before interest and taxes ("EBIT") of the Company, not including any non recurring gains or losses, is less than $3,000,000 for the fiscal year of the Company ending September 30, 2004 (the "Adjustment Date") as hereinafter described. If the EBIT of the Company is $2,000,000 or less as of the Adjustment Date, then the Exercise Price will be $0.25 per share of the Common Stock. If the EBIT of the Company is less than $3,000,000 but more than $2,000,000 as of the Adjustment Date, then the Exercise Price will equal $1.00 - [$.75 x ($3,000,000-E)/$1,000,000], where E is the actual EBIT as of Adjustment Date. For example, if EBIT is $2,500,000, the Exercise Price will be $1.00 - [$.75 x ($3,000,000-$2,500,000)/$1,000,000], or $0.63. In no event will the Exercise Price be less than $0.25 per share of the Common Stock.

Adjustment of the Exercise Price due to EBIT. The Exercise ----------------------------------------------- Price --------------------------------------------- will be adjusted on a sliding scale if the earnings before interest and taxes ("EBIT") of the Company, not including any non recurring gains or losses, is less than $3,000,000 for the fiscal year of the Company ending September 30, 2004 (the "Adjustment Date") as hereinafter described. If the EBIT of the Company is $2,000,000 or less as of the Adjustment Date, then the Exercise Price will be $0.25 per share of the Common Stock. If the EBIT of the Company is less than $3,000,000 but more than $2,000,000 as of the Adjustment Date, then the Exercise Price will equal $1.00 l.00 - [$.75 x ($3,000,000-E)/$1,000,000E)/$l,000,000], where E is the actual EBIT as of Adjustment Date. For example, if EBIT is $2,500,000, the Exercise Price will be $1.00 - [$.75 x ($3,000,000-$2,500,000)/$1,000,000], or $0.63. In no event will the Exercise Price be less than $0.25 per share of the Common Stock.

Adjustment of the Exercise Price due to EBIT. The Exercise ----------------------------------------------- Price will be adjusted on a sliding scale if the earnings before interest and taxes ("EBIT") of the Company, not including any non recurring gains or losses, is less than $3,000,000 for the fiscal year of the Company ending September 30, 2004 (the "Adjustment Date") as hereinafter described. If the EBIT of the Company is $2,000,000 or less as of the Adjustment Date, then the Exercise Price will be $0.25 per share of the Common Stock. If the EBIT of the Company is less than $3,000,000 but more than $2,000,000 as of the Adjustment Date, then the Exercise Price will equal $1.00 - [$.75 x ($3,000,000-E)/$1,000,000]), where E is the actual EBIT as of Adjustment Date. For example, if EBIT is $2,500,000, the Exercise Price will be $1.00 - [$.75 x ($3,000,000-$2,500,000)/$1,000,000], or $0.63. In no event will the Exercise Price PRICE be less than $0.25 per share of the Common Stock.

Adjustment of the Exercise Price due to EBIT. The Exercise ----------------------------------------------- Price will be adjusted on a sliding scale if the earnings before interest and taxes ("EBIT") of the Company, not including any non recurring gains or losses, is less than $3,000,000 for the fiscal year of the Company ending September 30, 2004 (the "Adjustment Date") as hereinafter described. If the EBIT of the Company is $2,000,000 or less as of the Adjustment Date, then the Exercise Price will be $0.25 per share of the Common Stock. If the EBIT of the Company is less than $3,000,000 but more than $2,000,000 as of the Adjustment Date, then the Exercise Price will equal $1.00 - [$.75 x ($3,000,000-E)/$1,000,000]E)/$1,000,000j, where E is the actual EBIT as of Adjustment Date. For example, if EBIT EMT is $2,500,000, the Exercise Price will be $1.00 - [$.75 x ($3,000,000-$2,500,000)/$1,000,000], or $0.63. In no event will the Exercise Price be less than $0.25 per share of the Common Stock.

Adjustment of the Exercise Price due to EBIT. The Exercise ----------------------------------------------- Price --------------------------------------------- will be adjusted on a sliding scale if the earnings before interest and taxes ("EBIT") of the Company, not including any non recurring gains or losses, is less than $3,000,000 for the fiscal year of the Company ending September 30, 2004 (the "Adjustment Date") as hereinafter described. If the EBIT of the Company is $2,000,000 or less as of the Adjustment Date, then the Exercise Price will be $0.25 per share of the Common Stock. If the EBIT of the Company is less than $3,000,000 but more than $2,000,000 as of the Adjustment Date, then the Exercise Price will equal $1.00 - [$.75 x ($3,000,000-E)/$1,000,000E)/$ 1,000,000], where E is the actual EBIT as of Adjustment Date. For example, if EBIT is $2,500,000, the Exercise Price will be $1.00 - [$.75 S.75 x ($3,000,000-$2,500,000)/$1,000,0003,000,000-$2,500,000)/$l,000,000], or $0.63. In no event will the Exercise Price be less than $0.25 per share of the Common Stock.