END OF SEVEN FISCAL QUARTERS. If, on or as of the end of the seven (7) fiscal quarters of the Corporation ending December 31, 1999, the Corporation's (a) total cumulative revenues ("TOTAL REVENUES") are less than $54,000,000 and/or (b) total cumulative product revenues (which, for this purpose, shall be deemed to mean only those revenues derived from sales by the Corporation of non-customized products (as distinct from services) as to which the Corporation is not a reseller and which the buyer has not purchased for inventory) ("TOTAL PRODUCT REVENUES") are less than $20,500,000 and/or (c) total cumulative EBIT (as defined below) is less than $4,500,000, then the Applicable Conversion Value that would otherwise be in effect with respect to the Warrant Shares shall automatically and without further action be adjusted to a per share amount that shall be equal to the quotient obtained by DIVIDING (i) the applicable Assumed Corporation Value (as determined below) BY (ii) 14,085,848 (i.e., the total number of shares of Common Stock outstanding (on a fully-diluted basis) as of the date of issuance of the Series D Preferred Stock pursuant to the Series D Purchase Agreement immediately prior to the issuance of the shares of Series D Preferred Stock (it being understood that if the quotient obtained pursuant to the preceding formula is greater than the Applicable Conversion Value in effect immediately prior to such adjustment, then no such adjustment shall be made pursuant to this Section 4.3(a), which number shall automatically and without further action be reduced to 13,525,100 upon the termination or expiration of the SOFTBANK Warrant by its terms and provided that the holder thereof has not exercised any portion of such SOFTBANK Warrant. The "ASSUMED CORPORATION VALUE" shall be equal to the weighted average of the Pre-Money Values set forth in the far left-hand column of the table below that correspond to each of the Total Revenues, Total Product Revenues and EBIT as set forth on the table below, with the Pre-Money Value that corresponds to Total Revenues being weighted at 50% and the Pre-Money Values that correspond to each of Total Product Revenues and EBIT being weighted each at 25%. Notwithstanding the foregoing or anything to the contrary contained herein, the Assumed Corporation Value shall be not less than $17,000,000 and not greater than $43,000,000. Each of the values in the table below are deemed to be further sub-divided into increments as follows (in order to determine the corres...
