Common use of Issuance of Warrant; Term Clause in Contracts

Issuance of Warrant; Term. For and in consideration of Harbinger Mezzanine Partners, L.P. making a loan to the Company in an amount of $5,000,000 (the “Loan”) pursuant to the terms of a secured promissory note of even date herewith (the “Note”) and related loan agreement of even date herewith (the “Loan Agreement”), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 shares (“Base Amount”) of the Company’s Class A common stock (the “Common Stock”), which the Company represents to equal 15% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis and assuming exercise of this Warrant, provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9, 2003 825,222 shares, which the Company represents to equal 18% of the shares of the Company’s capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2004 999,320 shares, which the Company represents to equal 21% of the shares of the Company’s capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2005 1,187,162 shares, which the Company represents to equal 24% of the shares of the Company’s capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2006 1,253,115 shares, which the Company represents to equal 25% of the shares of the Company’s capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant

Issuance of Warrant; Term. For and in consideration of Harbinger Mezzanine PartnersEQUITAS, L.P. ------------------------- making a loan to the Company in an amount of Eight Hundred Ninety Thousand and no/100ths Dollars ($5,000,000 (the “Loan”890,000.00) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 147,114 shares (“the "Base Amount”") of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 152.67% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis and assuming exercise of this Warrant, provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9--------------------- -------------------------------------------- March 31, 2003 825,222 2000 173,832 shares, which the Company represents to equal 183.115% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9---------------------- -------------------------------------------- March 31, 2004 999,320 2001 200,825 shares, which the Company represents to equal 213.56% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9---------------------- -------------------------------------------- March 31, 2005 1,187,162 2002 228,410 shares, which the Company represents to equal 244.005% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2006 1,253,115 shares, which the Company represents to equal 25% of the The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the Company’s capital stock outstanding on "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof calculated on a fully diluted basis after exercise of this Warrantuntil April 30, 2003 (the "Expiration Date").

Issuance of Warrant; Term. For and in consideration of Harbinger Mezzanine Partners, L.P. SIRROM CAPITAL CORPORATION making a loan to Factory Card Outlet of America Ltd., an Illinois corporation and wholly owned subsidiary of the Company ("Subsidiary") in an amount of Four Million and no/100ths Dollars ($5,000,000 (the “Loan”4,000,000) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 23,658 shares (“Base Amount”) of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 15equals 2.5% of the shares of capital stock outstanding of the Company on the date hereof, calculated on a fully diluted basis and assuming after exercise of this WarrantWarrant ("Base Amount"), provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9Date Base Amount ---- ----------- April 15, 2003 825,222 shares1997 33,465 shares of Common Stock, which or November 15, 1998 43,477 shares of Common Stock, or November 15, 1999 53,700 shares of Common Stock; and further provided that the Company represents to equal 18% issuance of the Common Stock hereunder is subject to the provisions of Section 3A hereof. The shares of the Company’s capital stock outstanding on the date hereof calculated on a fully diluted basis after Common Stock issuable upon exercise of this Warrant August 9, 2004 999,320 shares, which are hereinafter referred to as the Company represents "Shares." This Warrant shall be exercisable at any time and from time to equal 21% of the shares of the Company’s capital stock outstanding on time from the date hereof calculated on a fully diluted basis after exercise until November 30, 2000. For purposes of this Warrant August 9, 2005 1,187,162 shares, which the Company represents to equal 24% term "fully diluted basis" shall be determined in accordance with generally accepted accounting principles as of the shares of the Company’s capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2006 1,253,115 shares, which the Company represents to equal 25% of the shares of the Company’s capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warranthereof.

Issuance of Warrant; Term. For and in consideration of Harbinger Mezzanine PartnersSIRROM INVESTMENTS, L.P. INC. making a loan to the Company in an amount of One Million Five Hundred Seventy-Five Thousand and no/100ths Dollars ($5,000,000 (the “Loan”1,575,000.00) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 720,000 shares (“Base Amount”) of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 156.69% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis and assuming exercise of this WarrantWarrant ("Base Amount"), provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9---------------------- ----------------------------------------------------- May 7, 2003 825,222 2000 836,328 shares, which the Company represents to equal 187.69% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9May 7, 2004 999,320 2001 955,434 shares, which the Company represents to equal 218.69% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9May 7, 2005 1,187,162 2002 1,077,177 shares, which the Company represents to equal 249.69% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2006 1,253,115 shares, which the Company represents to equal 25% of the The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the Company’s capital stock outstanding on "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof calculated on a fully diluted basis after exercise of this Warrantuntil July 7, 2002.

Issuance of Warrant; Term. For and in consideration of Harbinger Mezzanine Partners, L.P. SIRROM CAPITAL CORPORATION making a loan to the Company in an amount of One Million Six Hundred Thousand and no/100ths Dollars ($5,000,000 (the “Loan”1,600,000.00) pursuant to the terms of a secured promissory note dated June 24, 1997 (the "Note") and a related Loan Agreement dated June 24, 1997 which was amended pursuant to a First Amendment to Loan Agreement and Loan Documents dated of even date herewith (the “Note”) and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 171,698 shares (“Base Amount”) of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 151.875% of the shares of capital stock outstanding of the Company on the date hereof, calculated on a fully diluted basis and assuming after exercise of this Warrant("Base Amount"), provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9-------------------------- ------------------------------------------ June 24, 2003 825,222 shares1999 231,288 shares of Common Stock, which the Company represents to equal 182.526% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise exercise. June 24, 2000 292,176 shares of this Warrant August 9, 2004 999,320 sharesCommon Stock, which the Company represents to equal 213.191% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise exercise. June 24, 2001 354,322 shares of this Warrant August 9, 2005 1,187,162 sharesCommon Stock, which the Company represents to equal 243.870% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise. The shares of Common Stock issuable upon exercise of this Warrant August 9, 2006 1,253,115 shares, which are hereinafter referred to as the Company represents "Shares." This Warrant shall be exercisable at any time and from time to equal 25% of the shares of the Company’s capital stock outstanding on time from the date hereof calculated on a until July 31, 2002. For purposes of this Warrant the term "fully diluted basis after exercise basis" shall be determined in accordance with generally accepted accounting principles as of this Warrantthe date hereof.

Issuance of Warrant; Term. For and in consideration of Harbinger Mezzanine Partners, L.P. SIRROM CAPITAL ------------------------- CORPORATION making a loan to the Company in an amount of Four Million and no/100ths Dollars ($5,000,000 (the “Loan”4,000,000) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 557,490 shares (“Base Amount”) of the Company’s Class A common stock 's Common Stock, Series D (the “"Common Stock”"), which the Company represents to equal 155% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis and assuming exercise of this WarrantWarrant ("Base Amount"), provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT ----------------------- ----------------------------------- August 931, 2003 825,222 1999 676,105 shares, which the Company represents to equal 186% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 931, 2004 999,320 2000 797,270 shares, which the Company represents to equal 217% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 931, 2005 1,187,162 2001 921,070 shares, which the Company represents to equal 248% of the shares of the Company’s Company 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2006 1,253,115 shares, which In the event the Company represents fails to equal 25% either (i) raise and receive an additional One Million Dollars ($1,000,000) of equity, or (ii) prepay One Million Dollars ($1,000,000) in principal amount of the Note, on or prior to August 31, 1998, then the Base Amount automatically shall be increased by 1%. Such increase automatically shall be effective on September 1, 1998, and the number of shares of Common Stock described above shall be increased to reflect such Base Amount. In addition, if such Base Amount is increased, the Company’s capital stock outstanding on number of Shares and the applicable percentages set forth above with respect to the years August 1, 1999, August 1, 2000 and August 1, 2001 shall be increased to 7%, 8% and 9%, respectively, to reflect the increase in such Base Amount. The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof calculated on a fully diluted basis after exercise of this Warrantuntil August 1, 2002.

Issuance of Warrant; Term. For and in consideration of Harbinger Mezzanine Partners, L.P. J. XXXX XXXXX making a loan to the Company in an amount of up to SIXTY-FIVE THOUSAND AND NO/100ths DOLLARS ($5,000,000 (the “Loan”65,000) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 7,025 shares (“Base Amount”) of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 15.16% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis and assuming exercise of this Warrant("Base Amount"), provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9Date Base Amount ---- ----------- September 23, 2003 825,222 1997 9,366 shares, which the Company represents to equal 18.21% of the shares of the Company’s capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9September 23, 2004 999,320 1998 11,708 shares, which the Company represents to equal 21.26% of the shares of the Company’s capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9September 23, 2005 1,187,162 1999 14,049 shares, which the Company represents to equal 24.31% of the shares of the Company’s capital stock outstanding on the date hereof calculated on a fully diluted basis after The shares of Common Stock issuable upon exercise of this Warrant August 9, 2006 1,253,115 shares, which are hereinafter referred to as the Company represents "Shares." This Warrant shall be exercisable at any time and from time to equal 25% of the shares of the Company’s capital stock outstanding on time from the date hereof calculated on a fully diluted basis after exercise until September 30, 1999. However, notwithstanding the foregoing, if the Second Disbursement (as defined in Section 4.2 of this Warrantthe Loan Agreement) is not made, the Base Amount for the initial period shall be reduced to 5,471, and the Base Amount for each subsequent year shall be reduced as follows: Date Base Amount ---- ----------- September 23, 1997 7,294 September 23, 1998 9,118 September 23, 1999 10,942

Issuance of Warrant; Term. For and in consideration of Harbinger Mezzanine PartnersSirrom Investments, L.P. Inc. making a loan to the Company in an amount of One Million Five Hundred Thousand and no/100ths Dollars ($5,000,000 (the “Loan”1,500,000) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 308,982 shares (“Base Amount”) of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 152% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis and assuming exercise of this WarrantWarrant ("Base Amount"), provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9----------------------------- -------------------------------------------- January 1, 2003 825,222 2000 549,124 shares, which the Company represents to equal 183.5% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9January 1, 2004 999,320 2001 796,849 shares, which the Company represents to equal 215.0% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9January 1, 2005 1,187,162 2002 1,052,522 shares, which the Company represents to equal 246.5% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2006 1,253,115 shares, which the Company represents to equal 25% of the The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the Company’s capital stock outstanding on "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof calculated on a fully diluted basis after exercise of this Warrantuntil January 31, 2003. In the event that the Company does not receive an additional $1.5 million in equity capital by June 30, 1998, the Base Amount and the corresponding ratchets for the years 2000, 2001, and 2002 will be increased to 5.0%, 6.5%, 8.0% and 9.5%, respectively.

Issuance of Warrant; Term. For and in consideration of Harbinger Mezzanine Partners, L.P. SIRROM CAPITAL ------------------------- CORPORATION making a loan to the Company in an amount of Four Million Three Hundred Thousand and no/l00ths Dollars ($5,000,000 (the “Loan”4,300,000) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 shares (“Base Amount”) of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents shall be equal to equal 156% of the shares of capital stock outstanding on the date hereofof exercise, calculated on a fully diluted basis and assuming exercise of this WarrantWarrant ("Base Amount"), provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9------------- -------------------------------------------------- June 19, 2003 825,222 shares, 1999 that number of shares which the Company represents shall be equal to equal 188.67% of the shares of the Company’s 's capital stock outstanding on the date hereof of exercise calculated on a fully diluted basis after exercise of this Warrant August 9June 19, 2004 999,320 shares, 2000 that number of shares which the Company represents shall be equal to equal 2111.34% of the shares of the Company’s 's capital stock outstanding on the date hereof of exercise calculated on a fully diluted basis after exercise of this Warrant August 9DATE BASE AMOUNT ------------- -------------------------------------------------- June 19, 2005 1,187,162 shares, 2001 that number of shares which the Company represents shall be equal to equal 2413% of the shares of the Company’s 's capital stock outstanding on the date hereof of exercise calculated on a fully diluted basis after exercise of this Warrant August 9June 19, 2006 1,253,115 shares, 2002 that number of shares which the Company represents shall be equal to equal 2515.67% of the shares of the Company’s 's capital stock outstanding on the date hereof of exercise calculated on a fully diluted basis after exercise of this WarrantWarrant The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the "Shares." This Warrant shall be exercisable at any time and from time to time for the date hereof until July 30, 2002.

Issuance of Warrant; Term. (a) For and in consideration of Harbinger Mezzanine PartnersSIRROM INVESTMENTS, L.P. INC. making a loan to the Company in an amount of One Million and Five Hundred Thousand and no/100ths Dollars ($5,000,000 (the “Loan”1,500,000) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 275,682 shares (“Base Amount”) of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 15equals 13% of the shares of capital stock outstanding of the Company on the date hereof, calculated on a fully diluted basis and assuming after exercise of this Warrant("Base Amount"), provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9below (the "Outstanding Debt Rachets"): Date Base Amount ----------------- -------------------------------- December 11, 2003 825,222 shares2000 306,595 shares of Common Stock, which the Company represents to equal 18equals 14.25% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise exercise. December 11, 2001 338,423 shares of this Warrant August 9, 2004 999,320 sharesCommon Stock, which the Company represents to equal 21equals 15.50% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise exercise. December 11, 2002 371,206 shares of this Warrant August 9, 2005 1,187,162 sharesCommon Stock, which the Company represents to equal 24equals 16.75% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9exercise. and further provided that the initial Base Amount shall be increased to the corresponding number set forth below if the Company's total revenues, 2006 1,253,115 sharesas determined in accordance with generally accepted accounting principles, which consistently applied ("GAAP"), or EBITDA for the Company represents fiscal year ending September 30, 1998 are equal to equal 25or less than the amounts listed below: Actual Revenue for Actual EBITDA for Fiscal Year Ending Fiscal Year Ending September 30, 1998 September 30, 1998 Base Amount ------------------ ------------------ --------------------------- $7,360,000 $740,000 18% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise exercise. $7,450,000 $750,000 17% of the capital stock of the Company on the date hereof calculated on a fully diluted basis after exercise. $7,540,000 $760,000 16% of the capital stock of the Company on the date hereof calculated on a fully diluted basis after exercise. $7,640,000 $770,000 15% of the capital stock of the Company on the date hereof calculated on a fully diluted basis after exercise. $7,730,000 $780,000 14% of the capital stock of the Company on the date hereof calculated on a fully diluted basis after exercise. (b) If the initial Base Amount is increased because the Company's revenues or EBITDA are equal to or less than the amounts set forth above, the Outstanding Debt Rachets shall be adjusted to increase the adjusted initial Base Amount by 1% for each year the Note remains outstanding beyond December ___, 2000. (By way of illustration, if the initial Base Amount is adjusted to 18% because the Company's EBITDA for 1998 was $740,000 or less or because the Company's revenues for 1998 were $7,360,000 or less, the Outstanding Debt Rachets for 2000, 2001, and 2002 shall 19.25%, 20.50% and 21.75% of the capital stock of the Company on the date hereof, calculated on a fully diluted basis after exercise, respectively). (c) For purposes of this Agreement, the term "EBITDA" shall mean net income plus interest expense plus income taxes plus depreciation expenses plus amortization expenses plus any non-cash expense or amortization incurred in connection with this Warrant, all determined in accordance with GAAP.

Issuance of Warrant; Term. For and in consideration of Harbinger Mezzanine Partners, L.P. FINOVA MEZZANINE CAPITAL INC. making a loan to the Company in an amount of Four Million and no/100ths Dollars ($5,000,000 (the “Loan”4,000,000) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 915,000 shares (“the "Base Amount”") of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 157.41% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis and assuming exercise of this Warrant, provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9------------------ ------------------------------------------ September 30, 2003 825,222 2002 1,015,000 shares, which the Company represents to equal 188.16% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9September 30, 2004 999,320 2003 1,115,000 shares, which the Company represents to equal 218.89% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9September 30, 2005 1,187,162 2004 1,215,000 shares, which the Company represents to equal 249.61% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2006 1,253,115 shares, which the Company represents to equal 25% of the The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the Company’s capital stock outstanding on "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof calculated on a fully diluted basis after exercise of this Warrantuntil October 31, 2004 (the "Expiration Date").

Issuance of Warrant; Term. (a) For and in consideration of Harbinger Mezzanine Partners, L.P. SIRROM CAPITAL CORPORATION making a loan to the Company in an amount of One Million Seven Hundred Fifty Thousand and no/100ths Dollars, ($5,000,000 (the “Loan”1,750,000.00) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement dated June 24, 1997, as amended pursuant to a First Amendment to Loan Agreement and Loan Documents of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 186,836 shares (“Base Amount”) of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 15equals 2% of the shares of capital stock outstanding of the Company on the date hereof, calculated on a fully diluted basis and assuming after exercise of this Warrant("Base Amount"), provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9---------------------- ----------------------------------- June 24, 2003 825,222 shares2000 283,143 shares of Common Stock, which the Company represents to equal 18equals 3% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise exercise. June 24, 2001 381,456 shares of this Warrant August 9, 2004 999,320 sharesCommon Stock, which the Company company represents to equal 21equals 4% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise exercise. June 24, 2002 481,839 shares of this Warrant August 9, 2005 1,187,162 sharesCommon Stock, which the Company represents to equal 24equals 5% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise exercise. (b) Notwithstanding the foregoing, if Borrower pays in full the indebtedness represented by the Note on or before November 30, 1998, the Base Amount shall be reduced to 92,474 shares of this Warrant August 9, 2006 1,253,115 shares, Common Stock which the Company represents to equal 25equals 1% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise. (c) Notwithstanding the foregoing, if Borrower pays in full all indebtedness represented by the Note on or before March 31, 1999, the Base Amount shall be reduced to 139,415 shares of Common Stock which the Company represents equals 1.5% of the capital stock of the Company on the date hereof calculated on a fully diluted basis after exercise. (d) The shares of Common Stock issuable upon exercise of this WarrantWarrant are hereinafter referred to as the "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof until July 31, 2002. For purposes of this Warrant the term "fully diluted basis" shall be determined in accordance with generally accepted accounting principles as of the date hereof.

Issuance of Warrant; Term. (a) For and in consideration of Harbinger Mezzanine PartnersSIRROM INVESTMENTS, L.P. INC. making a loan to the Company in an amount of Three Million and no/100ths Dollars ($5,000,000 (the “Loan”3,000,000) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 6,657,895 shares (“"Base Amount”") of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 1514% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis and assuming exercise of this Warrant, provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: below (the "Outstanding Debt Ratchets"): DATE BASE AMOUNT August 9---------------------------- ------------------------------------- November ___, 2003 825,222 2001 7,502,092 shares, which the Company represents to equal 1815.5% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9November ___, 2004 999,320 2002 8,376,801 shares, which the Company represents to equal 2117.0% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9November ___, 2005 1,187,162 2003 9,283,709 shares, which the Company represents to equal 2418.5% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant (b) further provided that in the event that the Company's EBITDA (as hereinafter defined) for the fiscal year ending March 31, 1999 is less than $1,200,000, the initial Base Amount shall be increased to 8,977,720 shares, which the Company represents to equal 18% of the Company's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9(the "EBITDA Ratchet"). If the initial Base Amount is increased to 18% as set forth above because the Company's EBITDA for the fiscal year ending March 31, 2006 1,253,115 shares1999 is less than $1,200,000 then the Outstanding Debt Ratchets shall be adjusted to increase the adjusted Base Amount by 1.5% per year if any portion of the indebtedness evidenced by the Note is outstanding beyond November ___, which 2001, November ___, 2002 or November ___, 2003. By way of illustration, if the initial Base Amount is increased to 18% because the Company's EBITDA for the fiscal year ending March 31,1999 is less than $1,200,000 than the Outstanding Debt Ratchets for November ___, 2001, November ___, 2002 and November ___,2003 shall be 19.5%, 21.0% and 22.5%, respectively. (c) If the Company represents to equal 25% repays all or part of the shares principal portion of the Company’s capital stock indebtedness evidenced by the Note prior to the maturity date of the Note, any subsequent adjustments to the Base Amount then in effect for Outstanding Debt Ratchets shall be reduced in proportion to the percentage of the principal portion of the indebtedness that is repaid. By way of illustration, if Holder is entitled to have the initial Base Amount increased by 1.5% on November ___, 2001 because all or part of the principal portion of the indebtedness evidenced by the Note is outstanding on and the date hereof calculated on a fully diluted basis after exercise Company repays $1,500,000 of principal due under the Note prior to November ___, 2001, the Base Amount then in effect would only increase by .75% as the result of an Outstanding Debt Ratchet adjustments and future Outstanding Debt Ratchets adjustments would be decreased proportionately. (d) For purposes of this WarrantAgreement, the term "EBITDA" shall mean net income PLUS income taxes PLUS interest expense PLUS depreciation expenses PLUS amortization expenses, all determined in accordance with generally accepted accounting principles, all as set forth in the Company's audited financial statements.

Issuance of Warrant; Term. For and in consideration of Harbinger Mezzanine Partners, L.P. SIRROM CAPITAL CORPORATION making a loan to the Company in an the amount of Two Million and no/l00ths Dollars $5,000,000 (the “Loan”2,000,000) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 21,449 shares (“Base Amount”) of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 153.25% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis and assuming exercise of this WarrantWarrant ("Base Amount"), provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9----------------- ----------------------------------------- June 30, 2003 825,222 2000 30,087 shares, which the Company represents to equal 184.5% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9June 30, 2004 999,320 2001 38,955 shares, which the Company represents to equal 215.75% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9June 30, 2005 1,187,162 2002 48,061 shares, which the Company represents to equal 247% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2006 1,253,115 shares, which the Company represents to equal 25% For purposes of the foregoing paragraph, "shares outstanding on a fully diluted basis" constitutes a total of the Company’s capital 638,528 shares (i.e. 576,327 outstanding shares and 62,201 shares issuable pursuant to vested options) shall not include employee stock options outstanding on the date hereof calculated in favor of current or former employees of the Company that are not vested on a fully diluted basis after the date hereof or that expire on or before June 30, 1997. The shares of Common Stock issuable upon exercise of this WarrantWarrant are hereinafter referred to as the "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof until July , 2002, and if not exercised or "put" back to the Company pursuant to Section 9 hereof by such date, it shall be deemed to have expired, and thereafter shall be null and void in all respects.

Issuance of Warrant; Term. (a) For and in consideration of Harbinger Mezzanine PartnersSIRROM INVESTMENTS, L.P. INC. making a loan to the Company in an amount of Three Million and no/100ths Dollars ($5,000,000 (the “Loan”3,000,000) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 260,192 shares (“Base Amount”) of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 15equals 4% of the shares of capital stock outstanding of the Company on the date hereof, calculated on a fully diluted basis and assuming exercise of this Warrant("Base Amount") including the Base Amount, provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9below (the "Outstanding Debt Rachets"): Date Base Amount --------------------------------------------- March 6, 2003 825,222 shares2001 398,592 shares of Common Stock, which the Company represents to equal 18equals 6% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise including the Base Amount. March 6, 2002 543,010 shares of this Warrant August 9, 2004 999,320 sharesCommon Stock, which the Company represents to equal 21equals 8% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise including the Base Amount. Date Base Amount --------------------------------------------------- March 6, 2003 693,846 shares of this Warrant August 9, 2005 1,187,162 sharesCommon Stock, which the Company represents to equal 24equals 10% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise including the Base Amount. and further provided that the initial Base Amount shall be increased to the corresponding number as set forth below based upon the Company's actual EBITDA for 1998 as a percentage of this Warrant August 9, 2006 1,253,115 sharesthe Company's budget for EBITDA for 1998: Actual EBITDA as a Base Amount Percentage of Budget ---------------------------------------------------- 75% to 100% 260,192 shares of Common Stock, which the Company represents to equal 25equals 4% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise including the Base Amount. Below 75% but 470,025 shares of Common greater than or Stock, which the Company equal to 50% represents equals 7% of the capital stock of the Company on the date hereof calculated on a fully diluted basis including the Base Amount. Below 50% 693,846 shares of Common Stock, which the Company represents equals 10% of the capital stock of the Company on the date hereof calculated on a fully diluted basis including the Base Amount. If the initial Base Amount is increased as set forth above, the Outstanding Debt Rachets shall be adjusted to increase the adjusted initial Base Amount by 2% for each year the Note remains outstanding beyond March 6, 2001 (by way of illustration, if the initial Base Amount is adjusted to 7% because the Company's actual EBITDA for 1998 is 70% of the 1998 budgeted amount, the Outstanding Debt Rachets for 2001, 2002, and 2003 shall be 9%, 11%, and 13%, respectively, of the total capital stock of the Company. (b) For purposes of this WarrantAgreement, the term "EBITDA" shall mean net income plus interest expense plus income taxes plus depreciation expenses ---- ---- ---- plus amortization expenses, all determined in accordance with generally ---- accepted accounting principles.

Issuance of Warrant; Term. For and in consideration of Harbinger Mezzanine Partners, L.P. SIRROM CAPITAL ------------------------- CORPORATION making a loan to the Company in an amount of One Million Six Hundred Ten Thousand and no/100ths Dollars ($5,000,000 (the “Loan”1,610,000.00) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 183,853 shares (“the "Base Amount”") of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 153.33% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis and assuming exercise of this Warrant, provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9---------------------------------------------------------------------------------- March 31, 2003 825,222 2000 216,802 shares, which the Company represents to equal 183.885% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9---------------------------------------------------------------------------------- March 31, 2004 999,320 2001 269,702 shares, which the Company represents to equal 214.94% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9---------------------------------------------------------------------------------- March 31, 2005 1,187,162 2002 360,495 shares, which the Company represents to equal 246.495% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2006 1,253,115 shares, which the Company represents to equal 25% of the ---------------------------------------------------------------------------------- The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the Company’s capital stock outstanding on "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof calculated on a fully diluted basis after exercise of this Warrantuntil April 30, 2003 (the "Expiration Date").

Issuance of Warrant; Term. (a) For and in consideration of Harbinger Mezzanine PartnersSIRROM INVESTMENTS, L.P. INC. making a loan to the Company in an amount of Three Million and no/100ths Dollars ($5,000,000 (the “Loan”3,000,000) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 6,657,895 shares (“"Base Amount”") of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 1514% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis and assuming exercise of this Warrant, provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: below (the "Outstanding Debt Ratchets"): DATE BASE AMOUNT August 9--------------------------------- ------------------------------------------------ November ___, 2003 825,222 2001 7,502,092 shares, which the Company represents to equal 1815.5% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9November ___, 2004 999,320 2002 8,376,801 shares, which the Company represents to equal 2117.0% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9November ___, 2005 1,187,162 2003 9,283,709 shares, which the Company represents to equal 2418.5% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant (b) further provided that in the event that the Company's EBITDA (as hereinafter defined) for the fiscal year ending March 31, 1999 is less than $1,200,000, the initial Base Amount shall be increased to 8,977,720 shares, which the Company represents to equal 18% of the Company's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9(the "EBITDA Ratchet"). If the initial Base Amount is increased to 18% as set forth above because the Company's EBITDA for the fiscal year ending March 31, 2006 1,253,115 shares1999 is less than $1,200,000 then the Outstanding Debt Ratchets shall be adjusted to increase the adjusted Base Amount by 1.5% per year if any portion of the indebtedness evidenced by the Note is outstanding beyond November ___, which 2001, November ___, 2002 or November ___, 2003. By way of illustration, if the initial Base Amount is increased to 18% because the Company's EBITDA for the fiscal year ending March 31,1999 is less than $1,200,000 than the Outstanding Debt Ratchets for November ___, 2001, November ___, 2002 and November ___,2003 shall be 19.5%, 21.0% and 22.5%, respectively. (c) If the Company represents to equal 25% repays all or part of the shares principal portion of the Company’s capital stock indebtedness evidenced by the Note prior to the maturity date of the Note, any subsequent adjustments to the Base Amount then in effect for Outstanding Debt Ratchets shall be reduced in proportion to the percentage of the principal portion of the indebtedness that is repaid. By way of illustration, if Holder is entitled to have the initial Base Amount increased by 1.5% on November ___, 2001 because all or part of the principal portion of the indebtedness evidenced by the Note is outstanding on and the date hereof calculated on a fully diluted basis after exercise Company repays $1,500,000 of principal due under the Note prior to November ___, 2001, the Base Amount then in effect would only increase by .75% as the result of an Outstanding Debt Ratchet adjustments and future Outstanding Debt Ratchets adjustments would be decreased proportionately. (d) For purposes of this WarrantAgreement, the term "EBITDA" shall mean net income PLUS income taxes PLUS interest expense PLUS depreciation expenses PLUS amortization expenses, all determined in accordance with generally accepted accounting principles, all as set forth in the Company's audited financial statements.

Issuance of Warrant; Term. (a) For and in consideration of Harbinger Mezzanine Partners, L.P. SIRROM CAPITAL CORPORATION making a loan to the Company in an amount of Six Million and no/100ths Dollars ($5,000,000 (the “Loan”6,000,000) pursuant to the terms of a one or more secured promissory note of even date herewith notes (collectively the “"Note”") and related loan agreement of even date herewith (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 119,891 shares (“"Base Amount”") of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 151.5% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis and assuming exercise of this Warrant, provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: below (the "Outstanding Debt Rachets"): DATE BASE AMOUNT August 9---------------------------------------- ---------------------------------------------------- May 29, 2003 825,222 2001 160,670 shares, which the Company represents to equal 182.0% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9May 29, 2004 999,320 2002 201,868 shares, which the Company represents to equal 212.5% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9May 29, 2005 1,187,162 2003 243,491 shares, which the Company represents to equal 243.0% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise of this Warrant August 9, 2006 1,253,115 and further provided that the initial Base Amount shall be increased to 569,885 shares, which the Company represents to equal 25equals 6.75% of the shares of the Company’s 's capital stock outstanding on the date hereof calculated on a fully diluted basis after exercise in the event the Company does not complete a bona fide underwritten secondary public offering with net proceeds to the Company of at least $15,000,000 by May 29, 1999. If the initial Base Amount is increased as set forth above, the Outstanding Debt Rachets shall be adjusted to increase the adjusted initial Base Amount by .5% for each year the Note remains outstanding beyond May 29, 2001. By way of illustration, if the initial Base Amount adjusted to 6.75% because the Company does not complete a bona fide underwritten secondary public offering with net proceeds to the Company of at least $15,000,000 by May 29, 1999, the Outstanding Debt Rachets for 2001, 2002, and 2003 shall be 7.25%, 7.75%, and 8.25%, respectively. (b) The shares of Common Stock issuable upon exercise of this WarrantWarrant are hereinafter referred to as the "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof until July 31, 2003 (the "Expiration Date").

Issuance of Warrant; Term. (a) For and in consideration of Harbinger Mezzanine PartnersSIRROM INVESTMENTS, L.P. INC. making a an additional loan to the Company in an amount of Two Million and no/100ths Dollars ($5,000,000 (the “Loan”2,000,000) pursuant to the terms of a secured promissory note of even date herewith (the “"Note”") and related loan agreement of even date herewith dated March 6, 1998, as now or hereafter amended, (the “"Loan Agreement”"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 663,414 157,207 shares (“Base Amount”) of the Company’s Class A 's common stock (the “"Common Stock”"), which the Company represents to equal 15equals 2% of the shares of capital stock outstanding of the Company on the date hereof, calculated on a fully diluted basis and assuming exercise of this Warrant("Base Amount") including the Base Amount, provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: DATE BASE AMOUNT August 9below (the "Outstanding Debt Rachets"): Date Base Amount ------------------------------- --------------------------------------------- February 2, 2003 825,222 shares2001 320,964 shares of Common Stock, which the Company represents to equal 18equals 4% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise including the Base Amount. February 2, 2002 491,690 shares of this Warrant August 9, 2004 999,320 sharesCommon Stock, which the Company represents to equal 21equals 6% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise including the Base Amount. February 2, 2003 669,839 shares of this Warrant August 9, 2005 1,187,162 sharesCommon Stock, which the Company represents to equal 24equals 8% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after exercise including the Base Amount. and further provided that if the Company repays the the Notes in full by July 31, 1999, the initial Base Amount shall be decreased to 77,810 shares of this Warrant August 9, 2006 1,253,115 sharesCommon Stock, which the Company represents to equal 25equals 1% of the shares capital stock of the Company’s capital stock outstanding Company on the date hereof calculated on a fully diluted basis after including the Base Amount. As disclosed in a schedule of shareholders provided to Holder, the foregoing calculation is based upon the assumption that certain outstanding shares currently in escrow will be cancelled according to a contractual arrangement. The actual cancellation cannot occur until the Company's audited financials for 1998 are available. If the contractual adjustment is other than as described on the referenced schedule, the Base Amount and the other amounts of shares of Common Stock specified above shall be adjusted accordingly. (b) The shares of Common Stock issuable upon exercise of this WarrantWarrant are hereinafter referred to as the "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof until April 30, 2003. For purposes of this Warrant the term "fully diluted basis" shall be determined in accordance with generally accepted accounting principles as of the date hereof.