Common use of Elimination of Fractional Interests Clause in Contracts

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Stock or the Series C Warrant upon the exercise of the Series C Warrant. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common Stock. If one or more Series C Warrant shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Stock which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise of the Series C Warrant so presented. If any fraction of a share of Common Stock would, except for the provisions provided herein, be issuable on the exercise of any Series C Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX"), or is traded on the NSM, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant on whichever of such exchanges or NSM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the closing price (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant as quoted or reported on Nasdaq; or (3) If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C Warrant; or (5) If the Common Stock as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- --------------------------------------- required to issue fractional shares of Common Stock or the Series C B Warrant upon the exercise of the Series C B Warrant. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common Stock. If one or more Series C B Warrant shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Stock which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise of the Series C B Warrant so presented. If any fraction of a share of Common Stock would, except for the provisions provided herein, be issuable on the exercise of any Series C B Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX"), or is traded on the NSM, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C B Warrant on whichever of such exchanges or NSM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the closing price (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C B Warrant as quoted or reported on Nasdaq; or (3) If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C B Warrant on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C B Warrant; or (5) If the Common Stock as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Stock or the Series C Series__ Warrant upon the exercise of the Series C Series__ Warrant. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common Stock. If one or more Series C Series__ Warrant shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Stock which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise of the Series C Series__ Warrant so presented. If any fraction of a share of Common Stock would, except for the provisions provided herein, be issuable on the exercise of any Series C Series__ Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX"), or is traded on the NSM, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Series__ Warrant on whichever of such exchanges or NSM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the closing price (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Series__ Warrant as quoted or reported on Nasdaq; or (3) If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Series__ Warrant on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C Series__ Warrant; or (5) If the Common Stock as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Stock or the Series C Warrant Underlying Warrants upon the exercise of the Series C WarrantWarrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common StockStock and/or Underlying Warrants. If one or more Series C Warrant Warrants shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Stock or Underlying Warrants which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock and/or Underlying Warrants purchasable on exercise of the Series C Warrant Warrants so presented. If any fraction of a share of Common Stock or Underlying Warrants would, except for the provisions provided herein, be issuable on the exercise of any Series C Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common StockStock or Underlying Warrants, determined as follows: (1) If the Common Stock or Underlying Warrant, as the case may be, is listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX"), or is traded on the NSMNNM, the current market value of a share of Common Stock or Underlying Warrant, as the case may be, shall be the closing sale price of the Common Stock or the Underlying Warrant, as the case may be, at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Warrants on whichever of such exchanges or NSM NNM had the highest average daily trading volume for the Common Stock or the Underlying Warrant, as the case may be, on such day; or (2) If the Common Stock or the Underlying Warrant, as the case may be, is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSMNNM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock or the Underlying Warrant, as the case may be, shall be the average of the representative closing price bid and asked prices (or the last sale price, if then reported by Nasdaq) of the Common Stock or the Underlying Warrant, as the case may be, at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock or the Underlying Warrant, as the case may be, is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM NNM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock or Underlying Warrant, as the case may be, shall be the closing sale price of the Common Stock or the Underlying Warrant, as the case may be, at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock or the Underlying Warrant, as the case may be, on such day; or (4) If the Common Stock or the Underlying Warrant, as the case may be, is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM NNM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock or the Underlying Warrant, as the case may be, shall be the average of the last reported bid and asked prices of the Common Stock or the Underlying Warrant, as the case may be, reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C WarrantWarrants; or (5) If the Common Stock or the Underlying Warrant, as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM NNM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock or the Underlying Warrant, as the case may be, are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock or the Underlying Warrant, as the case may be, shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Stock or the Series C Warrant Underlying Warrants upon the exercise of the Series C WarrantWarrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common StockStock and Underlying Warrants. If one or more Series C Warrant Warrants shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Stock or Underlying Warrants which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock and Underlying Warrants purchasable on exercise of the Series C Warrant Warrants so presented. If any fraction of a share of Common Stock or Underlying Warrants would, except for the provisions provided herein, be issuable on the exercise of any Series C Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common StockStock or Underlying Warrants, determined as follows: (1) If the Common Stock or Underlying Warrant, as the case may be, is listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the 20 American Stock Exchange ("AMEX"), or is traded on the NSMNNM, the current market value of a share of Common Stock or Underlying Warrant, as the case may be, shall be the closing sale price of the Common Stock or the Underlying Warrant, as the case may be, at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Warrants on whichever of such exchanges or NSM NNM had the highest average daily trading volume for the Common Stock or the Underlying Warrant, as the case may be, on such day; or (2) If the Common Stock or the Underlying Warrant, as the case may be, is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSMNNM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock or the Underlying Warrant, as the case may be, shall be the closing price (or the last sale price, if then reported by Nasdaq) of the Common Stock or the Underlying Warrant, as the case may be, at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock or the Underlying Warrant, as the case may be, is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM NNM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock or Underlying Warrant, as the case may be, shall be the closing price of the Common Stock or the Underlying Warrant, as the case may be, at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock or the Underlying Warrant, as the case may be, on such day; or (4) If the Common Stock or the Underlying Warrant, as the case may be, is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM NNM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock or the Underlying Warrant, as the case may be, shall be the average of the last reported bid and asked prices of the Common Stock or the Underlying Warrant, as the case may be, reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C WarrantWarrants; or (5) If the Common Stock or the Underlying Warrant, as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM NNM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock or the Underlying Warrant, as the case may be, are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock or the Underlying Warrant, as the case may be, shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Stock or the Series C Warrant Underlying Warrants upon the exercise of the Series C WarrantWarrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common StockStock and Underlying Warrants. If one or more Series C Warrant Warrants shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Stock or Underlying Warrants which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise of the Series C Warrant so presented. If any fraction of a share of Common Stock would, except for the provisions provided herein, be issuable on the exercise of any Series C Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows:exercise (1) If the Common Stock or Underlying Warrant, as the case may be, is listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX"), or is traded on the NSMNNM, the current market value of a share of Common Stock or Underlying Warrant, as the case may be, shall be the closing sale price of the Common Stock or the Underlying Warrant, as the case may be, at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Warrants on whichever of such exchanges or NSM NNM had the highest average daily trading volume for the Common Stock or the Underlying Warrant, as the case may be, on such day; or or (2) If the Common Stock or the Underlying Warrant, as the case may be, is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSMNNM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock or the Underlying Warrant, as the case may be, shall be the closing price (or the last sale price, if then reported by Nasdaq) of the Common Stock or the Underlying Warrant, as the case may be, at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Warrants as quoted or reported on Nasdaq; or (3) If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C Warrant; or (5) If the Common Stock as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.; or

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Stock or the Series C Warrant upon the exercise of the Series C WarrantUnderwriters Warrants. Underwriters Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common Stock. If one or more Series C Warrant Underwriters Warrants shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Stock which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise of the Series C Warrant Underwriters Warrants so presented. If any fraction of a share of Common Stock would, except for the provisions provided herein, be issuable on the exercise of any Series C Underwriters Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common StockSt ck, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") NYSE or the American Stock Exchange ("AMEX"), or is traded on the NSMNNM, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Underwriters Warrants on whichever of such exchanges or NSM NNM had the highest average daily trading volume for the Common Stock on such day; or or (2) If the Common Stock is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSMNNM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the average of the Underwriter closing price bid and asked prices (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Underwriters Warrants as quoted or reported on Nasdaq, as the case may be; or or (3) If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM NNM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Underwriters Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM NNM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C WarrantUnderwriters Warrants; or or (5) If the Common Stock as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM NNM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Stock or the Series C Warrant upon the exercise of the Series C WarrantWarrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common Stock. If one or more Series C Warrant Warrants shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Stock which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise of the Series C Warrant Warrants so presented. If any fraction of a share of Common Stock would, except for the provisions provided herein, be issuable on the exercise of any Series C Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1a) If the Common Stock is listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") NYSE or the American Stock Exchange ("AMEX"), or is traded on the NSMNNM, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Warrants on whichever of such exchanges or NSM NNM had the highest average daily trading volume for the Common Stock on such day; or (2b) If the Common Stock is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSMNNM, but is quoted or reported on NasdaqNASDAQ, the current market value of a share of Common Stock shall be the average of the representative closing price bid and asked prices (or the last sale price, if then reported by NasdaqNASDAQ) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Warrants as quoted or reported on NasdaqNASDAQ, as the case may be; or (3c) If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM NNM or quoted or reported on NasdaqNASDAQ, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4d) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM NNM or quoted or reported on NasdaqNASDAQ, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C WarrantWarrants; or (5e) If the Common Stock as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM NNM or quoted or reported on NasdaqNASDAQ, and bid and asked prices of the Common Stock are is not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Preferred Stock or the Series C Warrant upon the exercise of the Series C WarrantUnderwriter's Warrants. Underwriter's Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common Preferred Stock. If one or more Series C Warrant Underwriter's Warrants shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Preferred Stock which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Preferred Stock purchasable on exercise of the Series C Warrant Underwriter's Warrants so presented. If any fraction of a share of Common Preferred Stock would, except for the provisions provided herein, be issuable on the exercise of any Series C Underwriter's Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Preferred Stock, determined as follows: (1) If the Common Preferred Stock is listed, listed or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") NYSE or the American Stock Exchange ("AMEX"), or is traded on the NSMNNM, the current market value of a share of Common Preferred Stock shall be the closing sale price of the Common Preferred Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Underwriter's Warrants on whichever of such exchanges or NSM NNM had the highest average daily trading volume for the Common Preferred Stock on such day; or (2) If the Common Preferred Stock is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSMNNM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock Preferred Stock, shall be the average of the Underwriter closing price bid and asked prices (or the last sale price, if then reported by Nasdaq) of the Common Preferred Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Underwriter's Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Preferred Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM NNM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Preferred Stock shall be the closing sale price of the Common Preferred Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Underwriter's Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Preferred Stock on such day; or (4) If the Common Preferred Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM NNM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Preferred Stock shall be the average of the last reported bid and asked prices of the Common Preferred Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C WarrantUnderwriter's Warrants; or (5) If the Common Preferred Stock as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM NNM or quoted or reported on Nasdaq, and bid and asked prices of the Common Preferred Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Preferred Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Stock or the Series C A Warrant upon the exercise of the Series C A Warrant. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common Stock. If one or more Series C A Warrant shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Stock which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise of the Series C A Warrant so presented. If any fraction of a share of Common Stock would, except for the provisions provided herein, be issuable on the exercise of any Series C A Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX"), or is traded on the NSM, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C A Warrant on whichever of such exchanges or NSM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the closing price (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C A Warrant as quoted or reported on Nasdaq; or (3) If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C A Warrant on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. OTC Bulletin Board on the last business day prior to the date of exercise of the Series C A Warrant; or (5) If the Common Stock as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the OTC Bulletin Board or National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Stock or the Series C B Warrant upon the exercise of the Series C B Warrant. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common Stock. If one or more Series C B Warrant shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Stock which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise of the Series C B Warrant so presented. If any fraction of a share of Common Stock would, except for the provisions provided herein, be issuable on the exercise of any Series C B Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX"), or is traded on the NSM, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C B Warrant on whichever of such exchanges or NSM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the closing price (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C B Warrant as quoted or reported on Nasdaq; or (3) If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C B Warrant on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. OTC Bulletin Board on the last business day prior to the date of exercise of the Series C B Warrant; or (5) If the Common Stock as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the OTC Bulletin Board or National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Preferred Stock or the Series C Warrant upon the exercise of the Series C WarrantRepresentatives' Warrants. Representatives' Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common Preferred Stock. If one or more Series C Warrant Representatives' Warrants shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Preferred Stock which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Preferred Stock purchasable on exercise of the Series C Warrant Representatives' Warrants so presented. If any fraction of a share of Common Preferred Stock would, except for the provisions provided herein, be issuable on the exercise of any Series C Representatives' Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Preferred Stock, determined as follows: (1) If the Common Preferred Stock is listed, listed or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") NYSE or the American Stock Exchange ("AMEX"), or is traded on the NSMNNM, the current market value of a share of Common Preferred Stock shall be the closing sale price of the Common Preferred Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Representatives' Warrants on whichever of such exchanges or NSM NNM had the highest average daily trading volume for the Common Preferred Stock on such day; or (2) If the Common Preferred Stock is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSMNNM, but is quoted or reported on the Nasdaq, the current market value of a share of Common Stock shall be the closing price (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant as quoted or reported on Nasdaq; or (3) If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C Warrant; or (5) If the Common Stock as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Stock or the Series C Warrant Underlying Warrants upon the exercise of the Series C WarrantUnderwriter's Warrants. Underwriter's Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common StockStock and/or Underlying Warrants. If one or more Series C Warrant Underwriter's Warrants shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Stock or Underlying Underwriter's Warrants which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock and/or Underlying Warrants purchasable on exercise of the Series C Warrant Underwriter's Warrants so presented. If any fraction of a share of Common Stock or Underlying Warrants would, except for the provisions provided herein, be issuable on the exercise of any Series C Underwriter's Warrant (or specified portion thereofther eof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common StockStock or Underlying Warrants, determined as follows: (1) If the Common Stock or Underlying Warrant, as the case may be, is listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") NYSE or the American Stock Exchange ("AMEX"), or is traded on the NSMNNM, the current market value of a share of Common Stock or Underlying Warrant, as the case may be, shall be the closing sale price of the Common Stock or the Underlying Warrant, as the case may be, at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Underwriter's Warrants on whichever of such exchanges or NSM NNM had the highest average daily trading volume for the Common Stock or the Underlying Warrant, as the case may be, on such day; or (2) If the Common Stock or the Underlying Warrant, as the case may be, is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSMNNM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock or the Underlying Warrant, as the case may be, shall be the average of the Underwriter closing price bid and asked prices (or the last sale price, if then reported by Nasdaq) of the Common Stock or the Underlying Warrant, as the case may be, at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Underwriter's Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock or the Underlying Warrant, as the case may be, is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM NNM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock or Underlying Warrant, as the case may be, shall be the closing sale price of the Common Stock or the Underlying Warrant, as the case may be, at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Underwriter's Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock or the Underlying Warrant, as the case may be, on such day; or (4) If the Common Stock or the Underlying Warrant, as the case may be, is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM NNM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock or the Underlying Warrant, as the case may be, shall be the average of the last reported bid and asked prices of the Common Stock or the Underlying Warrant, as the case may be, reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C WarrantUnderwriter's Warrants; or (5) If the Common Stock or the Underlying Warrant, as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM NNM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock or the Underlying Warrant, as the case may be, are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock or the Underlying Warrant, as the case may be, shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Preferred Stock or the Series C Warrant upon the exercise of the Series C WarrantRepresentatives' Warrants. Representatives' Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common Preferred Stock. If one or more Series C Warrant Representatives' Warrants shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Preferred Stock which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Preferred Stock purchasable on exercise of the Series C Warrant Representatives' Warrants so presented. If any fraction of a share of Common Preferred Stock would, except for the provisions provided herein, be issuable on the exercise of any Series C Representatives' Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Preferred Stock, determined as follows: (1) If the Common Preferred Stock is listed, listed or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") NYSE or the American Stock Exchange ("AMEX"), or is traded on the NSMNNM, the current market value of a share of Common Preferred Stock shall be the closing sale price of the Common Preferred Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Representatives' Warrants on whichever of such exchanges or NSM NNM had the highest average daily trading volume for the Common Preferred Stock on such day; or (2) If the Common Preferred Stock is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSMNNM, but is quoted or reported on Nasdaq, the current market value of a share of Common Preferred Stock shall be the average of the closing price bid and asked prices (or the last sale price, if then reported by Nasdaq) of the Common Preferred Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Representatives' Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Preferred Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM NNM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Preferred Stock shall be the closing sale price of the Common Preferred Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C Warrant Representatives' Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Preferred Stock on such day; or (4) If the Common Preferred Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM NNM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Preferred Stock shall be the average of the last reported bid and asked prices of the Common Preferred Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C WarrantRepresentatives' Warrants; or (5) If the Common Preferred Stock as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM NNM or quoted or reported on Nasdaq, and bid and asked prices of the Common Preferred Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Preferred Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Stock or the Series C D Warrant upon the exercise of the Series C D Warrant. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common Stock. If one or more Series C D Warrant shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Stock which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise of the Series C D Warrant so presented. If any fraction of a share of Common Stock would, except for the provisions provided herein, be issuable on the exercise of any Series C D Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX"), or is traded on the NSM, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C D Warrant on whichever of such exchanges or NSM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the closing price (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C D Warrant as quoted or reported on Nasdaq; or (3) If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C D Warrant on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C D Warrant; or (5) If the Common Stock as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Stock or the Series C E Warrant upon the exercise of the Series C E Warrant. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common Stock. If one or more Series C E Warrant shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Stock which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise of the Series C E Warrant so presented. If any fraction of a share of Common Stock would, except for the provisions provided herein, be issuable on the exercise of any Series C E Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX"), or is traded on the NSM, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C E Warrant on whichever of such exchanges or NSM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the closing price (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C E Warrant as quoted or reported on Nasdaq; or (3) If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C E Warrant on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C E Warrant; or (5) If the Common Stock as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.

Elimination of Fractional Interests. The Company shall not be -------------------------------------- required to issue fractional shares of Common Stock or the Series C A Warrant upon the exercise of the Series C A Warrant. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares of Common Stock. If one or more Series C A Warrant shall be presented for exercise in full at the same time by the same Holder, the number of whole shares of Common Stock which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise of the Series C A Warrant so presented. If any fraction of a share of Common Stock would, except for the provisions provided herein, be issuable on the exercise of any Series C A Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX"), or is traded on the NSM, the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C A Warrant on whichever of such exchanges or NSM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges, on either the NYSE or the AMEX and is not traded on NSM, but is quoted or reported on Nasdaq, the current market value of a share of Common Stock shall be the closing price (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C A Warrant as quoted or reported on Nasdaq; or (3) If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or another national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the closing price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series C A Warrant on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Series C A Warrant; or (5) If the Common Stock as the case may be, is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally acceptable accounting principles, consistently applied.