Common use of Future Financings Clause in Contracts

Future Financings. Except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by 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 consultant of the Company; (iii) shares of 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 division, assets or business (or stock constituting any 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 Company, 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 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 market price 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) 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 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 issuable upon conversion of the Security (ii) the number of shares of Common Stock which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of 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 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 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 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 outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring to

Future Financings. Except From the Closing Date until 90 days after the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall 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 4.13 shall be extended for the number of Trading Days during such period in which (iy) issuance 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 4.13 shall not apply to the following (iia) the granting or issuance of shares of Common Stock deemed or options (or exercise thereof) to have been or by employees, officers, directors, and 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 the Preferred Stock or any other security issued by the Company in connection with any plan which has been approved by the Board offer and sale of Directors of the Company prior to the date hereof, pursuant to which the this Company's securities may be issued pursuant to any employeethe Transaction Documents, officer, director or consultant of the Company; (iiic) shares of Common Stock issuable upon the exercise of or conversion of any 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 hereof and listed in Schedule 2.1(c) hereto; on which such Capital Share Equivalents may be exercised, or (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 division, assets or business (or stock constituting any portion thereof) from another Person; (vd) the issuance of any securities (including, but not limited to, subordinated debt, preferred stock Capital Shares or warrants) to General Electric Capital Corporation or its affiliates (collectively, "GE") Shares Equivalents in connection with certain financing currently being negotiated by acquisitions, strategic investments or strategic partnering arrangements, the Company and GE (primary purpose of which negotiation has is not been finalized as to raise capital, or subsequent exercise of any such Capital Share Equivalents. In addition to the limitations set forth herein, from the Closing Date); or (vi) securities to be issued by the Company or selling stockholders in connection with a public offering by the Company, 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 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 market price of the Common Stock) than the Conversion Price (Date until such time 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) 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 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 issuable upon conversion of the Security (ii) the number of shares of Common Stock which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of 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 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 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 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 outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring tono longer hold

Future Financings. Except for Until the earlier to occur of (i) the date that the Purchasers (collectively) own less than 850,000 shares of the Company's Common Stock (or shares exercisable or exchangeable for or convertible into shares of the Company's Common Stock) or (ii) August 24, 2001, and except for the issuance of (i) the Underlying Shares; , (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan (as such plan may be amended from time to time) which has been approved by 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 consultant of the Company; , (iii) shares of Common Stock issuable upon the exercise of any options options, warrants, convertible securities or warrants debentures outstanding on the date hereof and listed included in Schedule 2.1(cSCHEDULE 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 division, assets or business (or stock constituting any portion thereof) from another Person; , or (v) shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock issued in an offering registered under 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 CompanySecurities Act, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "NEW SECURITYSecurity") while any Securities Shares 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 market price of the Common Stock) than the Conversion Price $4.50 (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) 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 (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 number of the Securities Shares then held by such Purchaser relative to the aggregate principal amount number of Securities outstandingShares 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 which shall not exceed equal to the sum of (i) the number of shares of Common Stock issuable upon conversion of the Security (ii) the number of shares of Common Stock which is the product of the Exercise Price (as defined per share purchase price paid in the Warrants) multiplied by that number of shares of Common Stock underlying the outstanding WarrantsFuture Financing. In the event a Purchaser desires to exercise the right granted under this Section 3.93.16, such Purchaser must notify the Company on or prior to the fifth (5th)Trading Day 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 option during the five (5) Trading Days business day period following delivery of such new notice to purchase its pro rata share (based on the Purchaser's percentage of the principal amount number of the Shares then outstanding Securities 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. In the event one or more Those Purchasers elects not desiring 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 outstanding principal amount of the Securities, the sum of the number of purchase additional shares of Common Stock that must notify the other Purchaser(sCompany of their intention to do so within five (5) were eligible to purchase, if they had exercised business days after the Company has informed the Purchasers of their right hereunderto purchase additional shares of Common Stock. Those 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 desiring toshall make payment for the entire purchase price in immediately available funds at the closing of such sale.

Future Financings. a. Except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by 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 consultant of the Company; (iii) shares of Common Stock 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 (including earn-out payments funded with stock, which payments are set forth on SCHEDULE 3.9 hereof) by the Company of a division, assets or business (or stock constituting any 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 Company, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "NEW SECURITYNew 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 market price 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 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 FINANCINGFuture Financing"), the Company shall provide to the Purchasers 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 (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 NOTICEFuture Financing Notice"). Upon receiving the Future Financing Notice, each the 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 issuable upon conversion then outstanding principal amount of the Security Purchaser's Securities (ii) valued at the number of shares of Common Stock which is the product greater of the Exercise Conversion Price or the Average Per Share Market Price (as such terms are defined in the WarrantsCertificate of Designation) multiplied by that number on the date of shares of Common Stock underlying the outstanding WarrantsFuture Financing Notice). In the event a the Purchaser desires to exercise the right granted under this Section 3.9, such the Purchaser must notify the Company on or prior to the fifth (5th)Trading 5th) Trading Day after such the 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 the Purchaser describing the amended terms and conditions of the proposed Future Financing and each the 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 If the event one or more Purchasers elects not Purchaser desires to exercise purchase additional shares of Common Stock, it must notify the Company of its rights granted herebyintention 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 permit those Purchasers electing tender to exercise the right granted under this Section 3.9 Purchaser certificates representing the New Securities that it agreed to purchase, on a pro rata basis equal to its percentage ownership purchase and the Purchaser shall make payment for the entire purchase price in immediately available funds at the closing of the then outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereundersuch sale. Those Purchasers desiring to"

Future Financings. Except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by 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 consultant of the Company; (iii) shares of 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) the securities to be issued in the transactions 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 (vi) 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 division, assets or business (or stock constituting any 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 Company, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "NEW SECURITYNew Security") while any Securities 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 market price of the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the Securities shares of Preferred Stock 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 FINANCINGFuture 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 NOTICEFuture Financing Notice"). Upon receiving the Future Financing Notice, each Purchaser shall have the pro rata right (based on the principal amount purchase price of the Securities shares of Preferred Stock 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 issuable upon conversion of the Security (ii) the number of shares of Common Stock which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of 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 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 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 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 outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring toof

Future Financings. Except From the Closing Date until 90 days after the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall 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 4.13 shall be extended for the number of Trading Days during such period in which (iy) 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 4.13 shall not apply to the following (a) the granting or issuance of the Underlying Shares; (ii) shares of Common Stock deemed or options (or exercise thereof) to have been or by employees, officers, directors, and 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 any plan which has been approved by the Board offer and sale of Directors of the Company prior to the date hereof, pursuant to which the this Company's securities pursuant to the Transaction Documents, or (c) the exercise of or conversion of any 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 on which such Capital Share Equivalents may be issued exercised, or (d) the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions, strategic investments or strategic partnering arrangements, the primary purpose of which is not to raise capital, or subsequent exercise of any employeesuch Capital Share Equivalents. In addition to the limitations set forth herein, officer, director or consultant from the Closing Date until such time as the Purchasers no longer hold any of the Company; Securities, the Company shall be prohibited from effecting or entering into an agreement to effect any Subsequent Financing (iiias 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, exchangeable or exercisable for, or include the right to receive additional shares of, Common Stock either (A) at a 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 issuable at any time after the initial issuance of such debt or equity securities, or (B) 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 exercise occurrence of any options specified or warrants outstanding on contingent events directly or indirectly related to the date hereof and listed in Schedule 2.1(c) hereto; (iv) shares business 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 division, assets or business (or stock constituting any 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 Company, 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 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 market price of for the Common Stock) than . The term "MFN Transaction" shall mean a transaction in which the Conversion Price (as defined Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the Certificate of Designation) right to receive additional shares based upon future transactions of the Securities as of the date thereof or (b) an 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 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"accordance with Section 4.5(c), the Company shall provide to the Purchasers by 5:00 p.m. (New York time) on not make any issuance whatsoever of Capital Shares or before the third (3rd) Trading Day (as defined below) after the decision to issue the New Security has been made, written notice Capital Shares Equivalents which would cause any adjustment 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 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 issuable upon conversion of the Security (ii) the number of shares of Common Stock which is the product of the Exercise Set Price (as defined in the Warrants) multiplied by that number of shares of Common Stock underlying the outstanding Warrants. In the event a Purchaser desires other than pursuant 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 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 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 owns4(c)(ii) 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 Debentures) to the terms and conditions extent the holders of any proposed Future Financing. In the event one or more Purchasers elects Debentures would not be permitted, pursuant 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 4(a)(ii)(B) of the then Debenture, to convert their respective outstanding principal amount of the SecuritiesDebentures and exercise their respective Warrants in full, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring toignoring for such purposes any conversion or exercise limitations therein.

Future Financings. Except 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 issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 120 day period set forth in this Section 4.13 shall be extended for the number of Trading Days during such period in which (iy) issuance 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 4.13 shall not apply to the following (iia) the granting or issuance of shares of Common Stock deemed or options to have been 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 securities pursuant to this Agreement, or (c) the exercise of or conversion of any plan which has been approved by the Board of Directors of the Company prior to Capital Shares Equivalents issued and outstanding on the date hereof, pursuant to which the Company's provided that such securities may be issued to any employee, officer, director or consultant of the Company; (iii) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on have not been amended since the date hereof and listed in Schedule 2.1(c) hereto; hereof, or (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 division, assets or business (or stock constituting any portion thereof) from another Person; (vd) the issuance of any securities (including, but not limited to, subordinated debt, preferred stock Capital Shares or warrants) to General Electric Capital Corporation or its affiliates (collectively, "GE") Shares Equivalents in connection with certain financing currently being negotiated by acquisitions, strategic investments or strategic partnering arrangements, the Company and GE (primary purpose of which negotiation has is not been finalized as of the Closing Date); to raise capital, or (vie) securities the granting of stock, stock options and/or warrants to be issued by the Company or selling stockholders an investment group in connection with a public offering by the advancement of $1 million to the Company, 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 Securities are outstanding at (a) an effective price per share which transaction 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 market price described in Item 13 of the Common Stock) than Company's Annual Report on Form 10-K for the Conversion Price (as defined fiscal year ended March 31, 2003. Additionally, in additional to the Certificate of Designation) of the Securities as of limitations set forth herein, from the date thereof or (b) an effective price per share greater than the Conversion Price but less than the Average Price (hereof until such time as defined in the Certificate of Designation) on the date of such issuance or sale (either of (a) or (b) a "FUTURE FINANCING")there are no longer any Debentures, the Company shall provide be prohibited from effecting or enter into an agreement 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 effect any Subsequent 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 issuable upon conversion of the Security (ii) the number of shares of Common Stock which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of 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 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 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 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 outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring to

Future Financings. a. Except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by 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 consultant of the Company; (iii) shares of Common Stock 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 (including earn-out payments funded with stock, which payments are set forth on SCHEDULE 3.9 hereof) by the Company of a division, assets or business (or stock constituting any 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 Company, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "NEW SECURITYNew 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 market price 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 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 FINANCINGFuture 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 NOTICEFuture 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 (i) valued at the number of shares of Common Stock issuable upon conversion greater of the Security (ii) Conversion Price or the number of shares of Common Stock which is the product of the Exercise Average Per Share Market Price (as such terms are defined in the WarrantsCertificate of Designation) multiplied by that number on the date of shares of Common Stock underlying the outstanding WarrantsFuture 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 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 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 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 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 outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring toFuture

Future Financings. Except From the date hereof until 60 days after the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 60 day period set forth in this Section 4.13 shall be extended for the number of Trading Days during such period in which (iy) issuance 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 4.13 shall not apply to the following (iia) the granting or issuance of shares of Common Stock deemed or options to have been 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 securities pursuant to this Agreement, or (c) the exercise of or conversion of any plan which has been approved by the Board of Directors of the Company prior to Capital Shares Equivalents issued and outstanding on the date hereof, provided that such securities have not been amended since the date hereof, or (d) the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions, strategic investments or strategic partnering arrangements, the primary purpose of which is not to raise capital, or (e) the issuance of investment units pursuant to that certain private placement memorandum of the Company dated April 28, 2003, not to exceed $1,400,000 in the aggregate (the “PPM Offering”). Additionally, in 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's Company issues or sells (i) any debt or equity securities may be issued that are convertible into, exchangeable or exercisable for, or include the right to any employee, officer, director or consultant of the Company; (iii) receive additional shares of Common Stock issuable either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the exercise trading prices of any options or warrants outstanding on quotations for 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 at any time after the Company of a division, assets or business (or stock constituting any portion thereof) from another Person; (v) the initial issuance of any securities (includingsuch debt or equity securities, 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 (viB) securities to be issued by the Company or selling stockholders in connection with a public offering by conversion, exercise or exchange price that is subject to being reset at some future date after the Company, 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 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 market price 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 initial issuance of such issuance debt or sale (either equity security or upon the occurrence of (a) specified 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 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 issuable upon conversion of the Security (ii) the number of shares of Common Stock which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of 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 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 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 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 outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring tocontingent events directly or

Future Financings. a. Except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any contract, plan or agreement which has been approved by the Board of Directors of the Company prior to the date hereofCompany, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iii) shares of Common Stock 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 (including earn-out payments funded with stock, which payments are set forth on SCHEDULE 3.9 hereof) by the Company of a division, assets or business (or stock constituting any 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 Company, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "NEW SECURITYNew Security") while any Securities Debentures 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 market price of the Common Stock) than an amount equal to the Conversion Price (as defined in the Certificate of DesignationDebentures) of the Securities 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 Certificate of DesignationDebentures) on the date of such issuance or sale (either of (a) or (b) ), a "FUTURE FINANCINGFuture 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 NOTICEFuture Financing Notice"). Upon receiving the Future ----------------------- Financing Notice, each Purchaser shall have the pro rata right (based on the principal amount of the Securities Debentures held by such Purchaser relative to the aggregate principal amount of Securities 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 number then outstanding principal amount of shares of Common Stock issuable upon conversion of the Security and any interest owing on such Purchaser's Debenture and (ii) the number of shares of Common Stock which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of shares of Common Stock underlying the outstanding Warrants; provided, however, that thirty (30) Trading Days after the effectiveness of the Initial Registration Statement (as defined in the 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 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 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 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 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 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 outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring toa

Future Financings. Except for (ia) the issuance of the Underlying Warrant Shares and the Conversion Shares; , (iib) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the Company prior to the date hereofCompany, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; , (iiic) shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in on Schedule 2.1(c) hereto; , (ivd) 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 division, assets or business (or stock constituting any 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 strategic transactions between the Company and GE another Person, including without limitation, joint ventures, marketing or 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 Securities Act and (f) shares of Common Stock issuable upon conversion or exercise of any other security issued in an offering in which negotiation has not been finalized as of the Closing Date); or (vi) securities Purchaser previously had the right to be issued by the Company or selling stockholders in connection with a public offering by the Companyparticipate 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 SECURITYNew Security") while any Securities are the Note is 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 market price 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 (ai) or (b) ii), a "FUTURE FINANCINGFuture Financing"), the Company shall provide to the Purchasers by 5:00 p.m. Purchaser notice (New York timethe "Future Financing Notice") 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 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, 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 the Purchaser shall have the pro rata right (based on right, by notice to the principal amount Company within ten days of its receipt of the Securities held by such Purchaser relative to the aggregate principal amount of Securities outstanding) Future Financing Notice, to purchase, on the same terms as the Future Financing, up to an amount of New Securities having a purchase price which shall not exceed equals the sum of (i) proportion that the number of shares of Common Stock issuable upon owned beneficially by the Purchaser (assuming for this purpose the exercise and conversion in full of all securities and instruments exercisable or convertible into shares of Common Stock, including without limitation, the Warrants (to the extent then exercisable) and the Note) immediately prior to this completion of the Security (ii) Future Financing bears to the total number of shares of Common Stock which is owned beneficially by all Persons (assuming for this purpose the product exercise and conversion in full of the Exercise Price (as defined in the Warrants) multiplied by that number of all securities and instruments exercisable for or convertible into 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 Stock) immediately 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 amended in any respect after delivery completion 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 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 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 outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring to.

Future Financings. Except a. As long as any Debentures are outstanding, except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the Company prior to the date hereofCompany, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iii) shares of 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) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; or (vi) 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 division, assets or business (or stock constituting any 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 Company, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "NEW SECURITYNew 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 market price of the Common Stock) than the Conversion Price (as defined in the Certificate of DesignationDebenture) of the Securities 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 Certificate of DesignationDebenture) on the date of such issuance or sale (either of (a) or (b) a "FUTURE FINANCINGFuture Financing"), the Company shall provide to the Purchasers by 5:00 p.m. ---------------- (New York time) on or before the third (3rd3/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 (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 NOTICEFuture ------ Financing Notice"). Upon receiving the Future Financing Notice, each Purchaser ---------------- shall have the pro rata right (based on the principal amount of the Securities Debentures held by such Purchaser relative to the aggregate principal amount of Securities Debentures outstanding) to purchase, on the same terms as the Future Financing, an amount of New Securities having a 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) the number of shares of Common Stock issuable upon conversion of the Security $8,000,000 or (ii) the number of shares of Common Stock which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of shares of Common Stock underlying the outstanding Warrantsprincipal 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 (5th)Trading 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 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 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 outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring toits

Future Financings. Except As long as shares of the Preferred Stock are ------------------ outstanding, except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the Company prior to the date hereofCompany, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iii) shares of 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) the securities to be issued in the transactions set forth on such Schedule 2.1(c); (v) shares issued in a transaction registered under the Securities Act; or (vi) 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 division, assets or business (or stock constituting any 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 Company, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "NEW SECURITYNew Security") while any Securities 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 market price of the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the Securities shares of Preferred Stock 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 FINANCINGFuture ------ 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 Financingexhibit 10.1, (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 issuable upon conversion of the Security (ii) the number of shares of Common Stock which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of 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 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 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 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 outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring topage 15

Future Financings. Except From the Closing Date until 90 days after the Effective Date, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall 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 4.13 shall be extended for the number of Trading Days during such period in which (iy) issuance 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 4.13 shall not apply to the following (iia) the granting or issuance of shares of Common Stock deemed or options (or exercise thereof) to have been or by employees, officers, directors, and 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 the Preferred Stock or any other security issued by the Company in connection with any plan which has been approved by the Board offer and sale of Directors of the Company prior to the date hereof, pursuant to which the this Company's securities pursuant to the Transaction Documents, or (c) the exercise of or conversion of any 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 on which such Capital Share Equivalents may be issued exercised, or (d) the issuance of Capital Shares or Capital Shares Equivalents in connection with acquisitions, strategic investments or strategic partnering arrangements, the primary purpose of which is not to raise capital, or subsequent exercise of any employeesuch Capital Share Equivalents ((a)-(d), officereach, director or consultant an "Exempt Issuance"). In addition to the limitations set forth herein, from the Closing Date until such time as the Purchasers no longer hold any of the Company; Securities, the Company shall be prohibited from effecting or entering into an agreement to effect any Subsequent Financing (iiias 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, exchangeable or exercisable for, or include the right to receive additional shares of, Common Stock either (A) at a 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 issuable at any time after the initial issuance of such debt or equity securities, or (B) 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 exercise occurrence of any options specified or warrants outstanding on contingent events directly or indirectly related to the date hereof and listed in Schedule 2.1(c) hereto; (iv) shares business 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 division, assets or business (or stock constituting any 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 Company, 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 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 market price of 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 (as defined in other than pursuant to Section 7(a) of the Certificate of Designation) to the extent the holders of the Securities as Preferred Stock would not be permitted, pursuant to Section 6(d) 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 , to convert their respective outstanding Preferred Stock and exercise their respective Warrants in full, ignoring for such issuance purposes any conversion or sale (either of (a) or (b) a "FUTURE FINANCING")exercise limitations therein. Additionally, unless Shareholder Approval has been obtained and deemed effective, 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 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 make any issuance whatsoever of Common Stock issuable upon conversion or Common Stock Equivalents which would cause any adjustment of the Security (ii) the number of shares of Common Stock which is the product of the Exercise Conversion Price (as defined in the Warrants) multiplied by that number of 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 extent the Future Financing Notice. In the event the terms and conditions holders of a proposed Future Financing are amended in any respect after delivery of the Future Financing Notice but prior Preferred Stock would not be permitted, pursuant 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 ownsSection 6(d) of the New Securities being offered on Certificate of Designation, to convert their respective outstanding Debentures and exercise their respective Warrants in full, ignoring for such purposes the same terms as contemplated by such proposed Future Financing, as amendedconversion or exercise limitations therein. The foregoing sentence Any Purchaser shall apply be entitled to successive amendments to the terms and conditions of any proposed Future Financing. In the event one or more Purchasers elects not to exercise its rights granted hereby, obtain injunctive relief against the Company to preclude any such issuance, which remedy shall permit those Purchasers electing be in addition to exercise the any right granted under this Section 3.9 to purchase, on a pro rata basis equal to its percentage ownership of the then outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring tocollect damages.

Future Financings. Except 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 (iy) issuance 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 (iieach of which, an "Exempt Transaction"): (a) shares the granting of Common Stock deemed options to have been 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 plan which has Convertible Securities, options or warrants issued and outstanding on the Closing Date, provided that such securities have not been approved by the Board of Directors of the Company prior to amended since the date hereof, pursuant or (d) acquisitions or strategic investments, the primary purpose of which is not to which raise capital, or (e) the Company's securities may be issued 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 any employeecertain former officers as described in the Proxy, officer, director or consultant (h) in a transaction involving the issuance of Common Stock to satisfy a bona fide payable if less than $100,000 and if the Company; (iii) shares of Common Stock issuable upon so issued are valued at or above the exercise of then market price, or (i) 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 division, assets or business (or stock constituting any portion thereof) from another Person; (v) transaction involving 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 Company, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for warrants to acquire Common Stock (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 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 of and if 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")options, 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 madeif any, 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 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 issuable upon conversion of the Security (ii) the number of shares of Common Stock which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of 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 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 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 exercise price at or 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 above the then outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring tomarket price.

Future Financings. Except a. As long as shares of the Preferred Stock are outstanding, except for (i) issuance of the Underlying Shares; (ii) shares of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors of the Company prior to the date hereofCompany, pursuant to which the Company's securities may be issued to any employee, officer, director or consultant of the Company; (iii) shares of 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) the securities to be issued 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 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 division, assets or business (or stock constituting any portion thereof) from another Person; Person or (vvii) shares of Common Stock issued upon conversion of the issuance of any securities (including, but not limited to, subordinated debt, preferred stock or warrants) to General Electric Capital Corporation or its affiliates Series A Preferred Stock (collectively, the "GEExcluded Security") 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 Company, if the Company agrees to issue shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock (the "NEW SECURITYNew Security") while any Securities 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 market price of the Common Stock) than the Conversion Price (as defined in the Certificate of Designation) of the Securities shares of Preferred Stock 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 FINANCINGDown 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 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 (iii) the Person with whom such Down 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 issuable upon conversion of the Security (ii) the number of shares of Common Stock which is the product of the Exercise Price (as defined in the Warrants) multiplied by that number of 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 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 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 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 outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring to

Future Financings. Except for (i) issuance of the Underlying Shares; (ii) shares the issuance of Common Stock deemed to have been issued by the Company in connection with any plan which has been approved by the Board of Directors securities upon exercise or conversion of the Company prior to Company's options, warrants or other convertible securities outstanding as of the date hereofhereof and listed on Schedule 2(c); (iii) the grant of additional options or warrants, or the issuance of additional securities, under any Company stock or compensation plan pursuant to which the Company's securities Common Stock may be issued to any employee, officer, director or consultant of the Company which is either (a) approved by the stockholders of the Company or (b) approved by the compensation committee of the Company's Board of Directors for legitimate compensation purposes which provides for the purchase of the Common Stock at 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; (iiiiv) shares of Common Stock issuable upon the exercise of any options issued or warrants outstanding on the date hereof and listed deemed to have been issued in Schedule 2.1(c) heretoa Strategic Venture (as defined below); (ivv) 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 division, assets or business (or stock constituting any portion thereof) from another Personperson; (vvi) securities sold by the Company in a firm commitment underwritten public offering excluding a continuous offering pursuant to Rule 415 under the Securities Act; (vii) the issuance of any securities Common Stock pursuant to an equity line of credit arrangement (including, but not limited to, subordinated debt, preferred stock or warrants) to General Electric Capital Corporation or its affiliates (collectively, an "GEEQUITY LINE") in connection with certain financing currently being negotiated by ); provided that the Company and GE does not exercise its option to make draw downs under the Equity Line until at least thirty (which negotiation has not been finalized as 30) days following the effectiveness of the Closing DateRegistration Statement (as defined herein); or (viviii) the issuance by any Subsidiary of its capital stock or securities to be issued by 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 selling stockholders in connection contract with a public offering by any party to obtain additional equity financing (including debt financing with an equity component) that involves (A) the Company, if the Company agrees to issue shares issuance of Common Stock (whether upon conversion or other securities exercise of a security convertible into or exchangeable or exercisable for Common Stock (the "NEW SECURITYCONVERTIBLE SECURITIES") while any Securities are outstanding at (aor otherwise) 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 discount to the market price 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) Stock on the date of issuance thereof or, in the case of Convertible Securities, the date of issuance of such issuance Convertible Securities (in each case taking into account the value of any warrants or sale (either of (aoptions to acquire Common Stock issued in connection therewith) or where the issuance price of such Common Stock is subject to reduction in the future 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 (iB) the proposed terms issuance of the Future Financing, (ii) the amount of the proceeds Convertible Securities 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, are convertible into an amount of New Securities having a purchase price which shall not exceed the sum of (i) the indeterminate number of shares of Common Stock issuable or where the issuance price of the Common Stock upon conversion or exercise of such Convertible Securities (including, based upon any conversion, exchange or reset formula) changes at any time after the Security date of issuance of such Convertible Securities, during the period (iithe "LOCK-UP PERIOD") beginning on the number of shares of Common Stock which is Closing Date and ending one hundred eighty (180) days from the product of date the Exercise Price Registration Statement (as defined in the WarrantsRegistration Rights Agreement) multiplied by that number of shares of Common Stock underlying is declared effective (plus any days after the outstanding WarrantsRegistration Statement is initially declared effective in which sales cannot be made thereunder). In addition, subject to the event a Purchaser desires to exercise exceptions described in clauses (i) through (vii) of the right granted under first sentence of this Section 3.9, such Purchaser must notify the Company will not conduct any equity financing (including debt with an equity component) ("FUTURE OFFERINGS") during the period beginning on or prior to the fifth Closing Date and ending one hundred eighty-five (5th)Trading Day 185) days 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 end of the Future Financing Notice but Lock-up Period (plus any days after the 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 closing of the proposed Future Financing to which such Future Financing Notice relatesOffering, 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 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 outstanding principal amount of the Securities, the sum of the number of shares of Common Stock that the other Purchaser(s) were eligible to purchase, if they had exercised their right hereunder. Those Purchasers desiring towritten notice