Common use of Future Financings Clause in Contracts

Future Financings. From the date hereof until 90 days after ----------------- the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall (a) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.9 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the contrary herein, this Section 4.9 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital, or (e) the lending or borrowing of money between or among the Company and its direct or indirect subsidiaries (including, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the shares of Common Stock so issued are valued at or above the then market price, or (i) any transaction involving the issuance of shares of Common Stock or warrants to acquire Common Stock if in connection with the settlement of bona fide litigation and if the shares so issued are valued at or above the then market price and if the options, if any, have an exercise price at or above the then market price.

Future Financings. From the date hereof until 90 days after ----------------- the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall Except for (ai) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.9 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale issuance of the Underlying Shares. Notwithstanding anything ; (ii) shares of Common Stock deemed to the contrary herein, this Section 4.9 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting of options to employees, officers and directors of have been issued by the Company pursuant to in connection with any stock option plan duly adopted which has been approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant prior to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been amended since the date hereof, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (diii) acquisitions or strategic investments, the primary purpose of which is not to raise capital, or (e) the lending or borrowing of money between or among the Company and its direct or indirect subsidiaries (including, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the shares of Common Stock so issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; (iv) the securities to be issued are valued at or above in the then market pricetransactions set forth on such Schedule 2.1(c); (v) an Underwritten Offering (as defined in the Registration Rights Agreement) occurring before December 31, 2000; or (ivi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any transaction involving portion thereof) from another Person, if the issuance of Company agrees to issue shares of Common Stock or warrants to acquire other securities convertible into or exchangeable or exercisable for Common Stock if in connection (the "New Security") while any shares of Preferred Stock are outstanding at (a) an effective price per share which is less or may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the settlement market price of bona fide litigation and if the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the shares so issued are valued at of Preferred Stock as of the date thereof or above (b) an effective price per share greater than the then market Conversion Price but less than the Average Price (as defined in the Certificate of Designation) on the date of such issuance or sale (either of (a) or (b) a "Future Financing"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Future Financing containing in reasonable detail (i) the proposed terms of the Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Future Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto (the "Future Financing Notice"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right (based on the purchase price and if of the options, if any, have an exercise shares of Preferred Stock held by such Purchaser relative to the aggregate purchase price at or above the then market price.of shares of

Future Financings. From the date hereof until 90 days after ----------------- the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall a. Except for (ai) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.9 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale issuance of the Underlying Shares. Notwithstanding anything ; (ii) shares of Common Stock deemed to the contrary herein, this Section 4.9 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting of options to employees, officers and directors of have been issued by the Company pursuant to in connection with any stock option plan duly adopted which has been approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant prior to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been amended since the date hereof, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (diii) acquisitions or strategic investments, the primary purpose of which is not to raise capital, or (e) the lending or borrowing of money between or among the Company and its direct or indirect subsidiaries (including, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the shares of Common Stock so issued are valued at issuable upon the exercise of any options or above warrants outstanding on the then market price, date hereof and listed in Schedule 2.1(c) hereto; or (iiv) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any transaction involving portion thereof) from another Person, if the issuance of Company agrees to issue shares of Common Stock or warrants to acquire other securities convertible into or exchangeable or exercisable for Common Stock if in connection (the "New Security") while any Securities are outstanding at (a) an effective price per share which is less or may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the settlement market price of bona fide litigation the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the Securities as of the date thereof or (b) an effective price per share greater than the Conversion Price but less than the Average Per Share Market Value (as defined in the Certificate of Designation) on the date of such issuance or sale (either of (a) or (b) a "Future Financing"), the Company shall provide to the Purchaser by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Future Financing containing in reasonable detail (i) the proposed terms of the Future Financing, (ii) the amount of the proceeds that will be raised and if (iii) the shares so issued are Person with whom such Future Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto (the "Future Financing Notice"). Upon receiving the Future Financing Notice, the Purchaser shall have the right to purchase, on the same terms as the Future Financing, an amount of New Securities having a purchase price which shall not exceed the sum of the then outstanding principal amount of the Purchaser's Securities (valued at the greater of the Conversion Price or above the then market price Average Per Share Market Price (as such terms are defined in the Certificate of Designation) on the date of the Future Financing Notice). In the event the Purchaser desires to exercise the right granted under this Section 3.9, the Purchaser must notify the Company on or prior to the fifth (5th) Trading Day after the Purchaser has received the Future Financing Notice. In the event the terms and if conditions of a proposed Future Financing are amended in any respect after delivery of the optionsFuture Financing Notice but prior to the closing of the proposed Future Financing to which such Future Financing Notice relates, if any, the Company shall deliver a new notice to the Purchaser describing the amended terms and conditions of the proposed Future Financing and the Purchaser thereafter shall have an exercise option during the five (5) Trading Days period following delivery of such new notice to purchase New Securities being offered on the same terms as contemplated by such proposed Future Financing, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Financing. If the Purchaser desires to purchase additional shares of Common Stock, it must notify the Company of its intention to do so within five (5) Trading Days after the Company has informed the Purchaser of its right to purchase additional shares of Common Stock. Within five (5) Trading Days of the termination of the final notice period, the transactions contemplated by this Section 3.9 shall close, subject to the completion of mutually satisfactory documentation, and the Company shall tender to the Purchaser certificates representing the New Securities that it agreed to purchase and the Purchaser shall make payment for the entire purchase price in immediately available funds at the closing of such sale. "Trading Day" shall mean a day on which the Nasdaq (or above in the then event the Common Stock is not traded on Nasdaq, such other securities market priceon which the Common Stock is listed) is open for trading.

Future Financings. From Except for (i) issuance of the Underlying Shares; (ii) the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof until 90 days after ----------------- and listed on Schedule 2(c); (iii) the Effective Dategrant of additional options or warrants, other than as contemplated by this Agreementor the issuance of additional securities, neither under any Company stock or compensation plan pursuant to which Common Stock may be issued to any employee, officer, director or consultant of the Company nor any Subsidiary shall which is either (a) incur, issue, create, guarantee, assume or otherwise become liable on account approved by the stockholders of any indebtedness other than with a federally regulated financial institution the Company or (b) increase any amounts owing or to approved by the compensation committee of the Company's Board of Directors for legitimate compensation purposes which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.9 shall be extended provides for the number purchase of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Marketat a purchase price of no less than 85% of the market price of the Common Stock on the date of issuance of such option, warrant, or other security; (ziv) following the Effective Date, the Registration Statement is not effective shares of Common Stock issued or the prospectus included deemed to have been issued in the Registration Statement may not be used a Strategic Venture (as defined below); (v) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the contrary herein, this Section 4.9 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purposedivision, assets or business (bor stock constituting any portion thereof) the exercise of a Debenture or any other security issued from another person; (vi) securities sold by the Company in connection with the offer and sale of this Company's securities a firm commitment underwritten public offering excluding a continuous offering pursuant to this Agreement, or Rule 415 under the Securities Act; (cvii) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital, or (e) the lending or borrowing of money between or among the Company and its direct or indirect subsidiaries (including, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock pursuant to satisfy a bona fide payable if less than $100,000 and if an equity line of credit arrangement (an "EQUITY LINE"); provided that the shares Company does not exercise its option to make draw downs under the Equity Line until at least thirty (30) days following the effectiveness of the Registration Statement (as defined herein); or (viii) the issuance by any Subsidiary of its capital stock or securities convertible into its capital stock ("Subsidiary Securities"); provided that the Subsidiary Securities are not convertible into, or otherwise exchangeable for, Common Stock, the Company will not, without the prior written consent of Rose Xxxx, xxgotiate or contract with any party to obtain additional equity financing (including debt financing with an equity component) that involves (A) the issuance of Common Stock so (whether upon conversion or exercise of a security convertible into or exercisable for Common Stock ("CONVERTIBLE SECURITIES") or otherwise) at a discount to the market price of the Common Stock on the date of issuance thereof or, in the case of Convertible Securities, the date of issuance of such Convertible Securities (in each case taking into account the value of any warrants or options to acquire Common Stock issued are valued at in connection therewith) or above where the then market price, issuance price of such Common Stock is subject to reduction in the future or (iB) any transaction involving the issuance of Convertible Securities that are convertible into an indeterminate number of shares of Common Stock or warrants to acquire where the issuance price of the Common Stock if upon conversion or exercise of such Convertible Securities (including, based upon any conversion, exchange or reset formula) changes at any time after the date of issuance of such Convertible Securities, during the period (the "LOCK-UP PERIOD") beginning on the Closing Date and ending one hundred eighty (180) days from the date the Registration Statement (as defined in connection the Registration Rights Agreement) is declared effective (plus any days after the Registration Statement is initially declared effective in which sales cannot be made thereunder). In addition, subject to the exceptions described in clauses (i) through (vii) of the first sentence of this Section 3.9, the Company will not conduct any equity financing (including debt with an equity component) ("FUTURE OFFERINGS") during the settlement period beginning on the Closing Date and ending one hundred eighty-five (185) days after the end of bona fide litigation and if the shares so issued are valued at or above Lock-up Period (plus any days after the then market price and if Registration Statement is initially declared effective in which sales cannot be made thereunder) unless it shall have first delivered to Rose Xxxx, xx least fifteen (15) business days prior to the optionsclosing of such Future Offering, if any, have an exercise price at or above the then market price.written notice

Future Financings. From a. As long as shares of the date hereof until 90 days after ----------------- the Effective DatePreferred Stock are outstanding, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall except for (ai) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.9 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale issuance of the Underlying Shares. Notwithstanding anything ; (ii) shares of Common Stock deemed to the contrary herein, this Section 4.9 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security have been issued by the Company in connection with any plan which has been approved by the offer and sale Board of this Directors of the Company, pursuant to which the Company's securities pursuant may be issued to this Agreementany employee, officer, director or consultant of the Company; (ciii) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital, or (e) the lending or borrowing of money between or among the Company and its direct or indirect subsidiaries (including, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the shares of Common Stock so issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; (iv) the securities to be issued are valued at in the transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; (vi) shares of Common Stock issued or above deemed to have been issued as consideration for an acquisition by the then market priceCompany of a division, assets or business (or stock constituting any portion thereof) from another Person or (ivii) any transaction involving shares of Common Stock issued upon conversion of the issuance of Series A Preferred Stock (collectively, the "Excluded Security"), if the Company agrees to issue shares of Common Stock or warrants to acquire other securities convertible into or exchangeable or exercisable for Common Stock if in connection (the "New Security") while any shares of Preferred Stock are outstanding at an effective price per share which is less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the settlement market price of bona fide litigation and if the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the shares so issued are valued at of Preferred Stock as of the date thereof (a "Down Future Financing"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or above before the then market price third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Down Future Financing containing in reasonable detail (i) the proposed terms of the Down Future Financing, (ii) the amount of the proceeds that will be raised and if (iii) the optionsPerson with whom such Down Future Financing shall be effected, if any, have an exercise price at or above the then market price.and attached to

Future Financings. From the date hereof Closing Date until 90 days after ----------------- the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall (a) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.9 4.13 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the contrary herein, this Section 4.9 4.13 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting or issuance of shares of Common Stock or options (or exercise thereof) to or by employees, officers officers, directors, and directors consultants (provided that in the case of consultants, such issuance of Capital Shares and grants of Capital Share Equivalents does not exceed, in the aggregate, 200,000 Capital Shares or Capital Shares Equivalents convertible into or exchangeable for 200,000 Capital Shares per any 12 month period) of the Company pursuant to any stock option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of a Debenture the Preferred Stock or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreementthe Transaction Documents, or (c) the exercise of or conversion of any Convertible Securities, options or warrants Capital Shares Equivalents issued and outstanding on the Closing Date, provided that such securities have not been amended since the Closing Date in order to reduce the effective exercise price, increase the number of shares issuable or accelerate the date hereofon which such Capital Share Equivalents may be exercised, or (d) acquisitions the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions, strategic investments or strategic investmentspartnering arrangements, the primary purpose of which is not to raise capital, or (e) subsequent exercise of any such Capital Share Equivalents. In addition to the lending or borrowing of money between or among limitations set forth herein, from the Company and its direct or indirect subsidiaries (including, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) Closing Date until such time as the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the shares of Common Stock so issued are valued at or above the then market price, or (i) any transaction involving the issuance of shares of Common Stock or warrants to acquire Common Stock if in connection with the settlement of bona fide litigation and if the shares so issued are valued at or above the then market price and if the options, if any, have an exercise price at or above the then market price.Purchasers no longer hold

Future Financings. From the date hereof Closing Date until 90 days after ----------------- the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall (a) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.9 4.13 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Shares and Underlying Shares. Notwithstanding anything to the contrary herein, this Section 4.9 4.13 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting or issuance of shares of Common Stock or options (or exercise thereof) to or by employees, officers officers, directors, and directors consultants (provided that in the case of consultants, such issuance of Capital Shares and grants of Capital Share Equivalents does not exceed, in the aggregate, 200,000 Capital Shares or Capital Shares Equivalents convertible into or exchangeable for 200,000 Capital Shares per any 12 month period) of the Company pursuant to any stock option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of a Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreementthe Transaction Documents, or (c) the exercise of or conversion of any Convertible Securities, options or warrants Capital Shares Equivalents issued and outstanding on the Closing Date, provided that such securities have not been amended since the Closing Date in order to reduce the effective exercise price, increase the number of shares issuable or accelerate the date hereofon which such Capital Share Equivalents may be exercised, or (d) acquisitions the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions, strategic investments or strategic investmentspartnering arrangements, the primary purpose of which is not to raise capital, or (e) subsequent exercise of any such Capital Share Equivalents. In addition to the lending or borrowing limitations set forth herein, from the Closing Date until such time as the Purchasers no longer hold any of money between or among the Securities, the Company and its direct shall be prohibited from effecting or indirect subsidiaries entering into an agreement to effect any Subsequent Financing (includingas defined in Section 4.14) involving a "Variable Rate Transaction" or an "MFN Transaction" (each as defined below). The term "Variable Rate Transaction" shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries)exchangeable or exercisable for, or include the right to receive additional shares of, Common Stock either (fA) the potential [OMITTED FOR CONFIDENTIALITY]at a conversion, exercise or (g) in connection exchange rate or other price that is based upon and/or varies with the share issuances trading prices of or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if quotations for the shares of Common Stock so issued are valued at any time after the initial issuance of such debt or above the then market priceequity securities, or (iB) any transaction involving with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock. The term "MFN Transaction" shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of Common Stock the Company on terms more favorable than those granted to such investor in such offering. In addition, unless Shareholder Approval has been obtained and deemed effective in accordance with Section 4.5(c), the Company shall not make any issuance whatsoever of Capital Shares or warrants Capital Shares Equivalents which would cause any adjustment of the Set Price (other than pursuant to acquire Common Stock if Section 4(c)(ii) of the Debentures) to the extent the holders of Debentures would not be permitted, pursuant to Section 4(a)(ii)(B) of the Debenture, to convert their respective outstanding Debentures and exercise their respective Warrants in connection with the settlement of bona fide litigation and if the shares so issued are valued at full, ignoring for such purposes any conversion or above the then market price and if the options, if any, have an exercise price at or above the then market pricelimitations therein.

Future Financings. From the date hereof until 90 days after ----------------- the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall Except for (ai) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.9 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale issuance of the Underlying Shares. Notwithstanding anything ; (ii) shares of Common Stock deemed to the contrary herein, this Section 4.9 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting of options to employees, officers and directors of have been issued by the Company pursuant to in connection with any stock option plan duly adopted which has been approved by a majority of the non-employee members of the Board of Directors of the Company prior to the date hereof, pursuant to which the Company's securities may be issued to any employee, officer, director or a majority consultant of the members Company; (iii) shares of a committee of non-employee directors established for such purpose, (b) Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; (iv) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition (including earn-out payments funded with stock, which payments are set forth on SCHEDULE 3.9 hereof) by the Company of a Debenture division, assets or business (or stock constituting any other security portion thereof) from another Person; (v) the issuance of any securities (including, but not limited to, subordinated debt, preferred stock or warrants) to General Electric Capital Corporation or its affiliates (collectively, "GE") in connection with certain financing currently being negotiated by the Company and GE (which negotiation has not been finalized as of the Closing Date); or (vi) securities to be issued by the Company or selling stockholders in connection with a public offering by the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital, or (e) the lending or borrowing of money between or among if the Company and its direct or indirect subsidiaries (including, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing agrees to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the issue shares of Common Stock so issued or other securities convertible into or exchangeable or exercisable for Common Stock (the "NEW SECURITY") while any Securities are valued outstanding at (a) an effective price per share which is less or above may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the then market priceprice of the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the Securities as of the date thereof or (b) an effective price per share greater than the Conversion Price but less than the Average Price (as defined in the Certificate of Designation) on the date of such issuance or sale (either of (a) or (b) a "FUTURE FINANCING"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Future Financing containing in reasonable detail (i) any transaction involving the issuance proposed terms of the Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Future Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto (the "FUTURE FINANCING NOTICE"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right (based on the principal amount of the Securities held by such Purchaser relative to the aggregate principal amount of Securities outstanding) to purchase, on the same terms as the Future Financing, an amount of New Securities having a purchase price which shall not exceed the sum of (i) the number of shares of Common Stock or warrants to acquire issuable upon conversion of the Security (ii) the number of shares of Common Stock if which is the product of the Exercise Price (as defined in connection with the settlement Warrants) multiplied by that number of bona fide litigation shares of Common Stock underlying the outstanding Warrants. In the event a Purchaser desires to exercise the right granted under this Section 3.9, such Purchaser must notify the Company on or prior to the fifth (5th)Trading Day after such Purchaser has received the Future Financing Notice. In the event the terms and if conditions of a proposed Future Financing are amended in any respect after delivery of the shares so issued are valued at Future Financing Notice but prior to the closing of the proposed Future Financing to which such Future Financing Notice relates, the Company shall deliver a new notice to each Purchaser describing the amended terms and conditions of the proposed Future Financing and each Purchaser thereafter shall have an option during the five (5) Trading Days period following delivery of such new notice to purchase its pro rata share (based on the Purchaser's percentage of the principal amount of the outstanding Securities such Purchaser owns) of the New Securities being offered on the same terms as contemplated by such proposed Future Financing, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Financing. In the event one or above more Purchasers elects not to exercise its rights granted hereby, the Company shall permit those Purchasers electing to exercise the right granted under this Section 3.9 to purchase, on a pro rata basis equal to its percentage ownership of the then market price and if outstanding principal amount of the optionsSecurities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if any, have an exercise price at or above the then market price.they had exercised their right hereunder. Those Purchasers desiring to

Future Financings. From the date hereof until 90 days after ----------------- the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall (a) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.9 shall be extended Except for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the contrary herein, this Section 4.9 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting of options to employees, officers and directors issuance of the Company pursuant to any stock option plan duly adopted by a majority of Warrant Shares and the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purposeConversion Shares, (b) the exercise shares of a Debenture or any other security Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the offer and sale Board of this Directors of the Company, pursuant to which the Company's securities pursuant may be issued to this Agreementany employee, officer, director or consultant of the Company, (c) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital, or (e) the lending or borrowing of money between or among the Company and its direct or indirect subsidiaries (including, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the shares of Common Stock so issuable upon the exercise of any options or warrants outstanding on the date hereof and listed on Schedule 2.1(c) hereto, (d) shares of Common Stock issued are valued at in connection with strategic transactions between the Company and another Person, including without limitation, joint ventures, marketing or above distribution arrangements or technology transfer or development arrangements, (e) shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock issued in an offering registered under the then market priceSecurities Act and (f) shares of Common Stock issuable upon conversion or exercise of any other security issued in an offering in which the Purchaser previously had the right to participate under this Section 3.8, if the Company agrees to issue for cash shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "New Security") while the Note is outstanding (either of (i) any transaction involving or (ii), a "Future Financing"), the issuance Company shall provide to the Purchaser notice (the "Future Financing Notice") of the Future Financing which describes in reasonable detail (i) the proposed terms of the Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Future Financing shall be effected. Upon receiving the Future Financing Notice, the Purchaser shall have the right, by notice to the Company within ten days of its receipt of the Future Financing Notice, to purchase, on the same terms as the Future Financing, up to an amount of New Securities which equals the proportion that the number of shares of Common Stock owned beneficially by the Purchaser (assuming for this purpose the exercise and conversion in full of all securities and instruments exercisable or warrants convertible into shares of Common Stock, including without limitation, the Warrants (to acquire the extent then exercisable) and the Note) immediately prior to this completion of the Future Financing bears to the total number of shares of Common Stock if owned beneficially by all Persons (assuming for this purpose the exercise and conversion in connection with full of all securities and instruments exercisable for or convertible into shares of Common Stock) immediately prior to completion of the settlement of bona fide litigation and if the shares so issued are valued at or above the then market price and if the options, if any, have an exercise price at or above the then market priceFuture Financing.

Future Financings. From Until the earlier to occur of (i) the date hereof until 90 days after ----------------- that the Effective Date, other Purchasers (collectively) own less than as contemplated by this Agreement, neither 850,000 shares of the Company nor any Subsidiary shall Company's Common Stock (aor shares exercisable or exchangeable for or convertible into shares of the Company's Common Stock) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (bii) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contraryAugust 24, the 90 day period set forth in this Section 4.9 shall be extended 2001, and except for the number issuance of Trading Days during such period in which (yi) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything , (ii) shares of Common Stock deemed to the contrary herein, this Section 4.9 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting of options to employees, officers and directors of have been issued by the Company pursuant in connection with any plan (as such plan may be amended from time to any stock option plan duly adopted time) which has been approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant prior to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been amended since the date hereof, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company, (diii) acquisitions or strategic investments, the primary purpose of which is not to raise capital, or (e) the lending or borrowing of money between or among the Company and its direct or indirect subsidiaries (including, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the shares of Common Stock so issuable upon the exercise of any options, warrants, convertible securities or debentures outstanding on the date hereof and included in SCHEDULE 2.1(C) hereto, (iv) shares of Common Stock issued are valued at or above deemed to have been issued as consideration for an acquisition by the then market priceCompany of a division, assets or business (or stock constituting any portion thereof) from another Person, or (iv) any transaction involving the issuance of shares of Common Stock or warrants to acquire other securities convertible into or exchangeable or exercisable for Common Stock issued in an offering registered under the Securities Act, if in connection the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "NEW Security") while any Shares are outstanding at an effective price per share which is less or may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the settlement of bona fide litigation and if the shares so issued are valued at or above the then market price of the Common Stock) than $4.50 (a "FUTURE FINANCING"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) business day after the decision to issue the New Security has been made, written notice of the Future Financing containing in reasonable detail (i) the proposed terms of the Future Financing, (ii) the amount of the proceeds that will be raised and if (iii) the optionsPerson with whom such Future Financing shall be effected, if anyand attached to which shall be a term sheet or similar document relating thereto (the "FUTURE FINANCING NOTICE"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right (based on the number of Shares then held by such Purchaser relative to the number of Shares issued pursuant to this Agreement) to purchase, on the same terms and conditions as the Future Financing, an amount of New Securities having a per share purchase price equal to the per share purchase price paid in the Future Financing. In the event a Purchaser desires to exercise the right granted under this Section 3.16, such Purchaser must notify the Company on or prior to the fifth (5th) business day after such Purchaser has received the Future Financing Notice. In the event the terms and conditions of a proposed Future Financing are amended in any respect after delivery of the Future Financing Notice but prior to the closing of the proposed Future Financing to which such Future Financing Notice relates, the Company shall deliver a new notice to each Purchaser describing the amended terms and conditions of the proposed Future Financing and each Purchaser thereafter shall have an exercise option during the five (5) business day period following delivery of such new notice to purchase its pro rata share (based on the Purchaser's percentage of the number of Shares then outstanding that such Purchaser owns) of the New Securities being offered on the same terms as contemplated by such proposed Future Financing, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Financing. Those Purchasers desiring to purchase additional shares of Common Stock must notify the Company of their intention to do so within five (5) business days after the Company has informed the Purchasers of their right to purchase additional shares of Common Stock. Within five (5) business days of the termination of the final notice period, the transactions contemplated by this Section 3.16 shall close, subject to the completion of mutually satisfactory documentation, and the Company shall tender to each Purchaser certificates representing the New Securities that it agreed to purchase and the Purchasers shall make payment for the entire purchase price in immediately available funds at or above the then market priceclosing of such sale.

Future Financings. From a. During the ninety (90) days following the date hereof until 90 days after ----------------- of the Effective DateClosing (the “Financing Restriction Period”), other than as contemplated by this Agreement, neither the Company nor shall not issue any Subsidiary shall (a) incurprivately placed discounted, issuevariable priced or re-setting equity or equity-like securities, createincluding debt securities with an equity feature, guarantee, assume except in connection with the Additional Investment or otherwise become liable on account of any indebtedness other than in connection with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein transaction issuing additional securities to the contraryPurchasers. b. After the Financing Restriction Period, except for (i) the 90 day period set forth in this Section 4.9 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale issuance of the Underlying Shares. Notwithstanding anything , (ii) shares of Common Stock deemed to the contrary herein, this Section 4.9 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting of options to employees, officers and directors of have been issued by the Company pursuant to in connection with any stock option plan duly adopted which has been approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant prior to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been amended since the date hereof, pursuant to which the Company’s securities may be issued to any employee, officer, director or consultant of the Company, (diii) acquisitions or strategic investments, the primary purpose of which is not to raise capital, or (e) the lending or borrowing of money between or among the Company and its direct or indirect subsidiaries (including, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the shares of Common Stock so issuable upon the exercise of any options or warrants outstanding on the date hereof and listed on Schedule 2.1(c) (iv) securities to be issued are valued at or above the then market price, in transactions set forth on Schedule 2.1(c) or (iv) any additional securities to be issued in connection with a transaction involving with the issuance of Purchasers, if the Company agrees to issue shares of Common Stock or warrants to acquire other securities convertible into or exchangeable or exercisable for Common Stock if (the “New Security”) within six (6) months of the Effectiveness Date (as defined in connection the Registration Rights Agreement), on the date of such issuance or sale (a “Future Financing”), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Future Financing containing in reasonable detail (x) the proposed terms of the Future Financing, (y) the amount of the proceeds that will be raised and (z) the Person with whom such Future Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto (the settlement “Future Financing Notice”). Upon receiving the Future Financing Notice, each Purchaser shall have the right to purchase, on the same terms as the Future Financing, an amount of bona fide litigation New Securities having a purchase price which shall not exceed the sum of (1) the aggregate purchase price of the Preferred Stock purchased by such Purchaser and if (2) the shares so issued aggregate purchase price of the Warrants purchased by such Purchaser. In the event a Purchaser desires to exercise the right granted under this Section 3.9, such Purchaser must notify the Company on or prior to the fifth (5th)Trading Day after such Purchaser has received the Future Financing Notice. In the event the terms and conditions of a proposed Future Financing are valued at amended in any respect after delivery of the Future Financing Notice but prior to the closing of the proposed Future Financing to which such Future Financing Notice relates, the Company shall deliver a new notice to each Purchaser describing the amended terms and conditions of the proposed Future Financing and each Purchaser thereafter shall have an option during the five (5) Trading Days following delivery of such new notice to purchase its share of the New Securities being offered on the same terms as contemplated by such proposed Future Financing, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Financing. In the event one or above more Purchasers elect not to exercise their rights granted hereby, the Company shall permit those Purchasers electing to exercise the right granted under this Section 3.9 to purchase, on a pro rata basis equal to its percentage ownership of the then market price and if outstanding Preferred Stock, the optionsnumber of New Securities that the non-participating Purchaser(s) would have been eligible to purchase, if anythey had exercised their right hereunder. Those Purchasers desiring to purchase New Securities must notify the Company of their intention to do so within five (5) Trading Days after the Company has informed the Purchasers of their right to purchase New Securities. Within five (5) Trading Days of the closing of the Future Financing, have an exercise the transactions contemplated by this Section 3.9 shall close, subject to the completion of mutually satisfactory documentation, and the Company shall tender to each Purchaser certificates representing the New Securities that it agreed to purchase and the Purchasers shall make payment for the entire purchase price in immediately available funds at the closing of such sale. As used herein, “Trading Day” shall mean a day on which the AMEX (or above in the then event the Common Stock is not quoted on AMEX, such other securities market priceon which the Common Stock is listed, traded or quoted) is open for trading.

Future Financings. From the date hereof until 90 days after ----------------- the Effective Datea. As long as any Debentures are outstanding, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall except for (ai) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.9 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale issuance of the Underlying Shares. Notwithstanding anything ; (ii) shares of Common Stock deemed to the contrary herein, this Section 4.9 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security have been issued by the Company in connection with any plan which has been approved by the offer and sale Board of this Directors of the Company, pursuant to which the Company's securities pursuant may be issued to this Agreementany employee, officer, director or consultant of the Company; (ciii) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital, or (e) the lending or borrowing of money between or among the Company and its direct or indirect subsidiaries (including, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the shares of Common Stock so issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; (iv) the securities to be issued are valued at or above in the then market price, transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; or (ivi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any transaction involving portion thereof) from another Person, if the issuance of Company agrees to issue shares of Common Stock or warrants to acquire other securities convertible into or exchangeable or exercisable for Common Stock if in connection (the "New Security") at (a) ------------ an effective price per share which is less or may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the settlement of bona fide litigation and if the shares so issued are valued at or above the then market price of the Common Stock) than the Conversion Price (as defined in the Debenture) of the Debentures as of the date thereof or (b) an effective price per share greater than the Conversion Price but less than the Average Price (as defined in the Debenture) on the date of such issuance or sale (either of (a) or (b) a "Future Financing"), the Company shall provide to the Purchasers by 5:00 p.m. ---------------- (New York time) on or before the third (3/rd/) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Future Financing containing in reasonable detail (i) the proposed terms of the Future Financing, (ii) the amount of the proceeds that will be raised and if (iii) the optionsPerson with whom such Future Financing shall be effected, if anyand attached to which shall be a term sheet or similar document relating thereto (the "Future ------ Financing Notice"). Upon receiving the Future Financing Notice, each Purchaser ---------------- shall have the pro rata right (based on the principal amount of the Debentures held by such Purchaser relative to the aggregate principal amount of Debentures outstanding) to purchase, on the same terms as the Future Financing, an amount of New Securities for an aggregate purchase price which shall not exceed the sum of fifty percent (50%) of the amount of proceeds that will be raised in such Future Financing, not to exceed the lesser of (i) $8,000,000 or (ii) the outstanding principal amount of, and interest owing on, such Purchaser's Debenture. In the event a Purchaser desires to exercise the right granted under this Section 3.9, such Purchaser must notify the Company on or prior to the fifth (5/th/)Trading Day after such Purchaser has received the Future Financing Notice. In the event the terms and conditions of a proposed Future Financing are amended in any respect after delivery of the Future Financing Notice but prior to the closing of the proposed Future Financing to which such Future Financing Notice relates, the Company shall deliver a new notice to each Purchaser describing the amended terms and conditions of the proposed Future Financing and each Purchaser thereafter shall have an exercise price at or above option during the then market price.five (5) Trading Days period following delivery of such new notice to purchase its

Future Financings. From the date hereof Closing Date until 90 days after ----------------- the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall (a) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.9 4.13 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the contrary herein, this Section 4.9 4.13 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting or issuance of shares of Common Stock or options (or exercise thereof) to or by employees, officers officers, directors, and directors consultants (provided that in the case of consultants, such issuance of Capital Shares and grants of Capital Share Equivalents does not exceed, in the aggregate, 200,000 Capital Shares or Capital Shares Equivalents convertible into or exchangeable for 200,000 Capital Shares per any 12 month period) of the Company pursuant to any stock option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of a Debenture the Preferred Stock or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreementthe Transaction Documents, or (c) the exercise of or conversion of any Convertible Securities, options or warrants Capital Shares Equivalents issued and outstanding on the Closing Date, provided that such securities have not been amended since the Closing Date in order to reduce the effective exercise price, increase the number of shares issuable or accelerate the date hereofon which such Capital Share Equivalents may be exercised, or (d) acquisitions the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions, strategic investments or strategic investmentspartnering arrangements, the primary purpose of which is not to raise capital, or subsequent exercise of any such Capital Share Equivalents (e) (a)-(d), each, an "Exempt Issuance"). In addition to the lending or borrowing limitations set forth herein, from the Closing Date until such time as the Purchasers no longer hold any of money between or among the Securities, the Company and its direct shall be prohibited from effecting or indirect subsidiaries entering into an agreement to effect any Subsequent Financing (includingas defined in Section 4.14) involving a "Variable Rate Transaction" or an "MFN Transaction" (each as defined below). The term "Variable Rate Transaction" shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries)exchangeable or exercisable for, or include the right to receive additional shares of, Common Stock either (fA) the potential [OMITTED FOR CONFIDENTIALITY]at a conversion, exercise or (g) in connection exchange rate or other price that is based upon and/or varies with the share issuances trading prices of or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if quotations for the shares of Common Stock so issued are valued at any time after the initial issuance of such debt or above the then market priceequity securities, or (iB) any transaction involving with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of shares such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock. The term "MFN Transaction" shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to exchange their securities for securities issued in future transactions of the Company on terms more favorable than those granted to such investor in their original offering. In addition, unless Shareholder Approval has been obtained and deemed effective in accordance with Section 4.5(c), the Company shall not make any issuance whatsoever of Capital Shares or Capital Shares Equivalents which would cause any adjustment of the Conversion Price (other than pursuant to Section 7(a) of the Certificate of Designation) to the extent the holders of the Preferred Stock would not be permitted, pursuant to Section 6(d) of the Certificate of Designation, to convert their respective outstanding Preferred Stock and exercise their respective Warrants in full, ignoring for such purposes any conversion or exercise limitations therein. Additionally, unless Shareholder Approval has been obtained and deemed effective, the Company shall not make any issuance whatsoever of Common Stock or warrants to acquire Common Stock if Equivalents which would cause any adjustment of the Conversion Price to the extent the holders of Preferred Stock would not be permitted, pursuant to Section 6(d) of the Certificate of Designation, to convert their respective outstanding Debentures and exercise their respective Warrants in connection with full, ignoring for such purposes the settlement of bona fide litigation and if conversion or exercise limitations therein. Any Purchaser shall be entitled to obtain injunctive relief against the shares so issued are valued at or above the then market price and if the optionsCompany to preclude any such issuance, if any, have an exercise price at or above the then market pricewhich remedy shall be in addition to any right to collect damages.

Future Financings. From the date hereof until 90 days after ----------------- the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall a. Except for (ai) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.9 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale issuance of the Underlying Shares. Notwithstanding anything ; (ii) shares of Common Stock deemed to the contrary herein, this Section 4.9 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting of options to employees, officers and directors of have been issued by the Company pursuant to in connection with any stock option plan duly adopted which has been approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant prior to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been amended since the date hereof, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (diii) acquisitions or strategic investments, the primary purpose of which is not to raise capital, or (e) the lending or borrowing of money between or among the Company and its direct or indirect subsidiaries (including, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the shares of Common Stock so issued are valued at issuable upon the exercise of any options or above warrants outstanding on the then market price, date hereof and listed in Schedule 2.1(c) hereto; or (iiv) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any transaction involving portion thereof) from another Person, if the issuance of Company agrees to issue shares of Common Stock or warrants to acquire other securities convertible into or exchangeable or exercisable for Common Stock if in connection (the "New Security") while any Securities are outstanding at (a) an effective price per share which is less or may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the settlement market price of bona fide litigation the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the Securities as of the date thereof or (b) an effective price per share greater than the Conversion Price but less than the Average Per Share Market Value (as defined in the Certificate of Designation) on the date of such issuance or sale (either of (a) or (b) a "Future Financing"), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Future Financing containing in reasonable detail (i) the proposed terms of the Future Financing, (ii) the amount of the proceeds that will be raised and if (iii) the shares so issued are Person with whom such Future Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto (the "Future Financing Notice"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right (based on the principal amount of the Securities held by such Purchaser relative to the aggregate principal amount of Securities outstanding) to purchase, on the same terms as the Future Financing, an amount of New Securities having a purchase price which shall not exceed the sum of the then outstanding principal amount of, and any dividends owing on, such Purchaser's Securities (valued at the greater of the Conversion Price or above the then market price Average Per Share Market Price (as such terms are defined in the Certificate of Designation) on the date of the Future Financing Notice). In the event a Purchaser desires to exercise the right granted under this Section 3.9, such Purchaser must notify the Company on or prior to the fifth (5th) Trading Day after such Purchaser has received the Future Financing Notice. In the event the terms and if conditions of a proposed Future Financing are amended in any respect after delivery of the optionsFuture Financing Notice but prior to the closing of the proposed Future Financing to which such Future Financing Notice relates, if any, the Company shall deliver a new notice to each Purchaser describing the amended terms and conditions of the proposed Future Financing and each Purchaser thereafter shall have an exercise price at or above option during the then market price.five (5) Trading Days period following delivery of such new notice to purchase its pro rata share (based on the Purchaser's percentage of the principal amount of the outstanding Securities such Purchaser owns) of the New Securities being offered on the same terms as contemplated by such proposed Future

Future Financings. From the date hereof until 90 60 days after ----------------- the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall (a) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 60 day period set forth in this Section 4.9 4.13 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the contrary herein, this Section 4.9 4.13 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting or issuance of shares of Common Stock or options to employees, officers and directors of the Company pursuant to any stock option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security issued by the Company in connection with the offer and sale of this Company's ’s securities pursuant to this Agreement, or (c) the exercise of or conversion of any Convertible Securities, options or warrants Capital Shares Equivalents issued and outstanding on the Closing Datedate hereof, provided that such securities have not been amended since the date hereof, or (d) acquisitions the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions, strategic investments or strategic investmentspartnering arrangements, the primary purpose of which is not to raise capital, or (e) the lending or borrowing issuance of money between or among investment units pursuant to that certain private placement memorandum of the Company and its direct or indirect subsidiaries (includingdated April 28, for this purpose2003, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing not to certain former officers as described exceed $1,400,000 in the Proxyaggregate (the “PPM Offering”). Additionally, or (h) in a transaction involving additional to the limitations set forth herein, from the date hereof until such time as the Purchasers no longer hold any of the Securities, other than the issuance of Capital Shares or Capital Shares Equivalents as part of the consideration paid for an acquisition, the Company shall be prohibited from effecting or enter into an agreement to effect any Subsequent Financing involving a “Variable Rate Transaction” or an “MFN Transaction” (each as defined below). The term “Variable Rate Transaction” shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock to satisfy either (A) at a bona fide payable if less than $100,000 and if conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock so issued are valued at any time after the initial issuance of such debt or above the then market priceequity securities, or (iB) any transaction involving with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of shares such debt or equity security or upon the occurrence of Common Stock specified or warrants to acquire Common Stock if in connection with the settlement of bona fide litigation and if the shares so issued are valued at or above the then market price and if the options, if any, have an exercise price at or above the then market price.contingent events directly or

Future Financings. From As long as shares of the date hereof until 90 days after ----------------- the Effective DatePreferred Stock are ------------------ outstanding, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall except for (ai) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.9 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale issuance of the Underlying Shares. Notwithstanding anything ; (ii) shares of Common Stock deemed to the contrary herein, this Section 4.9 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security have been issued by the Company in connection with any plan which has been approved by the offer and sale Board of this Directors of the Company, pursuant to which the Company's securities pursuant may be issued to this Agreementany employee, officer, director or consultant of the Company; (ciii) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital, or (e) the lending or borrowing of money between or among the Company and its direct or indirect subsidiaries (including, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the shares of Common Stock so issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; (iv) the securities to be issued are valued at or above in the then market price, transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; or (ivi) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any transaction involving portion thereof) from another Person, if the issuance of Company agrees to issue shares of Common Stock or warrants to acquire other securities convertible into or exchangeable or exercisable for Common Stock if in connection (the "New Security") while any shares of Preferred Stock are ------------- outstanding at an effective price per share which is less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the settlement market price of bona fide litigation and if the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the shares so issued are valued at of Preferred Stock as of the date thereof (a "Future ------ Financing"), the Company shall provide to the Purchasers by 5:00 p.m. (New York --------- time) on or above before the then market price and if third (3rd) Trading Day (as defined below) after the optionsdecision to issue the New Security has been made, if anywritten notice of the Future Financing containing in reasonable detail (i) the proposed terms of the Future exhibit 10.1, have an exercise price at or above the then market price.page 15

Future Financings. From the date hereof until 90 days after ----------------- the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall a. Except for (ai) incur, issue, create, guarantee, assume or otherwise become liable on account of any indebtedness other than with a federally regulated financial institution or (b) increase any amounts owing or to which such Person is liable under any existing obligations or (c) issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.9 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale issuance of the Underlying Shares. Notwithstanding anything ; (ii) shares of Common Stock deemed to the contrary herein, this Section 4.9 shall not apply to the following (each of which, an "Exempt Transaction"): (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security have been issued by the Company in connection with any contract, plan or agreement which has been approved by the offer and sale Board of this Directors of the Company, pursuant to which the Company's securities pursuant may be issued to this Agreementany employee, officer, director or consultant of the Company; (ciii) the exercise of or conversion of any Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital, or (e) the lending or borrowing of money between or among the Company and its direct or indirect subsidiaries (including, for this purpose, DOC and InfoTechUSA, Inc. and each of their subsidiaries), or (f) the potential [OMITTED FOR CONFIDENTIALITY], or (g) in connection with the share issuances or re-pricing to certain former officers as described in the Proxy, or (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the shares of Common Stock so issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) hereto; or (iv) shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another Person, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "New Security") while any Debentures are valued outstanding at (a) an ------------ effective price per share which is less or above may be less (including, without limitation, any security which is convertible into or exchangeable or exercisable for Common Stock at a price which may change with the then market priceprice of the Common Stock) than an amount equal to the Conversion Price (as defined in the Debentures) of the Debentures as of the date thereof or (b) an effective price per share greater than the Conversion Price but less than the Average Price (as defined in the Debentures) on the date of such issuance or sale (either of (a) or (b), a "Future Financing"), the Company shall provide to the ---------------- Purchasers by 5:00 p.m. (New York time) on or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice of the Future Financing containing in reasonable detail (i) the proposed terms of the Future Financing, (ii) the amount of the proceeds that will be raised and (iii) the Person with whom such Future Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto (the "Future Financing Notice"). Upon receiving the Future ----------------------- Financing Notice, each Purchaser shall have the pro rata right (based on the principal amount of the Debentures held by such Purchaser relative to the aggregate principal amount of Debentures outstanding) to purchase, on the same terms as the Future Financing, an amount of New Securities having a purchase price which shall not exceed the sum of (i) the then outstanding principal amount of and any transaction involving interest owing on such Purchaser's Debenture and (ii) the issuance number of shares of Common Stock or warrants to acquire which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of shares of Common Stock if underlying the outstanding Warrants; provided, however, that thirty (30) Trading Days after the effectiveness of the Initial Registration Statement (as defined in connection with the settlement Registration Rights Agreement) and for so long as all registration statements required under the Registration Rights Agreement are effective, the Purchasers, in the aggregate, shall be entitled to purchase up to one-half of bona fide litigation the total amount of New Securities being offered pursuant to such Future Financing Notice. In the event a Purchaser desires to exercise the right granted under this Section 3.9, such Purchaser must notify the Company on or prior to the fifth (5th) Trading Day after such Purchaser has received the Future Financing Notice. In the event the terms and if the shares so issued are valued at or above the then market price and if the options, if any, have an exercise price at or above the then market price.conditions of a