Common use of Adjustments of Conversion Price Clause in Contracts

Adjustments of Conversion Price. The Conversion Price of the Series A Preferred Stock shall be subject to adjustment from time to time as follows provided, however, that no adjustment of the Conversion Price for Series A Preferred Stock shall be made in an amount less than one-half of one cent ($0.005) per share, provided, that any adjustments that are less than less than one-half of one cent ($0.005) per share shall be carried forward and shall be taken into account in any subsequent adjustment to the Conversion Price: (A) Upon each issuance (or deemed issuance pursuant to the provisions hereof) by the Corporation of any Additional Stock after the date of issuance of Series A Preferred Stock, the Conversion Price for the Series A Preferred Stock in effect immediately prior to each issuance (or deemed issuance) shall be adjusted to a price determined by multiplying such Conversion Price by a fraction, (1) the numerator of which shall be the number of Common Stock Equivalents (as defined in Paragraph II) outstanding immediately prior to such issuance plus the number of shares of Common Stock which the aggregate consideration received (or deemed received) by the Corporation for such issuance would purchase at such Conversion Price; and (2) the denominator of which shall be the number of Common Stock Equivalents outstanding immediately after such issuance. (B) In the case of the issuance of securities of the Corporation for cash, the amount of consideration received by the Corporation for such securities shall be deemed to be the amount of cash paid therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof. (C) In the case of the issuance of securities of the Corporation for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to have a dollar value equal to the fair market value of such non-cash consideration, irrespective of any accounting treatment thereof, as determined by a majority of the Board of Directors (including a majority of the Common Stock Directors), or, in the alternative, a qualified independent appraiser selected by the Board of Directors. (D) In the case of the issuance after the date of issuance of Series A Preferred Stock of Options or Convertible Securities (as such terms are defined in paragraph (B)), the following provisions shall apply for all purposes of this Paragraph I(5)(c)(i) and Paragraph I(5)(c)(ii) hereof (1) With respect to Options to purchase any common stock of the Corporation, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Options shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Paragraph I(5)(c)(i)(B) and Paragraph I(5)(c)(i)(C) hereof), if any, received by the Corporation for such Options plus the minimum exercise price provided in such Options for the common stock issuable thereunder. (2) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of common stock of the Corporation deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of common stock of the Corporation issuable upon the exercise of such Options to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Paragraph I(5)(c)(i)(B) and A(5)(c)(i)(C) hereof). (3) The Conversion Price shall be adjusted, to the extent provided herein, only at the time of the initial issuance of an Option or Convertible Security, but not thereafter (as a result of the exercise of the rights evidenced by such Option or Convertible Security or otherwise) except as contemplated by Paragraph I(5)(c)(i)(D)(4). (4) Upon the expiration or termination of any such Options or any such rights to convert or exchange Convertible Securities, the Conversion Price of the Series A Preferred Stock, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect the issuance of only the number of shares of common stock of the Corporation (and Options and Convertible Securities which remain in effect) that were actually issued upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities. (5) The number of shares of common stock of the Corporation deemed issued and the consideration deemed paid therefor pursuant to Paragraph I(5)(c)(i)(D)(1) and (2) hereof shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Paragraph I(5)(c)(i)(D)(3) or (4) hereof. Notwithstanding the foregoing, no adjustment of the Conversion Price pursuant to this Paragraph I(5)(c)(i) shall have the effect of adjusting the Conversion Price above $3.00 (such amount being subject to a proportionate adjustment to reflect any event of the type described in Paragraph I(5)(c)(iii) and I(5)(d) hereof), but an adjustment deferred under this sentence may be carried forward to offset any future downward adjustment.

Adjustments of Conversion Price. The Conversion Price of the Series A Preferred Stock conversion price in effect at any time shall be subject to adjustment adjustments from time to time as follows provided, however, that no adjustment of the Conversion Price for Series A Preferred Stock shall be made in an amount less than one-half of one cent ($0.005) per share, provided, that any adjustments that are less than less than one-half of one cent ($0.005) per share shall be carried forward and shall be taken into account in any subsequent adjustment to the Conversion Price: (A) Upon each issuance (on or deemed issuance pursuant to the provisions hereof) by the Corporation of any Additional Stock after the date of original issuance of Series A Preferred this Note as follows: (i) In case the Company shall (A) declare a dividend or make a distribution payable in Common Stock on the Common Stock, (B) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, or (C) combine its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price for the Series A Preferred Stock conversion price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassifica tion shall be proportionately reduced in the case of any increase in the number of shares of Common Stock outstanding, and increased in the case of any reduction in the number of shares of Common Stock outstanding, so that the holder of this Note when surrendered for conversion after such time shall be entitled to receive the kind and amount of shares which such holder would have been entitled to receive had such Note been converted into Common Stock immediately prior to each issuance such time and had such Common Stock received such dividend or other distribution or participated in such subdivision, combination or reclassification. Such adjustment shall be effective as of the record date for such dividend or distribution or the effective date of such combination, subdivision or reclassification and shall be made successively whenever any event listed above shall occur. If, as a result of an adjustment made pursuant to this Section 4.03(i), the holder of this Note thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of the capital stock of the Company, the Board of Directors of the Company (or deemed issuancewhose determination shall be conclusive if made in good faith and shall be described in a statement provided to the registered holder of this Note) shall be adjusted in good faith determine the allocation of the conversion price between and among shares of such classes of capital stock. (ii) In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days of the date fixed for the determination of stockholders entitled to receive such rights or warrants) to subscribe for or purchase shares of Common Stock at a price determined per share less than the Current Market Price (as defined in Section 4.03(iv) below) of the Common Stock, on the date fixed for the determination of stockholders entitled to receive such rights or warrants (the "Determination Date"), the conversion price at the opening of business on the day following the Determination Date shall be reduced by multiplying such Conversion Price the conversion price by a fraction, (1) fraction of which the numerator of which shall be the number of shares of Common Stock Equivalents (as defined in Paragraph II) outstanding immediately prior to such issuance at the close of business on the Determination Date plus the number of shares of Common Stock which the aggregate consideration received (of the offering price of the total number of shares of Common Stock so offered for subscription or deemed received) by the Corporation for such issuance purchase would purchase at such Conversion Price; Current Market Price of the Common Stock and (2) the denominator of which shall be the number of shares of Common Stock Equivalents outstanding at the close of business on the Determination Date plus the number of shares of Common Stock so offered for subscription or purchase, such reduction to become effective immediately after the opening of business on the day following the Determination Date. For purposes of determining under this Section 4.03(ii) the number of shares of Common Stock outstanding at any time, there shall be excluded all shares of Common Stock held in the treasury of the Company or by any wholly-owned subsidiary of the Company. If any or all such issuancerights or warrants are not so issued or expire or terminate before being exercised, the conversion price then in effect shall be appropriately readjusted, but such readjustment shall not be applied retroactively to any conversion hereof effected prior to such readjustment. (Biii) In case the case Company shall distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding cash dividends or a distribution referred to in paragraph (i) above or paid out of surplus) or rights or warrants to subscribe for or purchase any of the issuance Company's securities (excluding those referred to in Section 4.03(ii) above), the conversion price shall be adjusted so that it shall equal the price determined by multiplying the conversion price in effect immediately prior to the close of securities business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the Current Market Price per share of the Corporation Common Stock on the date fixed for cash, such determination less the amount of consideration received then fair market value (as determined by the Corporation Board of Directors of the Company, in good faith and in the exercise of its reasonable business judgment and described in a resolution of the Board of Directors certified by the Secretary or Assistant Secretary of the Company), of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such Current Market Price per share of the Common Stock; provided, however, if exercise of such right or warrant is subject to the occurrence of a contingent event, adjustment of the conversion price shall be made in the manner provided for such securities in Section 4.03(ii) above and the date that the right or warrant becomes exercisable shall be deemed to be the amount Determination Date for purposes of cash paid therefor before deducting any discountssuch adjustment. The conversion price adjustment made pursuant to this Section 4.03(iii) shall become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution (except in the case of rights or warrants subject to exercise upon the occurrence of a contingent event, commissions in which case such adjustment shall become effective at the time such rights or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereofwarrants become exercisable). (Civ) In For the purposes of this Article IV, the "Current Market Price" per share of Common Stock on any date means the reported last sale price per share of Common Stock regular way on such day or, in case no such sale takes place on such day, the average of the issuance of reported closing bid and asked prices regular way, in each case on the New York Stock Exchange, or, if the Common Stock is not listed or admitted to trading on such Exchange, on the American Stock Exchange, or, if the Common Stock is not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the average of the Corporation for a consideration closing bid and asked prices in whole the over-the-counter market as reported by the National Association of Securities Dealers' Automated Quotation System, or, if not so reported, as reported by the National Quotation Bureau, Incorporated, or in part other than cashany successor thereof, or, if not so reported, the consideration average of the closing bid and asked prices as furnished by any member of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose; or, in all other than cash shall be deemed to have a dollar cases, the value equal to the fair market value of such non-cash consideration, irrespective of any accounting treatment thereof, as determined established by a majority of the Board of Directors (including a majority in good faith; and the "average" Price per share for any period shall be determined by dividing the sum of the Common Stock Directors), or, Prices determined for each Trading Day in the alternative, a qualified independent appraiser selected such period by the Board number of DirectorsTrading Days in such period. (Dv) In All calculations under this Section 4.03 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case of may be. (vi) No adjustment in the issuance after the date of issuance of Series A Preferred Stock of Options or Convertible Securities (as such terms are defined in paragraph (B)), the following provisions conversion price shall apply for all purposes be required pursuant to any subsection of this Paragraph I(5)(c)(iSection 4.03 unless such adjustment (together with prior adjustments which by reason of this Section 4.03(vi) and Paragraph I(5)(c)(ii) hereof (1) With respect were not required to Options to purchase any common stock of the Corporation, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Options shall be deemed to have been issued made at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Paragraph I(5)(c)(i)(B) and Paragraph I(5)(c)(i)(C) hereof), if any, received otherwise required by the Corporation for such Options plus the minimum exercise price provided above subsections of this Section 4.03) would require a change of at least 1% in such Options for the common stock issuable thereunder. (2price; provided, however, that any adjust ments which by reason of this Section 4.03(vi) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of common stock of the Corporation deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of common stock of the Corporation issuable upon the exercise of such Options to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such Convertible Securities and Options, plus the minimum additional consideration, if any, are not required to be received by the Corporation upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Paragraph I(5)(c)(i)(B) and A(5)(c)(i)(C) hereof). (3) The Conversion Price made shall be adjusted, to the extent provided herein, only at the time of the initial issuance of an Option or Convertible Security, but not thereafter (as a result of the exercise of the rights evidenced by such Option or Convertible Security or otherwise) except as contemplated by Paragraph I(5)(c)(i)(D)(4). (4) Upon the expiration or termination of any such Options or any such rights to convert or exchange Convertible Securities, the Conversion Price of the Series A Preferred Stock, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect the issuance of only the number of shares of common stock of the Corporation (and Options and Convertible Securities which remain in effect) that were actually issued upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities. (5) The number of shares of common stock of the Corporation deemed issued and the consideration deemed paid therefor pursuant to Paragraph I(5)(c)(i)(D)(1) and (2) hereof shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Paragraph I(5)(c)(i)(D)(3) or (4) hereof. Notwithstanding the foregoing, no adjustment of the Conversion Price pursuant to this Paragraph I(5)(c)(i) shall have the effect of adjusting the Conversion Price above $3.00 (such amount being subject to a proportionate adjustment to reflect any event of the type described in Paragraph I(5)(c)(iii) and I(5)(d) hereof), but an adjustment deferred under this sentence may be carried forward to offset and taken into account in any future downward subsequent adjustment.

Adjustments of Conversion Price. The Conversion Price of the Series A Preferred Stock shall be subject to adjustment from time to time as follows provided, however, that no adjustment of the Conversion Price for Series A Preferred Stock shall be made in an amount less than one-half of one cent follows: ($0.005a) per share, provided, that if and whenever at any adjustments that are less than less than one-half of one cent ($0.005) per share shall be carried forward and shall be taken into account in any subsequent adjustment time prior to the Conversion Price: Date the Corporation shall (Ai) Upon each issuance subdivide or re- divide the outstanding Common Shares into a greater number of shares; (ii) reduce, combine or deemed issuance pursuant consolidate the outstanding Common Shares into a smaller number of shares; or (iii) issue Common Shares to the provisions hereof) holders of all or substantially all of the outstanding Common Shares by way of a stock dividend (other than the Corporation issue of any Additional Stock after Common Shares to holders of Common Shares who have elected to receive dividends in the date form of issuance Common Shares in lieu of Series A Preferred Stockdividends paid in the ordinary course on the Common Shares), the Conversion Price for the Series A Preferred Stock in effect immediately prior on the effective date of such subdivision, re-division, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a stock dividend, as the case may be, shall in the case of any of the events referred to each issuance in (or deemed issuancei) shall and (iii) above be adjusted decreased in proportion to a price determined by multiplying such Conversion Price by a fraction, (1) the numerator of which shall be the number of outstanding Common Stock Equivalents Shares resulting from such subdivision, redivision or dividend, or shall, in the case of any of the events referred to in (as defined ii) above, be increased in Paragraph II) outstanding immediately prior proportion to such issuance plus the number of shares outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 2.7 shall occur. Any such issue of Common Stock which the aggregate consideration received (or deemed received) Shares by the Corporation for such issuance would purchase at such Conversion Price; and (2) the denominator way of which shall be the number of Common Stock Equivalents outstanding immediately after such issuance. (B) In the case of the issuance of securities of the Corporation for cash, the amount of consideration received by the Corporation for such securities shall be deemed to be the amount of cash paid therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof. (C) In the case of the issuance of securities of the Corporation for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to have a dollar value equal to the fair market value of such non-cash consideration, irrespective of any accounting treatment thereof, as determined by a majority of the Board of Directors (including a majority of the Common Stock Directors), or, in the alternative, a qualified independent appraiser selected by the Board of Directors. (D) In the case of the issuance after the date of issuance of Series A Preferred Stock of Options or Convertible Securities (as such terms are defined in paragraph (B)), the following provisions shall apply for all purposes of this Paragraph I(5)(c)(i) and Paragraph I(5)(c)(ii) hereof (1) With respect to Options to purchase any common stock of the Corporation, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Options dividend shall be deemed to have been issued made on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this Section 2.7; (b) if and whenever at any time prior to the time such Options were issued and Conversion Date the Corporation shall fix a record date for the issuance of rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a consideration equal period expiring not more than 45 days after such record date, to the consideration subscribe for or purchase Common Shares (determined in the manner provided in Paragraph I(5)(c)(i)(Bor securities convertible into or exchangeable for Common Shares) and Paragraph I(5)(c)(i)(C) hereof), if any, received by the Corporation for such Options plus the minimum exercise at a price provided in such Options for the common stock issuable thereunder. per share (2) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of common stock of the Corporation deliverable upon the or having a conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of common stock price per share) less than 80% of the Corporation issuable upon current market price of a Common Share on such record date, the exercise of such Options to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Paragraph I(5)(c)(i)(B) and A(5)(c)(i)(C) hereof). (3) The Conversion Price shall be adjusted, to adjusted immediately after such record date so that it shall equal the extent provided herein, only at the time of the initial issuance of an Option or Convertible Security, but not thereafter (as a result of the exercise of the rights evidenced price determined by such Option or Convertible Security or otherwise) except as contemplated by Paragraph I(5)(c)(i)(D)(4). (4) Upon the expiration or termination of any such Options or any such rights to convert or exchange Convertible Securities, multiplying the Conversion Price in effect on such record date by a fraction, of which: (i) the Series A Preferred Stock, to the extent in any way affected by or computed using such Options or Convertible Securities, numerator shall be recomputed to reflect the issuance aggregate of only A. the total number of shares of common stock of the Corporation (and Options and Convertible Securities which remain in effect) that were actually issued upon the exercise of Common Shares outstanding on such Options or upon the conversion or exchange of such Convertible Securities. (5) The number of shares of common stock of the Corporation deemed issued and the consideration deemed paid therefor pursuant to Paragraph I(5)(c)(i)(D)(1) and (2) hereof shall be appropriately adjusted to reflect any changerecord date, termination or expiration of the type described in either Paragraph I(5)(c)(i)(D)(3) or (4) hereof. Notwithstanding the foregoing, no adjustment of the Conversion Price pursuant to this Paragraph I(5)(c)(i) shall have the effect of adjusting the Conversion Price above $3.00 (such amount being subject to a proportionate adjustment to reflect any event of the type described in Paragraph I(5)(c)(iii) and I(5)(d) hereof), but an adjustment deferred under this sentence may be carried forward to offset any future downward adjustment.and

Adjustments of Conversion Price. The Conversion Price of the Series A --- ------------------------------- Preferred Stock shall be subject to adjustment from time to time as follows provided, however, that no adjustment of the Conversion Price for Series A Preferred Stock shall be made in an amount less than one-half of one cent ($0.005) per share, provided, that any adjustments that are less than less than one-half of one cent ($0.005) per share shall be carried forward and shall be taken into account in any subsequent adjustment to the Conversion Pricefollows: (A) Upon each issuance (or deemed issuance pursuant to the provisions hereof) by the Corporation of any Additional Stock after the date of issuance of Series A Preferred Stock, without consideration or for an Effective Price per share less than the Conversion Price for the Series A Preferred Stock in effect immediately prior to the issuance (or deemed issuance) of such Additional Stock, then the Conversion Price for the Series A Preferred Stock in effect immediately prior to each issuance (or deemed issuance) shall be adjusted to a price determined by multiplying such Conversion Price by a fraction, (1) the numerator of which shall be the number of Common Stock Equivalents (as defined in Paragraph IIB) outstanding immediately prior to such issuance plus the number of shares of Common Stock which the aggregate consideration received (or deemed received) by the Corporation for such issuance would purchase at such Conversion Price; and (2) the denominator of which shall be the number of Common Stock Equivalents outstanding immediately after such issuance. (B) No adjustment of the Conversion Price for Series A Preferred Stock shall be made in an amount less than one-half of one cent ($0.005) per share, provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment to the Conversion Price. No adjustment of the Conversion Price for the Series A Preferred Stock pursuant to this paragraph A(5)(c)(i) shall have the effect of increasing such Conversion Price for the Series A Preferred Stock above the Conversion Price in effect immediately prior to such adjustment. (C) In the case of the issuance of securities of the Corporation for cash, the amount of consideration received by the Corporation for such securities shall be deemed to be the amount of cash paid therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof. (CD) In the case of the issuance of securities of the Corporation for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to have a dollar value equal to the fair market value of such non-cash consideration, irrespective of any accounting treatment thereof, as determined jointly by the Board of Directors and the holders of a majority of the Board outstanding shares of Directors (including a majority of the Common Stock Directors), or, in the alternative, a qualified independent appraiser selected by the Board of DirectorsSeries A Preferred Stock. (DE) In the case of the issuance (whether before, on or after the date of issuance of Series A Preferred Stock Stock) of Options or Convertible Securities (as such terms are defined in paragraph (B)), the following provisions shall apply for all purposes of this Paragraph I(5)(c)(iparagraph A(5)(c)(i) and Paragraph I(5)(c)(iiparagraph A(5)(c)(ii) hereof (1) With respect to Options to purchase any common stock of the Corporation, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Options shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Paragraph I(5)(c)(i)(B) and Paragraph I(5)(c)(i)(C) hereof), if any, received by the Corporation for such Options plus the minimum exercise price provided in such Options for the common stock issuable thereunder. (2) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of common stock of the Corporation deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of common stock of the Corporation issuable upon the exercise of such Options to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Paragraph I(5)(c)(i)(B) and A(5)(c)(i)(C) hereof). (3) The Conversion Price shall be adjusted, to the extent provided herein, only at the time of the initial issuance of an Option or Convertible Security, but not thereafter (as a result of the exercise of the rights evidenced by such Option or Convertible Security or otherwise) except as contemplated by Paragraph I(5)(c)(i)(D)(4). (4) Upon the expiration or termination of any such Options or any such rights to convert or exchange Convertible Securities, the Conversion Price of the Series A Preferred Stock, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect the issuance of only the number of shares of common stock of the Corporation (and Options and Convertible Securities which remain in effect) that were actually issued upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities. (5) The number of shares of common stock of the Corporation deemed issued and the consideration deemed paid therefor pursuant to Paragraph I(5)(c)(i)(D)(1) and (2) hereof shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Paragraph I(5)(c)(i)(D)(3) or (4) hereof. Notwithstanding the foregoing, no adjustment of the Conversion Price pursuant to this Paragraph I(5)(c)(i) shall have the effect of adjusting the Conversion Price above $3.00 (such amount being subject to a proportionate adjustment to reflect any event of the type described in Paragraph I(5)(c)(iii) and I(5)(d) hereof), but an adjustment deferred under this sentence may be carried forward to offset any future downward adjustment.:

Adjustments of Conversion Price. The Conversion Price of the Series A B --- ------------------------------- Preferred Stock shall be subject to adjustment from time to time as follows provided, however, that no adjustment of the Conversion Price for Series A Preferred Stock shall be made in an amount less than one-half of one cent ($0.005) per share, provided, that any adjustments that are less than less than one-half of one cent ($0.005) per share shall be carried forward and shall be taken into account in any subsequent adjustment to the Conversion Pricefollows: (A) Upon each issuance (or deemed issuance pursuant to the provisions hereof) by the Corporation of any Additional Stock after the date of issuance of Series A B Preferred Stock, without consideration or for an Effective Price per share less than the Conversion Price for the Series A B Preferred Stock in effect immediately prior to the issuance (or deemed issuance) of such Additional Stock, then the Conversion Price for the Series B Preferred Stock in effect immediately prior to each issuance (or deemed issuance) shall be adjusted to a price determined by multiplying such Conversion Price by a fraction, (1) the numerator of which shall be the number of Common Stock Equivalents (as defined in Paragraph IIB) outstanding immediately prior to such issuance plus the number of shares of Common Stock which the aggregate consideration received (or deemed received) by the Corporation for such issuance would purchase at such Conversion Price; and (2) the denominator of which shall be the number of Common Stock Equivalents outstanding immediately after such issuanceissuance.\ (B) No adjustment of the Conversion Price for Series B Preferred Stock shall be made in an amount less than one-half of one cent ($0.005) per share, provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment to the Conversion Price. No adjustment of the Conversion Price for the Series B Preferred Stock pursuant to this paragraph A(5)(c)(i) shall have the effect of increasing such Conversion Price for the Series B Preferred Stock above the Conversion Price in effect immediately prior to such adjustment. (BC) In the case of the issuance of securities of the Corporation for cash, the amount of consideration received by the Corporation for such securities shall be deemed to be the amount of cash paid therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof. (CD) In the case of the issuance of securities of the Corporation for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to have a dollar value equal to the fair market value of such non-cash consideration, irrespective of any accounting treatment thereof, as determined jointly by the Board of Directors and the holders of a majority of the Board outstanding shares of Directors (including a majority of the Common Stock Directors), or, in the alternative, a qualified independent appraiser selected by the Board of DirectorsSeries B Preferred Stock. (DE) In the case of the issuance (whether before, on or after the date of issuance of Series A B Preferred Stock Stock) of Options or Convertible Securities (as such terms are defined in paragraph (B)), the following provisions shall apply for all purposes of this Paragraph I(5)(c)(iparagraph A(5)(c)(i) and Paragraph I(5)(c)(iiparagraph A(5)(c)(ii) hereof: (1) With respect to Options to purchase any common stock of the Corporation, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Options shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Paragraph I(5)(c)(i)(Bparagraph A(5)(c)(i)(C) and Paragraph I(5)(c)(i)(Cparagraph A(5)(c)(i)(D) hereof), if any, received by the Corporation for such Options plus the minimum exercise price provided in such Options for the common stock issuable thereunder. (2) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of common stock of the Corporation deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of common stock of the Corporation issuable upon the exercise of such Options to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Paragraph I(5)(c)(i)(Bparagraph A(5)(c)(i)(C) and A(5)(c)(i)(CA(5)(c)(i)(D) hereof). (3) The In the event of any change in the number of shares of common stock of the Corporation deliverable, or in the consideration payable to the Corporation, upon exercise of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Conversion Price shall be adjustedof the Series B Preferred Stock, to the extent provided hereinin any way affected by or computed using such Options or Convertible Securities, only at shall be recomputed to reflect such change, but no further adjustment shall be made for the time actual issuance of common stock of the initial issuance Corporation or any payment of an Option or Convertible Security, but not thereafter (as a result of such consideration upon the exercise of any such Options or the rights evidenced by conversion or exchange of such Option or Convertible Security or otherwise) except as contemplated by Paragraph I(5)(c)(i)(D)(4)Securities. (4) Upon the expiration or termination of any such Options or any such rights to convert or exchange Convertible Securities, the Conversion Price of the Series A B Preferred Stock, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect the issuance of only the number of shares of common stock of the Corporation (and Options and Convertible Securities which remain in effect) that were actually issued upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities. (5) The number of shares of common stock of the Corporation deemed issued and the consideration deemed paid therefor pursuant to Paragraph I(5)(c)(i)(D)(1paragraph A(5)(c)(i)(E)(1) and (2) hereof shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Paragraph I(5)(c)(i)(D)(3paragraph A(5)(c)(i)(E)(3) or (4) hereof. Notwithstanding the foregoing, no adjustment of the Conversion Price pursuant to this Paragraph I(5)(c)(i) shall have the effect of adjusting the Conversion Price above $3.00 (such amount being subject to a proportionate adjustment to reflect any event of the type described in Paragraph I(5)(c)(iii) and I(5)(d) hereof), but an adjustment deferred under this sentence may be carried forward to offset any future downward adjustment.

Adjustments of Conversion Price. The Conversion Price of the Series A Preferred Stock conversion price in effect at any time shall be subject to adjustment adjustments from time to time as follows provided, however, that no adjustment of the Conversion Price for Series A Preferred Stock shall be made in an amount less than one-half of one cent ($0.005) per share, provided, that any adjustments that are less than less than one-half of one cent ($0.005) per share shall be carried forward and shall be taken into account in any subsequent adjustment to the Conversion Price: (A) Upon each issuance (on or deemed issuance pursuant to the provisions hereof) by the Corporation of any Additional Stock after the date of original issuance of Series A Preferred the Debentures as follows: (i) In case the Company shall (A) declare a dividend or make a distribution payable in Common Stock on the Common Stock, (B) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, or (C) combine its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price for the Series A Preferred Stock conversion price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately reduced in the case of any increase in the number of shares of Common Stock outstanding, and increased in the case of any reduction in the number of shares of Common Stock outstanding, so that the holder of any Debenture surrendered for conversion after such time shall be entitled to receive the kind and amount of shares which he would have owned or have been entitled to receive had such Debenture been converted into Common Stock immediately prior to each issuance such time and had such Common Stock received such dividend or other distribution or participated in such subdivision, combination or reclassification. Such adjustment shall be effective as of the record date for such dividend or distribution or the effective date of such combination, subdivision or reclassification and shall be made successively whenever any event listed above shall occur. If, as a result of an adjustment made pursuant to this Section 14.04(i), the holder of any Debenture thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of the capital stock of the Company, the Board of Directors of the Company (or deemed issuancewhose determination shall be conclusive if made in good faith and shall be described in a statement provided to the Trustee and the registered holders of the Debentures) shall be adjusted in good faith determine the allocation of the conversion price between and among shares of such classes of capital stock. (ii) In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days of the date fixed for the determination of stockholders entitled to receive such rights or warrants) to subscribe for or purchase shares of Common Stock at a price determined per share less than the Current Market Price (as defined in paragraph (iv) below) of the Common Stock, on the date fixed for the determination of stockholders entitled to receive such rights or warrants (the "Determination Date"), the conversion price at the opening of business on the day following the Determination Date shall be reduced by multiplying such Conversion Price the conversion price by a fraction, (1) fraction of which the numerator of which shall be the number of shares of Common Stock Equivalents (as defined in Paragraph II) outstanding immediately prior to such issuance at the close of business on the Determination Date plus the number of shares of Common Stock which the aggregate consideration received (of the offering price of the total number of shares of Common Stock so offered for subscription or deemed received) by the Corporation for such issuance purchase would purchase at such Conversion Price; Current Market Price of the Common Stock and (2) the denominator of which shall be the number of shares of Common Stock Equivalents outstanding at the close of business on the Determination Date plus the number of shares of Common Stock so offered for subscription or purchase, such reduction to become effective immediately after the opening of business on the day following the Determination Date. For purposes of determining under this paragraph the number of shares of Common Stock outstanding at any time, there shall be excluded all shares of Common Stock held in the treasury of the Company. If any or all such issuancerights or warrants are not so issued or expire or terminate before being exercised, the conversion price then in effect shall be appropriately readjusted, but such readjustment shall not be applied retroactively to any conversion of Debentures effected prior to such readjustment. (Biii) In case the case Company shall distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding cash dividends or a distribution referred to in paragraph (i) above or paid out of surplus) or rights or warrants to subscribe for or purchase any of the issuance Company's securities (excluding those referred to in paragraph (ii) above), the conversion price shall be adjusted so that it shall equal the price determined by multiplying the conversion price in effect immediately prior to the close of securities business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the Current Market Price per share of the Corporation Common Stock on the date fixed for cash, such determination less the amount of consideration received then fair market value (as determined by the Corporation Board of Directors of the Company, in good faith and in the exercise of its reasonable business judgment and described in a resolution of the Board of Directors certified by the Secretary or Assistant Secretary and filed with the Trustee), of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such Current Market Price per share of the Common Stock; provided, however, if exercise of such right or warrant is subject to the occurrence of a contingent event, adjustment of the conversion price shall be made in the manner provided for such securities in paragraph (ii) above and the date that the right or warrant becomes exercisable shall be deemed to be the amount Determination Date for purposes of cash paid therefor before deducting any discountssuch adjustment. The conversion price adjustment made pursuant to this paragraph (iii) shall become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution (except in the case of rights or warrants subject to exercise upon the occurrence of a contingent event, commissions in which case such adjustment shall become effective at the time such rights or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereofwarrants become exercisable). (Civ) In For the case purposes of the issuance of securities of the Corporation for a consideration in whole or in part other than cashthis Article Fourteen, the consideration other than cash "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the last reported sale prices for the twenty (20) consecutive Trading Days (as defined below) next preceding the day in question. The last reported sale price for each day shall be (i) the last reported sale price of Common Stock on the National Market of the National Association of Securities Dealers, Inc., Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (ii) if not quoted as described in clause (i), the mean between the high bid and low asked quotations for Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted both bid and asked quotations for such class of stock on at least 5 of the 10 preceding days, or (iii) if the Common Stock is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of such class of stock on the principal securities exchange on which such class of stock is listed. If the Common Stock is quoted on a dollar value equal to national securities or central market system, in lieu of a market or quotation system described above, the closing price shall be determined in the manner set forth in clause (ii) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (iii) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the closing price of Common Stock on any day or the average of such closing prices for any period shall be the fair market value of such non-cash consideration, irrespective class of any accounting treatment thereof, stock as determined in good faith in the exercise of their reasonable business judgment by a majority of the Board of Directors of the Company. As used herein the term "Trading Days" 100 with respect to Common Stock means (including i) if the Common Stock is quoted on the National Market of the National Association of Securities Dealers, Inc., Automated Quotation System or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system or (ii) if the Common Stock is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business. (v) All calculations under this Section 14.04 shall be made to the nearest cent or to the nearest one-hundredth of a majority share, as the case may be. (vi) No adjustment in the conversion price shall be required pursuant to any paragraph of this Section 14.04 unless such adjustment (together with prior adjustments which by reason of this paragraph (vi) were not required to be made at the time otherwise required by the above paragraphs of this Section 14.04) would require a change of at least 1% in such price; provided, however, that any adjustments which by reason of this paragraph (vi) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (vii) The Company from time to time may reduce the conversion price by any amount for any period of time if the period is at Least twenty (20) days and if the reduction is irrevocable during the period; provided, however, that the Company may not reduce the conversion price per share to an amount less than the par value per share of the Common Stock Directors)into which a Debenture is at the time convertible. Whenever the conversion price is reduced in such manner, orthe Company shall mail to Debentureholders, in with a copy to the alternativeTrustee, a qualified independent appraiser selected by the Board of Directors. (D) In the case notice of the issuance after reduction. The Company shall mail the notice at least fifteen (15) days before the date the reduced conversion price takes effect. The notice shall state the reduced conversion price and the period it will be in effect. A reduction of issuance of Series A Preferred Stock of Options the conversion price does not change or Convertible Securities (as such terms are defined adjust the conversion price otherwise in paragraph (B)), the following provisions shall apply effect for all purposes of this Paragraph I(5)(c)(i) and Paragraph I(5)(c)(ii) hereof (1) With respect to Options to purchase any common stock of the Corporation, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Options shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Paragraph I(5)(c)(i)(B) and Paragraph I(5)(c)(i)(C) hereof), if any, received by the Corporation for such Options plus the minimum exercise price provided in such Options for the common stock issuable thereunderArticle Fourteen. (2) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of common stock of the Corporation deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of common stock of the Corporation issuable upon the exercise of such Options to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Paragraph I(5)(c)(i)(B) and A(5)(c)(i)(C) hereof). (3) The Conversion Price shall be adjusted, to the extent provided herein, only at the time of the initial issuance of an Option or Convertible Security, but not thereafter (as a result of the exercise of the rights evidenced by such Option or Convertible Security or otherwise) except as contemplated by Paragraph I(5)(c)(i)(D)(4). (4) Upon the expiration or termination of any such Options or any such rights to convert or exchange Convertible Securities, the Conversion Price of the Series A Preferred Stock, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect the issuance of only the number of shares of common stock of the Corporation (and Options and Convertible Securities which remain in effect) that were actually issued upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities. (5) The number of shares of common stock of the Corporation deemed issued and the consideration deemed paid therefor pursuant to Paragraph I(5)(c)(i)(D)(1) and (2) hereof shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Paragraph I(5)(c)(i)(D)(3) or (4) hereof. Notwithstanding the foregoing, no adjustment of the Conversion Price pursuant to this Paragraph I(5)(c)(i) shall have the effect of adjusting the Conversion Price above $3.00 (such amount being subject to a proportionate adjustment to reflect any event of the type described in Paragraph I(5)(c)(iii) and I(5)(d) hereof), but an adjustment deferred under this sentence may be carried forward to offset any future downward adjustment.

Adjustments of Conversion Price. The Conversion Price (a) In case the Corporation shall pay or make a dividend or other distribution on any class of capital stock of the Series A Preferred Stock shall be subject to adjustment from time to time as follows provided, however, that no adjustment Corporation in shares of the Conversion Price for Series A Preferred Stock shall be made in an amount less than one-half of one cent ($0.005) per share, provided, that any adjustments that are less than less than one-half of one cent ($0.005) per share shall be carried forward and shall be taken into account in any subsequent adjustment to the Conversion Price: (A) Upon each issuance (or deemed issuance pursuant to the provisions hereof) by the Corporation of any Additional Stock after the date of issuance of Series A Preferred Common Stock, the Conversion Price in effect at the opening of business on the day following the date fixed for the Series A Preferred Stock in effect immediately prior determination of stockholders entitled to each issuance (receive such dividend or deemed issuance) other distribution shall be adjusted to a price determined reduced by multiplying such Conversion Price by a fraction, (1) fraction of which the numerator of which shall be the number of Common Stock Equivalents (as defined in Paragraph II) outstanding immediately prior to such issuance plus the number of shares of Common Stock which outstanding at the aggregate consideration received (or deemed received) by close of business on the Corporation date fixed for such issuance would purchase at such Conversion Price; determination and (2) the denominator of which shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. (b) In case the outstanding shares of Common Stock Equivalents shall be subdivided into a greater number of shares (including by means of a stock dividend), the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such issuancesubdivision or combination becomes effective. (Bc) In case the case Corporation shall, by dividend or otherwise, distribute to all holders of shares of Common Stock evidences of indebtedness or assets (including securities, but excluding any rights or warrants referred to in Section 4(f) below and any dividend or distribution paid in cash out of the issuance of securities retained earnings of the Corporation for cashor paid in shares of Common Stock), the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction, of which the numerator shall be an amount of consideration received by per share equal to the Corporation average Closing Price for the fifteen (15) trading days prior to (but not including) the date fixed for such securities determination of the portion of the assets or evidences of indebtedness so distributed allocable to one share of Common Stock and the denominator shall be deemed such current market price per share of the Common Stock, such adjustment to be become effective immediately prior to the amount opening of cash paid therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by business on the Corporation day following the date fixed for any underwriting or otherwise in connection with the issuance and sale thereofdetermination of stockholders entitled to receive such distribution. (Cd) In the case of the issuance of securities of the Corporation for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to have a dollar value equal to the fair market value of such non-cash consideration, irrespective of any accounting treatment thereof, as determined by a majority of the Board of Directors (including a majority of the Common Stock Directorsshall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares or a stock dividend described in Section 4(b) above, or a consolidation, merger or sale of assets described in Section 8 below), orthen and in each such event the Holder shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, in the alternativereclassification, a qualified independent appraiser selected or other change, by the Board of Directors. (D) In the case holders of the issuance after the date of issuance of Series A Preferred Stock of Options or Convertible Securities (as such terms are defined in paragraph (B)), the following provisions shall apply for all purposes of this Paragraph I(5)(c)(i) and Paragraph I(5)(c)(ii) hereof (1) With respect to Options to purchase any common stock of the Corporation, the aggregate maximum number of shares of Common Stock deliverable upon exercise into which this Note might have been converted immediately prior to such reorganization, reclassification, or exchange. (e) Except as provided in this Note, if and whenever the Corporation shall issue or sell, or, pursuant to the terms of such Options shall be this Note, is deemed to have been issued at the time such Options were issued and or sold, any shares of its Common Stock for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issuance and sale, then, forthwith upon such issuance or sale, the Conversion Price shall be reduced to the price determined by dividing (i) an amount equal to the consideration sum of (determined in a) the manner provided in Paragraph I(5)(c)(i)(B) and Paragraph I(5)(c)(i)(C) hereof), if any, received by the Corporation for such Options plus the minimum exercise price provided in such Options for the common stock issuable thereunder. (2) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of common stock of Common Stock outstanding immediately prior to such issuance and sale multiplied by the Corporation deliverable upon the conversion or exchange of any such Convertible Securities then existing Conversion Price, and the aggregate maximum number of shares of common stock of the Corporation issuable upon the exercise of such Options to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to (b) the consideration, if any, received by the Corporation for any upon such Convertible Securities and Optionsissuance or sale, plus by (ii) the minimum additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Paragraph I(5)(c)(i)(B) and A(5)(c)(i)(C) hereof). (3) The Conversion Price shall be adjusted, to the extent provided herein, only at the time of the initial issuance of an Option or Convertible Security, but not thereafter (as a result of the exercise of the rights evidenced by such Option or Convertible Security or otherwise) except as contemplated by Paragraph I(5)(c)(i)(D)(4). (4) Upon the expiration or termination of any such Options or any such rights to convert or exchange Convertible Securities, the Conversion Price of the Series A Preferred Stock, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect the issuance of only the total number of shares of common Common Stock outstanding immediately after such issuance and sale. (f) Anything herein to the contrary notwithstanding, the issuance or sale of the following shares of Common Stock or options, warrants or other rights to purchase Common Stock shall be excluded from any calculation of, and shall not be deemed issued or sold for purposes of calculating, any reduction, adjustment or readjustment of the Conversion Price hereunder: (i) shares of Common Stock issued upon conversion of this Note; (ii) shares of Common Stock or options, warrants or other rights to purchase Common Stock issuable, reserved for issuance or issued pursuant to a stock option plan, employee stock ownership plan or other compensatory benefit plan of the Corporation, duly adopted by its Board of Directors; and (iii) shares of Common Stock, issuable, reserved for issuance or issued pursuant to any presently outstanding warrants or options, or any options, warrants or other rights issuable, reserved for issuance or issued to officers of the Corporation in the future for compensatory purposes, if duly authorized by its Board of Directors. (g) If the Corporation shall issue (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, (i) Common Stock or (ii) Convertible Securities, as defined in Section 4(h) below (such rights or options being herein called "Options"), whether or not such Options are immediately exercisable, and Options and Convertible Securities if the price per share for which remain in effect) that were actually issued Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities. , the aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (5ii) The the maximum number of shares of common stock Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Conversion Price in effect immediately prior to the issuance of such Options, then the maximum number of shares of Common Stock issuable upon the exercise of such Options, or upon the conversion or exchange of the Corporation deemed issued and maximum amount of such Convertible Securities issuable upon the consideration deemed paid therefor pursuant to Paragraph I(5)(c)(i)(D)(1) and (2) hereof exercise of such Options, shall be appropriately adjusted deemed to reflect any change, termination or expiration have been issued for such price per share as of the type described in either Paragraph I(5)(c)(i)(D)(3) or (4) hereofdate of issuance of such Options and thereafter shall be deemed to be outstanding. Notwithstanding the foregoingExcept as otherwise provided below, no adjustment of the Conversion Price pursuant shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. (h) If the Corporation shall issue (whether directly or by assumption in a merger or otherwise) or sell any stock or securities convertible into or exchangeable for Common Stock (such stock or securities being herein called "Convertible Securities"), whether or not the rights to this Paragraph I(5)(c)(iexchange or convert any such Convertible Securities are immediately exercisable, and if the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the total amount received or receivable by the Corporation as consideration for the issuance or sale of such Convertible Securities, plus the aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (ii) the maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall have the effect of adjusting be less than the Conversion Price above $3.00 (in effect immediately prior to such amount being subject issuance or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to a proportionate adjustment to reflect any event have been issued for such price per share as of the type described date of the issuance or sale of such Convertible Securities and thereafter shall be deemed to be outstanding, provided that (a) except as otherwise provided below, no adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and (b) if any such issuance or sale of such Convertible Securities is made upon any exercise of any Option to purchase any such Convertible Securities for which adjustment of the Conversion Price have been or are to be made pursuant to other provisions of this Note, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale of Convertible Securities. (i) Upon the happening of any of the following events, namely, (i) if the purchase price provided for in Paragraph I(5)(c)(iiiany Option referred to above, (ii) and I(5)(dthe additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to above, or (iii) hereofthe rate at which any Convertible Securities referred to above are convertible into or exchangeable for Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution), but the Conversion Price in effect at the time of such event shall forthwith be readjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration, or conversion rate, as the case may be, at the time initially granted, issued, or sold. If the purchase price provided for in any such Option referred to above or the rate at which any Convertible Securities referred to above are convertible into or exchangeable for Common Stock shall be reduced at any time other than under or by reason of provisions with respect thereto designed to protect against dilution, then the Conversion Price shall forthwith be adjusted as provided herein. (j) If any shares of Common Stock, Options, or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions paid by the Corporation in connection therewith. In case any shares of Common Stock, Options, or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction of any expenses incurred or any underwriting commissions paid by the Corporation in connection therewith. In case any Options shall be issued in connection with the issuance and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. (k) For the purposes of the adjustments to the Conversion Price provided for in this Note, (a) if any Options or the conversion privilege represented by any Convertible Securities shall expire without having been exercised, the Conversion Price as adjusted upon the issuance of such Options or Convertible Securities shall be readjusted to the Conversion Price that would have been in effect had an adjustment deferred under been made on the basis (i) that the number of shares of Common Stock deemed outstanding upon the exercise of such Options or the conversion of such Convertible Securities shall be the number of shares of Common Stock actually issued upon the exercise of such Options, plus the number of shares of Common Stock actually issued upon the conversion of such Convertible Securities, and (ii) such shares of Common Stock were issued for the consideration actually received by the Corporation upon such exercise, plus the consideration actually received by the Corporation for the granting of all such Options, whether or not exercised, plus the consideration received for issuing the Convertible Securities actually converted, plus the consideration actually received by the Corporation upon the conversion of such Convertible Securities, and (b) if any Options or the conversion privilege represented by any such Convertible Securities shall not have been exercised upon receipt by the Corporation of the Holder's written notice of its election to convert in the case of the exercise of the Holder's conversion privilege, the Conversion Price shall be readjusted by the Corporation in accordance with the provisions of clause (a) above with respect to the portion of this sentence may Note actually converted, with such readjustment to become effective as of the close of business on the day fixed for such conversion in the case of the exercise of the Holder's conversion privilege. (l) No adjustment or readjustment in the Conversion Price shall be required unless such adjustment or readjustment (plus any adjustments or readjustments not previously made by reason of this Section 4(l)) would require an increase or decrease of at least one percent (1%) in such price; provided, however, that any adjustments which by reason of this Section 4(l) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 4(l) shall be made to offset any future downward adjustmentthe nearest cent. (m) Notwithstanding the foregoing paragraphs (a) through (l) above, no adjustment or readjustment in the Conversion Price shall be required as a result of issuances of securities by the Company to the Holder in accordance with the terms and provisions of the Securities Purchase Agreement by and among CCA and Sodexho S.A. dated as of June 23, 1994.

Adjustments of Conversion Price. The Conversion Price of the Series A B --- ------------------------------- Preferred Stock shall be subject to adjustment from time to time as follows provided, however, that no adjustment of the Conversion Price for Series A Preferred Stock shall be made in an amount less than one-half of one cent ($0.005) per share, provided, that any adjustments that are less than less than one-half of one cent ($0.005) per share shall be carried forward and shall be taken into account in any subsequent adjustment to the Conversion Pricefollows: (A) Upon each issuance (or deemed issuance pursuant to the provisions hereof) by the Corporation of any Additional Stock after the date of issuance of Series A B Preferred Stock, without consideration or for an Effective Price per share less than the Conversion Price for the Series A B Preferred Stock in effect immediately prior to the issuance (or deemed issuance) of such Additional Stock, then the Conversion Price for the Series B Preferred Stock in effect immediately prior to each issuance (or deemed issuance) shall be adjusted to a price determined by multiplying such Conversion Price by a fraction, (1) the numerator of which shall be the number of Common Stock Equivalents (as defined in Paragraph IIB) outstanding immediately prior to such issuance plus the number of shares of Common Stock which the aggregate consideration received (or deemed received) by the Corporation for such issuance would purchase at such Conversion Price; and (2) the denominator of which shall be the number of Common Stock Equivalents outstanding immediately after such issuanceissuance.\ (B) No adjustment of the Conversion Price for Series B Preferred Stock shall be made in an amount less than one-half of one cent ($0.005) per share, provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment to the Conversion Price. No adjustment of the Conversion Price for the Series B Preferred Stock pursuant to this paragraph A(5)(c)(i) shall have the effect of increasing such Conversion Price for the Series B Preferred Stock above the Conversion Price in effect immediately prior to such adjustment. (BC) In the case of the issuance of securities of the Corporation for cash, the amount of consideration received by the Corporation for such securities shall be deemed to be the amount of cash paid therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof. (C) In the case of the issuance of securities of the Corporation for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to have a dollar value equal to the fair market value of such non-cash consideration, irrespective of any accounting treatment thereof, as determined by a majority of the Board of Directors (including a majority of the Common Stock Directors), or, in the alternative, a qualified independent appraiser selected by the Board of Directors. (D) In the case of the issuance after the date of issuance of Series A Preferred Stock of Options or Convertible Securities (as such terms are defined in paragraph (B)), the following provisions shall apply for all purposes of this Paragraph I(5)(c)(i) and Paragraph I(5)(c)(ii) hereof (1) With respect to Options to purchase any common stock of the Corporation, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Options shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Paragraph I(5)(c)(i)(B) and Paragraph I(5)(c)(i)(C) hereof), if any, received by the Corporation for such Options plus the minimum exercise price provided in such Options for the common stock issuable thereunder. (2) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of common stock of the Corporation deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of common stock of the Corporation issuable upon the exercise of such Options to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Paragraph I(5)(c)(i)(B) and A(5)(c)(i)(C) hereof). (3) The Conversion Price shall be adjusted, to the extent provided herein, only at the time of the initial issuance of an Option or Convertible Security, but not thereafter (as a result of the exercise of the rights evidenced by such Option or Convertible Security or otherwise) except as contemplated by Paragraph I(5)(c)(i)(D)(4). (4) Upon the expiration or termination of any such Options or any such rights to convert or exchange Convertible Securities, the Conversion Price of the Series A Preferred Stock, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect the issuance of only the number of shares of common stock of the Corporation (and Options and Convertible Securities which remain in effect) that were actually issued upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities. (5) The number of shares of common stock of the Corporation deemed issued and the consideration deemed paid therefor pursuant to Paragraph I(5)(c)(i)(D)(1) and (2) hereof shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Paragraph I(5)(c)(i)(D)(3) or (4) hereof. Notwithstanding the foregoing, no adjustment of the Conversion Price pursuant to this Paragraph I(5)(c)(i) shall have the effect of adjusting the Conversion Price above $3.00 (such amount being subject to a proportionate adjustment to reflect any event of the type described in Paragraph I(5)(c)(iii) and I(5)(d) hereof), but an adjustment deferred under this sentence may be carried forward to offset any future downward adjustment.,