Common use of Commitment Payments Clause in Contracts

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 5, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees warrants (the "First Commitment Warrants") in the form attached hereto as Exhibit U, to purchase 225,000 shares of Common Stock. On the date of the Investment Commitment Closing, the Company shall issue and deliver to Investor or its designated assignees warrants (the "Second Commitment Warrants," together with the First Commitment Warrants, collectively referred to as the "Commitment Warrants) in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 225,000 additional shares of Common Stock. Each Commitment Warrant shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average closing bid price for the five (5) trading days immediately preceding April 5, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Notwithstanding the above, no Semi-Annual Non-Usage Fee shall accrue during any Commitment Evaluation Period where the Company completed six (6) Puts, each of which was for the full amount of the Individual Put Limit. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 5, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees warrants (the "First Commitment Warrants") in the form attached hereto as Exhibit U, to purchase 225,000 shares of Common Stock. On the date of the Investment Commitment Closing, the Company shall issue and deliver to Investor or its designated assignees warrants (the "Second Commitment Warrants," together with the First Commitment Warrants, collectively referred to as the "Commitment Warrants) in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 225,000 additional shares of Common Stock. Each Commitment Warrant shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average closing bid price for the five (5) trading days immediately preceding April 5, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six (6) Calendar Month yearly period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee Fee") equal to the difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000100,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Notwithstanding the above, no Semi-each Annual Non-Usage Fee shall accrue will be reduced by $10,000 for each Put during any the applicable Commitment Evaluation Period where the number of shares specified in the Put Notice equals or exceeds the Volume Limitations for that Put. If the Company completed six Puts in excess of $1,000,000 in aggregate Put Dollar Amount during a Commitment Evaluation Period (6) Putsthe amount in excess of $1,000,000 being referred to as the "Carryover Amount"), each of which was then the Annual Non-Usage Fee, if any, for the full immediately following Commitment Evaluation Period shall be reduced by an amount of equal to the Individual Put LimitCarryover Amount divided by ten (10). Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 519, 1999 between the Company and the Investor, the Company issued and delivered to Investor Subscriber or its designated assignees assignees, warrants (the "First Commitment Warrants") in the form attached hereto as Exhibit U, to purchase 225,000 shares of Common Stock. On the date of the Investment Commitment Closing, the Company shall issue and deliver to Investor or its designated assignees warrants (the "Second Commitment Warrants," together with the First Commitment Warrants, collectively referred to as the "Commitment Warrants) in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 225,000 additional 490,000 shares of Common Stock. Each The Commitment Warrant Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average closing bid price Closing Bid Price for the five (5) trading days immediately preceding April 519, 1999 ("Initial Exercise Price"), and shall have semi-semi- annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the InvestorSubscriber, the Company shall deliver to the Investor Subscriber a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Semi- Annual Non-Usage Fee ") equal to the difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Notwithstanding the above, no Semi-Annual Non-Usage Fee shall accrue during any Commitment Evaluation Period where the Company completed six (6) Puts, each of which was for the full amount of the Individual Put Limit. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.)

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 5, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees warrants On each six (the "First Commitment Warrants"6) in the form attached hereto as Exhibit U, to purchase 225,000 shares of Common Stock. On the date month anniversary of the Investment Commitment Closing, if the Company shall issue and deliver Investor has not received at least an amount equal to Investor or its designated assignees warrants (the "Second applicable Semi-Annual Commitment Warrants," together with the First Commitment WarrantsFee, collectively referred to as the "Commitment Warrants) set forth below, in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 225,000 additional shares of Common Stock. Each Commitment Warrant shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average closing bid price aggregate Gross Discount Amounts for the five (5) trading days immediately preceding April 5, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six (6) Calendar Month period following the Effective Date Months (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee Commitment Shortfall") equal to the difference of (i) $100,000the applicable Semi-Annual Commitment Fee, as defined below, minus (ii) 10% the aggregate of the aggregate Put Dollar Amount of Gross Discount Amounts received by the Put Shares put to Investor during that Commitment Evaluation Periodthe preceding six (6) Calendar Months. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occursInvestor, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Commitment Fee for the applicable Commitment Evaluation Period, less the Gross Discount Amount on amounts put to the Investor in that Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% the aggregate of the aggregate Put Dollar Amount of the Put Shares put to Investor during Gross Discount Amounts for all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee Commitment Shortfall thereafter. Notwithstanding For purposes hereof, the above, no Semi-Annual Non-Usage Commitment Fee shall accrue during any be as follows: Commitment Evaluation Period where Semi-Annual Commitment Fee ---------------------------- -------------------------- First 6 Calendar Months after Closing* $50,000** 6 through 12 Calendar Months after Closing $75,000 12 through 18 Calendar Months after Closing $100,000 18 through 24 Calendar Months after Closing $100,000 24 through 30 Calendar Months after Closing $125,000 30 through 36 Calendar Months after Closing $150,000 * = Investment Commitment Closing ** = If the date of effectiveness of the Registration Statement is more than 4 Calendar Months after the date of filing of the Registration Statement, and the Company completed six (6) Putshas used its best efforts to cause such Registration Statement to become effective as soon as possible, each of which was the Semi-Annual Commitment Fee for the full amount of the Individual Put Limit. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accruedFirst 6 Calendar Months After Closing shall be reduced to $25,000. The Company shall not be required to deliver any payments to Investor under this subsection subSection until Investor has paid all Put Dollar Amounts that are then due.

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 519, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees assignees, warrants (the "First Commitment Warrants") in the form attached hereto as Exhibit U, to purchase 225,000 shares of Common Stock. On the date of the Investment Commitment Closing, the Company shall issue and deliver to Investor or its designated assignees warrants (the "Second Commitment Warrants," together with the First Commitment Warrants, collectively referred to as the "Commitment Warrants) in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 225,000 additional 490,000 shares of Common Stock. Each The Commitment Warrant Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average closing bid price Closing Bid Price for the five (5) trading days immediately preceding April 519, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (iI) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (iI) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Notwithstanding the above, no Semi-Annual Non-Usage Fee shall accrue during any Commitment Evaluation Period where the Company completed six (6) Puts, each of which was for the full amount of the Individual Put Limit. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, payable within five (5) business days of the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where such payment is made in shares of Common Stock, each share of Common Stock shall be valued at the lesser of (I) the average Closing Bid Price for the five (5) Business Days preceding the date that such Semi-Annual Non-Usage Fee is due, or (ii) the average Closing Bid Price for the five (5) Business Days preceding the date that such shares are delivered to Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 5, 1999 between the Company and the Investor, the Company issued and delivered to Investor Subscriber or its designated assignees warrants (the "First Commitment Warrants") in the form attached hereto as Exhibit U, to purchase 225,000 shares of Common Stock. On the date of the Investment Commitment Closing, the Company shall issue and deliver to Investor Subscriber or its designated assignees warrants (the "Second Commitment Warrants," together with the First Commitment Warrants, collectively referred to as the "Commitment Warrants) in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 225,000 additional shares of Common Stock. Each Commitment Warrant shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average closing bid price for the five (5) trading days immediately preceding April 5, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the InvestorSubscriber, the Company shall deliver to the Investor Subscriber a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Notwithstanding the above, no Semi-Annual Non-Usage Fee shall accrue during any Commitment Evaluation Period where the Company completed six (6) Puts, each of which was for the full amount of the Individual Put Limit. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 5, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees warrants (the "First Commitment Warrants") in the form attached hereto as Exhibit U, to purchase 225,000 shares of Common Stock. On the date of the Investment Commitment Closing, the Company shall issue and deliver pay to the Investor or its designated assignees warrants an amount equal to $250,000 (the "Second Initial Commitment Warrants," together with Fee"), representing 2_% of the First Commitment WarrantsMaximum Offering Amount. Such amount shall be payable in either cash or by delivering to the Investor a number of unrestricted shares of the Company's common stock which, collectively referred to as the "Commitment Warrants) in the form attached hereto as Exhibit U, or such other form as agreed upon when multiplied by the parties, to purchase 225,000 additional shares average Closing Bid Price of Common Stock. Each Commitment Warrant shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average closing bid price Company's common stock for the five (5) trading days immediately prior to the date of the Investment Commitment Closing, will equal the Initial Commitment Fee. On each anniversary of the Investment Commitment Closing, if the Investor has not purchased a number of Put Shares for an aggregate Put Dollar Amount of at least $1,000,000 (the "Annual Commitment Amount") during the preceding April 5, 1999 twelve (12) Calendar Months (each such period a "Initial Exercise PriceCommitment Evaluation Period"), and the Company, in consideration of the Investor's commitment costs, including but not limited to, due diligence expenses, shall have semi-annual reset provisionsdeliver to the Investor a warrant (each a "Commitment Warrant") to purchase a number of shares of the Company's Common Stock equal to 10% of the number of shares of the Company's Common Stock determined by dividing (i) the Commitment Shortfall, which shall be equal to the Annual Commitment Amount less the actual aggregate Put Dollar Amount for the relevant Commitment Evaluation Period, by (ii) the average Closing Bid Price of the Company's Common Stock for the five (5) Trading Days ending on the last day of the relevant Commitment Evaluation Period. Each The Commitment Warrant shall be immediately exercisable at exercisable, shall have an exercise price equal to 100% of the Commitment Warrant Exercise Price, price determined in clause (ii) above and shall have be exercisable for a term beginning on the date period of issuance and ending on date that is five three (53) years thereafteryears. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Notwithstanding the above, no Semi-Annual Non-Usage Fee shall accrue during any Commitment Evaluation Period where the Company completed six (6) Puts, each of which was for the full amount of the Individual Put Limit. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 5May 24, 1999 between the Company and the Investor, the Company issued and delivered to Investor Subscriber or its designated assignees assignees, warrants (the "First Commitment Warrants") in the form attached hereto as Exhibit U, to purchase 225,000 shares of Common Stock. On the date of the Investment Commitment Closing, the Company shall issue and deliver to Investor or its designated assignees warrants (the "Second Commitment Warrants," together with the First Commitment Warrants, collectively referred to as the "Commitment Warrants) in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 225,000 additional 490,000 shares of Common Stock. Each The Commitment Warrant Warrants shall be exerciseable exercisable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the weighted average closing bid price for the five (5) trading days immediately preceding April 5May 24, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the InvestorSubscriber, the Company shall deliver to the Investor Subscriber a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six Twelve (612) Calendar Month period following the Effective Date date of this Agreement (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 2,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (i) $100,000200,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) Planet America (Final Amended and Restated) Inv. Agreement 18 $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Notwithstanding the above, no Semi-Annual Non-Usage Fee shall accrue during any Commitment Evaluation Period where the Company completed six (6) Puts, each of which was for the full amount of the Individual Put Limit. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, payable within five (5) business days of the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where such payment is made in shares of Common Stock, each share of Common Stock shall be valued at the lesser of (i) the weighted average price of the Common Stock for the five (5) Business Days preceding the date that such Annual Non-Usage Fee is due, or (ii) the weighted average price of the Common Stock for the five (5) Business Days preceding the date that such shares are delivered to Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 5May 25, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees assignees, warrants (the "First Commitment Warrants") in the form attached hereto as Exhibit U, to purchase 225,000 shares of Common Stock. On the date of the Investment Commitment Closing, the Company shall issue and deliver to Investor or its designated assignees warrants (the "Second Commitment Warrants," together with the First Commitment Warrants, collectively referred to as the "Commitment Warrants) in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 225,000 additional 500,000 shares of Common Stock. Each The Commitment Warrant Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average closing bid price for the five (5) trading days immediately preceding April 5May 25, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery execution of the Commitment Warrant to the Investorthis Agreement, the Company shall deliver to the Investor a an Investment Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six eighteen (618) Calendar Month period following the Effective Date date of this Agreement (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period (when combined with amounts in excess of $1,000,000 from the immediately preceding Commitment Evaluation Period), the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (i) $100,000, minus (ii) 10% of the sum of (x) the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation PeriodPeriod plus (y) any amounts in excess of $1,000,000 Put in the immediately preceding Put. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Notwithstanding the above, no Semi-Annual Non-Usage Fee shall accrue during any Commitment Evaluation Period where the Company completed six (6) Puts, each of which was for the full amount of the Individual Put Limit. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, payable within five (5) business days of the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where such payment is made in shares of Common Stock, each share of Common Stock shall be valued at the lesser of (i) the average Closing Bid Price for the five (5) Business Days preceding the date that such Non-Usage Fee is due, or (ii) the average Closing Bid Price for the five (5) Business Days preceding the date that such shares are delivered to Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.