Common use of Consolidated Net Cash Flow Clause in Contracts

Consolidated Net Cash Flow. Achieve Consolidated Net Cash Flow for each of the periods listed below equal to or greater than the amount set forth opposite such period: Net Cash Flow Amount ------------- ------ January 1, 1996 through and including June 30, 1996 $150,000 January 1, 1996 through and including September 30, 1996 $650,000 January 1, 1996 through and including December 31, 1996 ($1,500,000) January 1, 1997 through and including March 31, 1997 ($1,000,000) January 1, 1997 through and including June 30, 1997 ($350,000) January 1, 1997 through and including September 30, 1997 $150,000 January 1, 1997 through and including December 31, 1997 ($1,500,000) January 1, 1998 through and including March 31, 1998 ($1,150,000) January 1, 1998 through and including June 30, 1998 ($500,000) January 1, 1998 through and including September 30, 1998 $0 January 1, 1998 through and including December 31, 1998 ($150,000) January 1, 1999 through and including March 31, 1999 ($500,000)" Senior Interest Coverage Ratio. Section 8.3.3 of the Loan and Security Agreement is hereby deleted and the following is inserted in its stead:

Consolidated Net Cash Flow. Achieve Borrower and Guarantors shall achieve Consolidated Net Cash Flow (as defined in the Senior Loan Agreement) for each of the periods listed below equal to or greater than the amount set forth opposite such period: Net Cash Flow Period Amount ------------- ------ ------ January 1, 1996 through and $135,000 including June 30, 1996 $150,000 January 1, 1996 through and $585,000 including September 30, 1996 $650,000 January 1, 1996 through and $450,000 including December 31, 1996 ($1,500,000) January 1, 1997 through and ($550,000) including March 31, 1997 ($1,000,000) January 1, 1997 through and $135,000 including June 30, 1997 ($350,000) January 1, 1997 through and $585,000 including September 30, 1997 $150,000 January 1, 1997 through and $450,000 including December 31, 1997 ($1,500,000) January 1, 1998 through and ($550,000) including March 31, 1998 ($1,150,000) January 1, 1998 through and $135,000 including June 30, 1998 ($500,000) January 1, 1998 through and $585,000 including September 30, 1998 $0 January 1, 1998 through and $450,000 including December 31, 1998 ($150,000) January 1, 1999 through and ($550,000) including March 31, 1999 ($500,000)" Senior Interest Coverage Ratio. Section 8.3.3 of the Loan and Security Agreement is hereby deleted and the following is inserted in its stead:1999

Consolidated Net Cash Flow. Achieve Borrower shall achieve Consolidated Net Cash Flow (as defined in the Senior Loan Agreement) for each of the periods listed below equal to or greater than the amount set forth opposite such period: Net Cash Flow Period Amount ------------- ------ ------ January 1, 1996 through and $135,000 including June 30, 1996 $150,000 January 1, 1996 through and $585,000 including September 30, 1996 $650,000 January 1, 1996 through and ($1,650,000) including December 31, 1996 ($1,500,000) January 1, 1997 through and ($1,100,000) including March 31, 1997 ($1,000,000) January 1, 1997 through and ($385,000) including June 30, 1997 ($350,000) January 1, 1997 through and $135,000 including September 30, 1997 $150,000 January 1, 1997 through and ($1,650,000) including December 31, 1997 ($1,500,000) January 1, 1998 through and ($1,265,000) including March 31, 1998 ($1,150,000) January 1, 1998 through and ($550,000) including June 30, 1998 ($500,000) January 1, 1998 through and $0 including September 30, 1998 $0 January 1, 1998 through and ($165,000) including December 31, 1998 ($150,000) January 1, 1999 through and ($550,000) including March 31, 1999 ($500,000)" Senior Interest Coverage Ratio. Section 8.3.3 of the Loan and Security Agreement is hereby deleted and the following is inserted in its stead:1999

Consolidated Net Cash Flow. Achieve Consolidated Net Cash Flow for each of the periods listed below equal to or greater than the amount set forth opposite such period: Net Cash Flow Amount ------------- ------ January 1, 1996 through and including June 30, 1996 $150,000 January 1, 1996 through and including September 30, 1996 $650,000 January 1, 1996 through and including December 31, 1996 ($1,500,000) January 1, 1997 through and including March 31, 1997 ($1,000,000) January 1, 1997 through and including June 30, 1997 ($350,000) January 1, 1997 through and including September 30, 1997 $150,000 January 1, 1997 through and including December 31, 1997 ($1,500,000) January 1, 1998 through and including March 31, 1998 ($1,150,000) January 1, 1998 through and including June 30, 1998 ($500,000) January 1, 1998 through and including September 30, 1998 $0 January 1, 1998 through and including December 31, 1998 ($150,000) January 1, 1999 through and including March 31, 1999 ($500,000)" Senior Interest Coverage Ratio. Section 8.3.3 of the Loan and Security Agreement is hereby deleted and the following is inserted in its stead:

Consolidated Net Cash Flow. Achieve Consolidated Net Cash Flow for each of the periods listed below equal to or greater than the amount set forth opposite such period: Net Cash Flow Amount ------------- ------ January 1, 1996 through and including June 30, 1996 $150,000 January 1, 1996 through and including September 30, 1996 $650,000 January 1, 1996 through and including December 31, 1996 ($1,500,000) January 1, 1997 through and including March 31, 1997 ($1,000,000) January 1, 1997 through and including June 30, 1997 ($350,000) January 1, 1997 through and including September 30, 1997 $150,000 January 1, 1997 through and including December 31, 1997 ($1,500,000) January 1, 1998 through and including March 31, 1998 ($1,150,000) January 1, 1998 through and including June 30, 1998 ($500,000) January 1, 1998 through and including September 30, 1998 $0 January 1, 1998 through and including December 31, 1998 ($150,000) January 1, 1999 through and including March 31, 1999 ($500,000)" Senior Interest Coverage Ratio. Section 8.3.3 of ) January 1, 1999 through and including June 30, 1999 $0 the Loan and Security Agreement is hereby deleted twelve month period ended on September 30, 1999 and the following is inserted in its stead:last day of each fiscal quarter thereafter $0

Consolidated Net Cash Flow. Achieve Borrower and Guarantors shall achieve Consolidated Net Cash Flow (as defined in the Senior Loan Agreement) for each of the periods listed below equal to or greater than the amount set forth opposite such period: Net Cash Flow Period Amount ------------- ------ ------ January 1, 1996 through and $135,000 including June 30, 1996 $150,000 January 1, 1996 through and $585,000 including September 30, 1996 $650,000 January 1, 1996 through and ($1,650,000) including December 31, 1996 ($1,500,000) January 1, 1997 through and ($1,100,000) including March 31, 1997 ($1,000,000) January 1, 1997 through and ($385,000) including June 30, 1997 ($350,000) January 1, 1997 through and $135,000 including September 30, 1997 $150,000 January 1, 1997 through and ($1,650,000) including December 31, 1997 ($1,500,000) January 1, 1998 through and ($1,265,000) including March 31, 1998 ($1,150,000) January 1, 1998 through and ($550,000) including June 30, 1998 ($500,000) January 1, 1998 through and ($50,000) including September 30, 1998 $0 January 1, 1998 through and ($165,000) including December 31, 1998 ($150,000) January 1, 1999 through and ($550,000) including March 31, 1999 ($500,000)" Senior Interest Coverage Ratio. Section 8.3.3 of the Loan and Security Agreement is hereby deleted and the following is inserted in its stead:1999

Consolidated Net Cash Flow. Achieve Consolidated Net Cash Flow for each of the periods listed below equal to or greater than the amount set forth opposite such period: Net Cash Flow Amount ------------- ------ January 1, 1996 through and including June 30, 1996 $150,000 January 1, 1996 through and including September 30, 1996 $650,000 January 1, 1996 through and including December 31, 1996 ($1,500,000) 500,000 January 1, 1997 through and including March 31, 1997 ($1,000,000500,000) January 1, 1997 through and including June 30, 1997 ($350,000) 150,000 January 1, 1997 through and including September 30, 1997 $150,000 650,000 January 1, 1997 through and including December 31, 1997 ($1,500,000) 500,000 January 1, 1998 through and including March 31, 1998 ($1,150,000500,000) January 1, 1998 through and including June 30, 1998 ($500,000) 150,000 January 1, 1998 through and including September 30, 1998 $0 650,000 January 1, 1998 through and including December 31, 1998 ($150,000) 500,000 January 1, 1999 through and including March 31, 1999 ($500,000)" Senior Interest Coverage Ratio. Section 8.3.3 of the Loan and Security Agreement is hereby deleted and the following is inserted in its stead: