Common use of Amendment of the Registration Rights Agreement Clause in Contracts

Amendment of the Registration Rights Agreement. Subject to the Loan Parties' performance of their obligations to Lender hereunder on the date hereof, the parties hereto agree to amend the terms of the Registration Rights Agreement as follows: (a) The Recitals to the Registration Rights Agreement shall be deleted in their entirety and replaced with the following recitals: A. On July 21, 2000, the Company entered into this Agreement pursuant to that certain Senior Subordinated Loan Agreement dated as of July 21, 2000 among the Company, its subsidiaries made a party thereto and WBMCF (the "Original Loan Agreement). In connection with the Original Loan Agreement, the Company agreed, upon the terms and subject to the conditions contained therein, to issue and sell to WBMCF a warrant (the "Original Warrant") entitling the holder thereof to purchase the number of shares (the "Original Warrant Shares") of common stock, $0.001 par value, of the Company (the "Common Stock"), as set forth therein. To induce WBMCF to execute and deliver the Original Loan Agreement, the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "Securities Act"), and applicable state securities laws. B. In connection with the waiver of certain defaults under the Original Loan Agreement and the Senior Loan Agreement (as defined in the Original Loan Agreement), the Loan Parties requested, and WBMCF agreed, to amend the Original Loan Agreement (the "First Amendment Loan Agreement") and, made provision for the purchase of additional senior subordinated notes of the Loan Parties by WBMCF and the additional lenders set forth in Schedule 2.1(b) of the Loan Agreement, (as hereinafter defined) (the "First Amendment Lenders"), having an aggregate principal amount of $3,000,000 (the "First Amendment Senior Subordinated Notes"). C. Concurrent with the First Amendment Loan Agreement, the Company agreed to issue and sell to First Amendment Lenders warrants (the "First Amendment Warrants" entitling the holders thereof to purchase the number of shares (the "First Amendment Warrant Shares" of Common Stock as set forth therein. In addition, to induce First Amendment Lenders to execute and deliver the First Amendment Loan Agreement, the Company agreed to amend the Registration Rights Agreement to extend certain registration rights under the Securities Act and applicable state securities laws to the First Amendment Warrant Shares, all upon the terms and conditions set forth herein." D. The Loan Parties have further requested, and Lender has further agreed, to amend the Original Loan Agreement and the First Amendment Loan Agreement (the "Second Amendment Loan Agreement" and, together with the Original Loan Agreement and the First Amendment Loan Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in compliance with the terms thereof, the "Loan Agreement") and to make provision for the purchase of additional senior subordinated notes of the Loan Parties by WBMCF and the additional lenders as set forth in Schedule 2.1(c) of the Loan Agreement (the "Second Amendment Lenders"), having an aggregate principal amount of $3,400,000 (the "Second Amendment Senior Subordinated Secured Notes"). E. Concurrent with the Second Amendment Loan Agreement, the Company has agreed to issue and sell to Second Amendment Lenders warrants (the "Second Amendment Warrants" and, together with the Original Warrant and the First Amendment Warrants, the "Warrant") entitling the holders thereof to purchase the number of shares (the "Second Amendment Warrant Shares" and, together with the Original Warrant Shares and the First Amendment Warrant Shares, the "Warrant Shares"), of Common Stock as set forth therein. In addition, to induce Second Amendment Lenders to execute and deliver the Second Amendment Loan Agreement, the Company has agreed to amend the Registration Rights Agreement to extend certain registration rights under the Securities Act and applicable state securities laws to the Second Amendment Warrant Shares, all upon the terms and conditions set forth herein." (b) The definitions of "Holder" and "Registrable Securities" in Section 1.1 of the Registration Rights Agreement shall be deleted in their entirety and replaced with the following:

Amendment of the Registration Rights Agreement. Subject to the Loan Parties' performance of their obligations to Lender hereunder on the date hereof, the parties hereto agree to amend the terms of the Registration Rights Agreement as follows: (a) The Recitals to the Registration Rights Agreement shall be deleted in their entirety and replaced with the following recitals: A. On July 21, 2000, the Company entered into this Agreement pursuant to that certain Senior Subordinated Loan Agreement dated as of July 21, 2000 among the Company, its subsidiaries made a party thereto and WBMCF (the "Original Loan Agreement). In connection with the Original Loan Agreement, the Company agreed, upon the terms and subject to the conditions contained therein, to issue and sell to WBMCF a warrant (the "Original Warrant") entitling the holder thereof to purchase the number of shares (the "Original Warrant Shares") of common stock, $0.001 par value, of the Company (the "Common Stock"), as set forth therein. To induce WBMCF to execute and deliver the Original Loan Agreement, the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "Securities Act"), and applicable state securities laws. B. In connection with the waiver of certain existing defaults under the Original Loan Agreement and the Senior Loan Agreement (as defined in the Original Loan Agreement), the Loan Parties have further requested, and WBMCF has further agreed, to amend the Original Loan Agreement (the "First Amendment Loan Agreement") and, made provision for the purchase of additional senior subordinated notes of the Loan Parties by WBMCF and the additional lenders set forth in Schedule 2.1(b) of the Loan Agreement, (as hereinafter defined) (the "First Amendment Lenders"), having an aggregate principal amount of $3,000,000 (the "First Amendment Senior Subordinated Notes"). C. Concurrent with the First Amendment Loan Agreement, the Company agreed to issue and sell to First Amendment Lenders warrants (the "First Amendment Warrants" entitling the holders thereof to purchase the number of shares (the "First Amendment Warrant Shares" of Common Stock as set forth therein. In addition, to induce First Amendment Lenders to execute and deliver the First Amendment Loan Agreement, the Company agreed to amend the Registration Rights Agreement to extend certain registration rights under the Securities Act and applicable state securities laws to the First Amendment Warrant Shares, all upon the terms and conditions set forth herein." D. The Loan Parties have further requested, and Lender has further agreed, to amend the Original Loan Agreement and the First Amendment Loan Agreement (the "Second Amendment Loan Agreement" and, together with the Original Loan Agreement and the First Amendment Loan Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in compliance with the terms thereof, the "Loan Agreement") and to make provision for the purchase of additional senior subordinated notes of the Loan Parties by WBMCF and the additional lenders as set forth in Schedule 2.1(c) 2.1 of the Loan Agreement (the "Second First Amendment Lenders"), having an aggregate principal amount of $3,400,000 3,000,000 (the "Second First Amendment Senior Subordinated Secured Notes"). E. C. Concurrent with the Second First Amendment Loan AgreementAgreement and the First Amendment, the Company has agreed to issue and sell to Second First Amendment Lenders warrants (the "Second First Amendment Warrants" and, together with the Original Warrant and the First Amendment WarrantsWarrant, the "Warrant") entitling the holders thereof to purchase the number of shares (the "Second First Amendment Warrant Shares" and, together with the Original Warrant Shares and the First Amendment Warrant Shares, the "Warrant Shares"), of Common Stock as set forth therein. In addition, to induce Second First Amendment Lenders to execute and deliver the Second First Amendment Loan Agreement, the Company has agreed to amend the Registration Rights Agreement to extend certain registration rights under the Securities Act and applicable state securities laws to the Second First Amendment Warrant Shares, all upon the terms and conditions set forth herein." (b) The definitions of "Holder" and "Registrable Securities" in Section 1.1 of the Registration Rights Agreement shall be deleted in their entirety and replaced with the following:

Amendment of the Registration Rights Agreement. Subject to the Loan Parties' performance of their obligations to Lender hereunder on the date hereof, the parties hereto agree to amend the terms of the Registration Rights Agreement as follows: (a) The Recitals to the Registration Rights Agreement shall be deleted in their entirety and replaced with the following recitals: A. On July 21, 2000, the Company entered into this Agreement pursuant to that certain Senior Subordinated Loan Agreement dated as of July 21, 2000 among the Company, its subsidiaries made a party thereto and WBMCF (the "“Original Loan Agreement). In connection with the Original Loan Agreement, the Company agreed, upon the terms and subject to the conditions contained therein, to issue and sell to WBMCF a warrant (the "“Original Warrant"”) entitling the holder thereof to purchase the number of shares (the "“Original Warrant Shares"”) of common stock, $0.001 par value, of the Company (the "“Common Stock"”), as set forth therein. To induce WBMCF to execute and deliver the Original Loan Agreement, the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "“Securities Act"”), and applicable state securities laws. B. In connection with the waiver of certain defaults under the Original Loan Agreement and the Senior Loan Agreement (as defined in the Original Loan Agreement), the Loan Parties requested, and WBMCF agreed, to amend the Original Loan Agreement (the "“First Amendment Loan Agreement"”) and, made provision for the purchase of additional senior subordinated notes of the Loan Parties by WBMCF and the additional lenders set forth in Schedule 2.1(b) of the Loan Agreement, (as hereinafter defined) (the "“First Amendment Lenders"”), having an aggregate principal amount of $3,000,000 (the "“First Amendment Senior Subordinated Notes"”). C. Concurrent with the First Amendment Loan Agreement, the Company agreed to issue and sell to First Amendment Lenders warrants (the "“First Amendment Warrants" ” entitling the holders thereof to purchase the number of shares (the "“First Amendment Warrant Shares" ” of Common Stock as set forth therein. In addition, to induce First Amendment Lenders to execute and deliver the First Amendment Loan Agreement, the Company agreed to amend the Registration Rights Agreement to extend certain registration rights under the Securities Act and applicable state securities laws to the First Amendment Warrant Shares, all upon the terms and conditions set forth herein." D. The Loan Parties have further requested, and Lender has further agreed, to amend the Original Loan Agreement and the First Amendment Loan Agreement (the "Second Amendment Loan Agreement" and, together with the Original Loan Agreement and the First Amendment Loan Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in compliance with the terms thereof, the "Loan Agreement") and to make provision for the purchase of additional senior subordinated notes of the Loan Parties by WBMCF and the additional lenders as set forth in Schedule 2.1(c) of the Loan Agreement (the "Second Amendment Lenders"), having an aggregate principal amount of $3,400,000 (the "Second Amendment Senior Subordinated Secured Notes"). E. Concurrent with the Second Amendment Loan Agreement, the Company has agreed to issue and sell to Second Amendment Lenders warrants (the "Second Amendment Warrants" and, together with the Original Warrant and the First Amendment Warrants, the "Warrant") entitling the holders thereof to purchase the number of shares (the "Second Amendment Warrant Shares" and, together with the Original Warrant Shares and the First Amendment Warrant Shares, the "Warrant Shares"), of Common Stock as set forth therein. In addition, to induce Second Amendment Lenders to execute and deliver the Second Amendment Loan Agreement, the Company has agreed to amend the Registration Rights Agreement to extend certain registration rights under the Securities Act and applicable state securities laws to the Second Amendment Warrant Shares, all upon the terms and conditions set forth herein." (b) The definitions of "Holder" and "Registrable Securities" in Section 1.1 of the Registration Rights Agreement shall be deleted in their entirety and replaced with the following:”

Amendment of the Registration Rights Agreement. Subject to the Loan Parties' ’ performance of their obligations to Lender hereunder on the date hereof, the parties hereto agree to amend the terms of the Registration Rights Agreement as follows: (a) The Recitals to the Registration Rights Agreement shall be deleted in their entirety and replaced with the following recitals: A. On July 21, 2000, the Company entered into this Agreement pursuant to that certain Senior Subordinated Loan Agreement dated as of July 21, 2000 among the Company, its subsidiaries made a party thereto and WBMCF (the "“Original Loan Agreement). In connection with the Original Loan Agreement, the Company agreed, upon the terms and subject to the conditions contained therein, to issue and sell to WBMCF a warrant (the "“Original Warrant"”) entitling the holder thereof to purchase the number of shares (the "“Original Warrant Shares"”) of common stock, $0.001 par value, of the Company (the "“Common Stock"”), as set forth therein. To induce WBMCF to execute and deliver the Original Loan Agreement, the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "“Securities Act"”), and applicable state securities laws. B. In connection with the waiver of certain existing defaults under the Original Loan Agreement and the Senior Loan Agreement (as defined in the Original Loan Agreement), the Loan Parties have further requested, and WBMCF has further agreed, to amend the Original Loan Agreement (the "“First Amendment Loan Agreement") ” and, made together with the Original Loan Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in compliance with the terms thereof, the “Loan Agreement”) and to make provision for the purchase of additional senior subordinated notes of the Loan Parties by WBMCF and the additional lenders set forth in Schedule 2.1(b) 2.1 of the Loan Agreement, (as hereinafter defined) Agreement (the "“First Amendment Lenders"”), having an aggregate principal amount of $3,000,000 (the "“First Amendment Senior Subordinated Notes"”). C. Concurrent with the First Amendment Loan AgreementAgreement and the First Amendment, the Company has agreed to issue and sell to First Amendment Lenders warrants (the "“First Amendment Warrants" ” and, together with the Original Warrant, the “Warrant”) entitling the holders thereof to purchase the number of shares (the "“First Amendment Warrant Shares" ” and, together with the Original Warrant Shares, the “Warrant Shares”), of Common Stock as set forth therein. In addition, to induce First Amendment Lenders to execute and deliver the First Amendment Loan Agreement, the Company has agreed to amend the Registration Rights Agreement to extend certain registration rights under the Securities Act and applicable state securities laws to the First Amendment Warrant Shares, all upon the terms and conditions set forth herein." D. The Loan Parties have further requested, and Lender has further agreed, to amend the Original Loan Agreement and the First Amendment Loan Agreement (the "Second Amendment Loan Agreement" and, together with the Original Loan Agreement and the First Amendment Loan Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in compliance with the terms thereof, the "Loan Agreement") and to make provision for the purchase of additional senior subordinated notes of the Loan Parties by WBMCF and the additional lenders as set forth in Schedule 2.1(c) of the Loan Agreement (the "Second Amendment Lenders"), having an aggregate principal amount of $3,400,000 (the "Second Amendment Senior Subordinated Secured Notes"). E. Concurrent with the Second Amendment Loan Agreement, the Company has agreed to issue and sell to Second Amendment Lenders warrants (the "Second Amendment Warrants" and, together with the Original Warrant and the First Amendment Warrants, the "Warrant") entitling the holders thereof to purchase the number of shares (the "Second Amendment Warrant Shares" and, together with the Original Warrant Shares and the First Amendment Warrant Shares, the "Warrant Shares"), of Common Stock as set forth therein. In addition, to induce Second Amendment Lenders to execute and deliver the Second Amendment Loan Agreement, the Company has agreed to amend the Registration Rights Agreement to extend certain registration rights under the Securities Act and applicable state securities laws to the Second Amendment Warrant Shares, all upon the terms and conditions set forth herein."” (b) The definitions of "“Holder" ” and "“Registrable Securities" ” in Section 1.1 of the Registration Rights Agreement shall be deleted in their entirety and replaced with the following: