Common use of Major Transactions Clause in Contracts

Major Transactions. In the event of a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), then the holder of this Warrant may, at its option, either (a) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal to the greater of, as determined in the sole discretion of the Holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise feature hereof) would have been entitled upon such Major Transaction had the Holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price (as defined in the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, shall cause the issuer of any security in such transaction to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement.

Major Transactions. In the event of a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), then the holder of this Warrant may, at its option, either (a) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal to the greater of, as determined in the sole discretion of the Holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise feature hereof) would have been entitled upon such Major Transaction had the Holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price (as defined in the DebenturesDebenture) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, shall cause the issuer of any security in such transaction to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures Debenture and the Registration Rights Agreement.

Major Transactions. In the event of a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "“Major Transaction"”), then the holder of this Warrant may, Company will give the Holder at its option, either least ten (a10) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal Trading Days’ written notice prior to the greater of, as determined in the sole discretion earlier of the Holder, (i) the number closing or effectiveness of such Major Transaction and (ii) the record date for the receipt of such shares of stock or securities or property other assets, and the Holder shall be permitted to either (x) require the Company to repurchase this Warrant for cash in an amount equal to the value of this Warrant calculated pursuant to the Black-Scholes pricing model or (y) exercise this Warrant in whole or in part at any time prior to, on or after the record date for the receipt of such consideration and shall be entitled to receive, in lieu of the Companyshares of Common Stock otherwise issuable upon exercise of this Warrant, such shares of stock, securities and/or other assets as would have been issued or of the entity resulting from payable upon such Major Transaction (the "Major Transaction Consideration"), with respect to which a holder of or in exchange for the number of shares of Common Stock delivered which would have been issuable upon the exercise of this Warrant (pursuant to the Cashless Exercise feature hereof) would have been entitled upon had such Major Transaction had the Holder so exercised this Warrant not taken place (without regard giving effect to any limitations on such exercise herein contained in this Warrant or elsewhere contained) on the Trading Date immediately preceding Securities Purchase Agreement). If and to the public announcement of the transaction resulting in such Major Transaction and had extent that the Holder been retains this Warrant or any portion hereof following such record date, the holder Company will cause the surviving or, in the event of record a sale of such Common Stock at the time of the consummation of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume by written instrument (in form and (iisubstance reasonably satisfactory to the Holder) cash paid by the obligations of the Company in immediately available funds in an amount equal with respect to this Warrant, with such adjustments to the product Exercise Price and the securities covered hereby as may be necessary in order to preserve the economic benefits of the (x) Market Price (as defined in the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of this Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, shall cause the issuer of any security in such transaction to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights AgreementHolder.

Major Transactions. In If the event of Company shall consolidate or merge with any other corporation or entity (other than a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption merger in which the Company is the surviving or other similar event, as a result of which shares of continuing entity and its capital stock is unchanged and unissued in such transaction (except for Common Stock constituting less than twenty percent (20%) of the Company's Common Stock then outstanding)) or any subsidiary of the Company shall be changed into a party to a merger or consolidation or other extraordinary transaction and the same Company issues twenty percent (20%) or a different number more of its Common Stock in any such merger, consolidation or other transaction or there shall occur any share exchange pursuant to which all of the outstanding shares of the same or another class or classes of stock or Common Stock are converted into other securities or other assets property or any reclassification or change of the Company or another entity or the Company shall sell all or substantially all outstanding shares of its assets Common Stock (each of the foregoing being a "Major TransactionMAJOR TRANSACTION"), then the holder of this Warrant mayWarrantholder may thereafter, at its option, be entitled, at its election, either to (a) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this its Warrant and this the Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder)Warrant, equal to the greater of, as determined in the sole discretion of the Holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction ConsiderationMAJOR TRANSACTION CONSIDERATION"), to which a holder of the number of shares of Class B Common Stock delivered upon the exercise of this the Warrant (pursuant to the Cashless Exercise feature hereof) would have been entitled upon such Major Transaction had the Holder so Warrantholder exercised this the Warrant (without regard to any limitations on exercise herein conversion or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had such Class B Common Stock been issued and outstanding and had the Holder Warrantholder been the holder of record of such Class B Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price (as defined in the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, Transaction; and shall cause the issuer of any security in such transaction which constitutes Registrable Securities under the Registration Rights Agreement to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement. No sooner than ten Business Days nor later than five Business Days prior to the consummation of the Major Transaction, but not prior to the public announcement of such Major Transaction, the Company shall deliver written notice ("NOTICE OF MAJOR TRANSACTION") to the Warrantholder, which Notice of Major Transaction shall be deemed to have been delivered one Business Day after the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Major Transaction Consideration which the Warrantholder would receive under this Section. If the Major Transaction Consideration does not consist entirely of United States currency, such holder may elect to receive United States currency in an amount equal to the value of the Major Transaction Consideration in lieu of the Major Transaction Consideration by delivering notice of such election to the Company within five Business Days of such holder's receipt of the Notice of Major Transaction.

Major Transactions. In If the event of Company shall consolidate or merge with any other corporation or entity (other than a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption merger in which the Company is the surviving or other similar event, as a result of which shares of continuing entity and its capital stock is unchanged and unissued in such transaction (except for Common Stock constituting less than twenty percent (20%) of the Company's Common Stock then outstanding)) or any subsidiary of the Company shall be changed into a party to a merger or consolidation or other extraordinary transaction and the same Company issues twenty percent (20%) or a different number more of its Common Stock in any such merger, consolidation or other transaction or there shall occur any share exchange pursuant to which all of the outstanding shares of the same or another class or classes of stock or Common Stock are converted into other securities or other assets property or any reclassification or change of the Company or another entity or the Company shall sell all or substantially all outstanding shares of its assets Common Stock (each of the foregoing being a "Major TransactionMAJOR TRANSACTION"), then the holder of this Warrant mayWarrantholder may thereafter, at its option, be entitled, at its election, either to (a) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this its Warrant and this the Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder)Warrant, equal to the greater of, as determined in the sole discretion of the HolderWarrantholder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction ConsiderationMAJOR TRANSACTION CONSIDERATION"), to which a holder of the number of shares of Common Stock delivered upon the exercise of this the Warrant (pursuant to the Cashless Exercise feature hereof) would have been entitled upon such Major Transaction had the Holder so Warrantholder exercised this the Warrant (without regard to any limitations on exercise herein conversion or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had such Common Stock been issued and outstanding and had the Holder Warrantholder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds funds, in an amount equal to the product one hundred and twenty-five percent (125%) of the (x) Market Price (as defined in Black-Scholes Amount times the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of shares of Common Stock for which this Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date was exercisable (without regard to any limitations on exercise herein contained), ; and the Company shall make lawful provision for the foregoing as a part of such Major Transaction. No sooner than ten Business Days nor later than five Business Days prior to the consummation of the Major Transaction, but not prior to the public announcement of such Major Transaction, the Company shall deliver written notice ("NOTICE OF MAJOR TRANSACTION") to the Warrantholder, which Notice of Major Transaction and, in the case of (i) above, shall cause the issuer of any security in such transaction be deemed to assume all of have been delivered one Business Day after the Company's obligations sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Major Transaction Consideration which the Warrantholder would receive under this Section. If the Securities Purchase AgreementMajor Transaction Consideration does not consist entirely of United States currency, such holder may elect to receive United States currency in an amount equal to the Debentures and value of the Registration Rights AgreementMajor Transaction Consideration in lieu of the Major Transaction Consideration by delivering notice of such election to the Company within five Business Days of such holder's receipt of the Notice of Major Transaction.

Major Transactions. In the event of a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "“Major Transaction"”), then the holder Company will give the Holder at least twenty (20) days’ prior written notice of this Warrant maythe closing of such Major Transaction, at its option, either and: (ai) in the event that the Common Stock remains outstanding or holders of Common Stock receive consideration consisting of any combination of cash, common stock or substantially other assets (the “Major Transaction Consideration”) that has a value per share of Common Stock that is less than $32.50 (as adjusted for stock splits, stock dividends and similar equity interestevents) (the “Major Transaction Threshold”), in each of the foregoing cases which is publicly traded, retain Holder shall be permitted to exercise this Warrant and this Warrant shall continue to apply to such Common Stock in whole or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of part at any exercise price hereunder), equal time prior to the greater of, as determined in the sole discretion closing of the Holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (and shall be entitled to receive, for each share of Common Stock issued or issuable to the "Major Transaction Consideration")Holder pursuant to any such exercise, the same per share consideration payable with respect to which a holder of the number of all other shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise feature hereof) would have been entitled upon such Major Transaction had the Holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the Holder been the holder of record of such Common Stock at the time of the consummation of connection with such Major Transaction, and (ii) cash paid by in the event that the Holder retains any portion of this Warrant following such closing, the Company in immediately available funds in an amount equal to will cause the product of the (x) Market Price (as defined surviving or, in the Debentures) calculated event of a sale of assets, purchasing entity, as of the date of the public announcement of the transaction resulting in a condition precedent to such Major Transaction, and (y) to assume the maximum number obligations of Warrant Shares issuable the Company under this Warrant, with such adjustments to the Holder upon a Cashless Exercise Price and the securities covered hereby as may be necessary in order to preserve the economic benefits of this Warrant to the Holder; provided, however, that if the value per share of the Major Transaction Consideration is equal to or greater than the Major Transaction Threshold, this Warrant shall expire as to the unexercised portion of this Warrant at the time of such date (without regard to any limitations on exercise herein contained), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, shall cause the issuer of any security in such transaction to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreementclosing.

Major Transactions. In If the event Company shall consolidate or merge with any other corporation or entity (other than a consolidation or merger in which the Company is the surviving or continuing entity and its capital stock is unchanged and unissued in such transaction (except for issuances which do not exceed fifty percent (50%) of a merger, consolidation, business combination, tender offer, the Common Stock)) or there shall occur any share exchange pursuant to which all of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock are converted into other securities or property or any such other reclassification or change of the Company shall be changed into the same or a different number of outstanding shares of the same or another class or classes of stock or securities or other assets of the Company or another entity Common Stock or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major TransactionMAJOR TRANSACTION"), then the holder of this Warrant may, at its option, either (a) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal to the greater of, as determined in the sole discretion of the Holdersuch holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction ConsiderationMAJOR TRANSACTION CONSIDERATION"), to which a holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise cashless exercise feature hereof) would have been entitled upon such Major Transaction had the Holder such holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price Black-Scholes Amount (as defined in herein) times the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of shares of Common Stock for which this Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date was exercisable (without regard to any limitations on exercise herein containedcontained and assuming payment of the exercise payment in cash hereunder), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, and shall cause the issuer of any security in such transaction to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement. Notwithstanding the foregoing, this Section 6(e) shall not apply to a Major Transaction if the securities ("Exchange Securities") of the surviving entity of such Major Transaction are publicly traded and (a) the average trading volume of the Exchange Securities during the one hundred eighty (180) day period ending on the date which such Major Transaction is publicly disclosed is greater than two million dollars ($2,000,000), (b) the historical one hundred (100) day volatility of the Exchange Securities during the period ending on the date on which such transaction is publicly disclosed is greater than sixty percent (60%), and (c) the market capitalization of the issuer of the Exchange Securities on such date is not less than one hundred fifty million dollars ($150,000,000). The "BLACK-SCHOLES AMOUNT" shall be the amount determined by calculating the "Black-Scholes" value of an option to purchase one share of Common Stock on the applicable page on the Bloomberg online page, using the following variable values: (i) the current market price of the Common Stock equal to the closing trade price on the last trading day before the date of the Notice of the Major Transaction; (ii) volatility of the Common Stock equal to the volatility of the Common Stock during the 100 trading day period preceding the date of the Major Transaction; (iii) a risk free rate equal to the interest rate on the United States treasury xxxx or treasury note with a maturity corresponding to the remaining term of this Warrant on the date of the Notice of the Major Transaction; and (iv) an exercise price equal to the Exercise Price on the date of the Notice of the Major Transaction. In the event such calculation function is no longer available utilizing the Bloomberg online page, the Holder shall calculate such amount in its sole discretion using the closest available alternative mechanism and variable values to those available utilizing the Bloomberg online page for such calculation function.

Major Transactions. In (i) If the event of a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption Company shall consolidate with or other similar event, as a result of which merge into any corporation or reclassify its outstanding shares of Common Stock (other than by way of subdivision or reduction of such shares), or if there shall occur any share exchange pursuant to which all of the Company outstanding shares of Common Stock are converted into other securities or property, then each holder of a Warrant shall thereafter be changed into entitled to receive consideration, in exchange for such Warrant, equal to the greater of, as determined in the sole discretion of such holder: (x) a warrant to purchase (at the same or a different aggregate exercise price and on the same terms and conditions as the Warrant surrendered) the number of shares of the same or another class or classes of stock or securities or other assets property of the Company, or of the entity resulting from such transaction, to which a holder of the number of shares of Common Stock delivered upon exercise of such Warrant would have been entitled upon such transaction had the holder of such Warrant exercised (without regard to any limitations on exercise herein contained) the Warrant on the trading date immediately preceding the public announcement of such transaction and had such Common Stock been issued and outstanding and had such holder been the holder of record of such Common Stock at the time of such transaction, and the Company shall make lawful provision therefor as a part of such consolidation, merger or another entity reclassification; and (y) cash paid by the Company in immediately available funds, in an amount equal to the Black-Scholes Amount (as defined herein) times the number of shares of Common Stock for which this Warrant was exercisable (without regard to any limitations on exercise herein contained) on the date immediately preceding the date of such transaction. (ii) If, in connection with a business acquisition or a series of business acquisitions occurring within any six (6) month period, the Company shall issue capital stock representing in excess of twenty percent (20%) of its Common Stock outstanding immediately prior to such issuance (determined on a fully-diluted basis), or if the Company shall sell all or substantially all of its assets assets, then each Holder of a Warrant shall, at the option of each such Holder, be entitled to receive consideration, in exchange for such Warrant held by it, in cash paid by the Company from immediately available funds, in an amount equal to the Black-Scholes Amount times the number of shares of Common Stock for which this Warrant was exercisable (each without regard to any limitations on exercise herein contained) on the date immediately preceding the date of such transaction. (iii) No sooner than ten (10) days nor later than five (5) days prior to the consummation of any transaction of a sort described in paragraphs (i) or (ii) above, but not prior to the public announcement of any such transaction, the Company shall deliver written notice (“Notice of Major Transaction”) to the Holder of this Warrant, which Notice of Major Transaction shall be deemed to have been delivered one (1) business day following the Company’s sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the foregoing being a "consideration which the Holder would receive under clause (i) of this Section 4(e). For purposes of this Section 4(e), the “Black-Scholes Amount” shall be an amount determined by calculating the “Black-Scholes” value of an option to purchase one share of Common Stock on the applicable page on the Bloomberg online page, using the following variable values: (i) the current market price of the Common Stock equal to the closing trade price on the last trading day before the date of the Notice of the Major Transaction"), then ; (ii) volatility of the holder Common Stock equal to the volatility of the common Stock during the 100 trading day period preceding the date of the Notice of the Major Transaction; (iii) a risk free rate equal to the interest rate on the United States treasury xxxx or treasury note with a maturity corresponding to the remaining term of this Warrant may, at its option, either on the date of the Notice of the Major Transaction; and (aiv) in an exercise price equal to the Exercise Price on the date of the Notice of the Major Transaction. In the event that such calculation function is no longer available utilizing the Bloomberg online page, the Holder shall calculate such amount in its sole discretion using the closest available alternative mechanism and variable values to those available utilizing the Bloomberg online page for such calculation function. (iv) Notwithstanding anything in this Section 4(e) which may be to the contrary, if following a transaction which triggers the applicability of paragraphs (i) or (ii), the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, each Holder may, at its option in lieu of receiving the consideration set forth in paragraphs (i) or (ii) above, as applicable, retain this Warrant its Warrants and this Warrant such Warrants shall continue to apply to such Common Stock common stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal to the greater of, as determined in the sole discretion of the Holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise feature hereof) would have been entitled upon such Major Transaction had the Holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price (as defined in the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, shall cause the issuer of any security in such transaction to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement.

Major Transactions. In the event of a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets (including, without limitation, cash) of the Company or another entity (other than any exchange of shares, recapitalization, reorganization, redemption or other similar event that does not result in a change in the identity, percentage ownership or relative rights of the stockholders of the Company), or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), then the holder of this Warrant may, Company will give the Holder at its option, either least twenty (a20) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal Trading Days written notice prior to the greater of, as determined in the sole discretion earlier of the Holder, (ix) the number closing or effectiveness of such Major Transaction and (y) the record date for the receipt of such shares of stock or securities or property other assets. In the event of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise feature hereof) would have been entitled upon such Major Transaction had the Holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and the Holder shall be permitted (iibut shall not be required) cash paid by to either (i) require the Company in immediately available funds in to repurchase this Warrant for an amount equal to the product value of this Warrant calculated pursuant to the Black-Scholes pricing model (xwith a maximum volatility of 100%) Market Price or (as defined ii) exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share of Common Stock issuable to Holder upon such exercise, the same per share consideration payable to the other holders of Common Stock in connection with such Major Transaction. If and to the extent that the Holder retains any portion of this Warrant following such record date, the Company will cause the surviving or, in the Debentures) calculated event of a sale of assets, purchasing entity, as of the date of the public announcement of the transaction resulting in a condition precedent to such Major Transaction, and (y) to assume the maximum number obligations of Warrant Shares issuable the Company under this Warrant, with such adjustments to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), Price and the Company shall make lawful provision for securities covered hereby as may be necessary in order to preserve the foregoing as a part economic benefits of such Major Transaction and, in this Warrant to the case of (i) above, shall cause the issuer of any security in such transaction to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights AgreementHolder.

Major Transactions. In the event of a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), then the holder of this Warrant may, at its option, either (a) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal to the greater of, as determined in the sole discretion of the Holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise feature hereof) would have been entitled upon such Major Transaction had the Holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price (as defined in the DebenturesDebenture) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, shall cause the issuer of any security in such transaction to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights AgreementTransaction.

Major Transactions. In If the event Company shall consolidate or merge with any other corporation or entity (other than a merger in which the Company is the surviving or continuing entity and its capital stock is unchanged in such transaction) or there shall occur any share exchange pursuant to which all of a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock of the Company shall be changed are converted into the same or a different number of shares of the same or another class or classes of stock or other securities or other assets of the Company or another entity property or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), then the holder initial Holder of this Warrant (and only the initial Holder of this Warrant) may, at its option, either (a) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal to the greater of, as determined in the sole discretion of the Holder, such holder: (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise feature hereof) would have been entitled upon such Major Transaction had the Holder such holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had such Common Stock been issued and outstanding, less the shares necessary to satisfy the Exercise Price, calculated based on the price per share of Common Stock determined in the Major Transaction, and had such initial Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and or (ii) cash paid by the Company in immediately available funds funds, in an amount equal to the product of the (x) Market Price (as defined in the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of shares of Common Stock for which this Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date was exercisable (without regard to any limitations on exercise herein contained)contained and assuming payment of the Exercise Price in cash hereunder) times (x) in the event that the common stock of the surviving company is not publicly traded, seventy five percent (75%) of the Black-Scholes Amount (as defined herein) or (y) in the event that the common stock of the surviving company is publicly traded, fifty seven and one-half percent (57.5%) of the Black-Scholes Amount; and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, and shall cause the issuer of any security in such transaction which constitutes Registrable Securities under the Registration Rights Agreement to assume all of the Company's obligations under the Registration Rights Agreement (provided any cash election pursuant to clause (ii) above must be made in writing to the Company within ten (10) business days following consummation of such applicable transaction), provided, however, that the amount of cash payable by the Company shall not exceed $1.50 per share (such $1.50 amount to be adjusted pro rata in the event of any stock splits, stock dividends or combinations). In the event that the Company shall consolidate or merge with any other corporation in a transaction in which common stock of the surviving corporation or the parent thereof (the "Exchange Securities") is issued to the holders of Common Stock in such transaction in exchange for all such Common Stock, and (I) the Exchange Securities Purchase Agreementare publicly traded, (II) the average daily trading volume of the Exchange Securities during the ninety (90) day period ending on the date on which such transaction is publicly disclosed is greater than nine hundred thousand dollars ($900,000) per day, (III) the historical one hundred (100) day volatility of the Exchange Securities during the period ending on the date on which such transaction is publicly disclosed is greater than sixty percent (60%) and (IV) the market capitalization of the issuer of the Exchange Securities is not less than one hundred million dollars ($100,000,000) based on the last sale price of the Exchange Securities on the date immediately before the date on which such transaction is publicly disclosed (in each case, with respect to the foregoing clauses (I) through (IV), as reported by Bloomberg), then the provisions of clause (b) of the preceding sentence shall not apply. No sooner than ten (10) business days nor later than five (5) business days prior to the consummation of the Major Transaction or Common Stock Major Transaction, as the case may be (each, a "Transaction"), but not prior to the public announcement of such Transaction, the Debentures Company shall deliver written notice ("Notice of Transaction") to each holder of a Warrant, which Notice of Transaction shall be deemed to have been delivered one (1) business day after the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Transaction. Such Notice of Transaction shall indicate the amount and type of the Registration Rights Agreementtransaction consideration which such holder of a Warrant would receive under this Section ("Transaction Consideration"). If the Transaction Consideration is cash and does not consist entirely of United States currency, such holder may elect to receive United States currency in an amount equal to the value of the Transaction Consideration in lieu of the Transaction Consideration by delivering notice of such election to the Company within five (5) business days of such holder's receipt of the Notice of Transaction. The "Black-Scholes Amount" shall be an amount determined by calculating the "Black-Scholes" value of an option to purchase one share of Common Stock on the applicable page on the Bloomberg online page, using the following variable values: (i) the current market price of the Common Stock equal to the closing trade price on the last trading day before the date of the Notice of Transaction; (ii) volatility of the Common Stock equal to the volatility of the Common Stock during the one hundred (100) trading day period preceding the date of the Notice of Transaction; (iii) a risk free rate equal to the interest rate on the United States treasury bill or treasury note with a maturity corresponding to the remaining term of this Warrant on the date of the Notice of Transaction; and (iv) an exercise price equal to the Exercise Price on the date of the Notice of Transaction. In the event such calculation function is no longer available utilizing the Bloomberg online page, the holder of a Warrant shall calculate such amount in its sole discretion using the closest available alternative mechanism and variable values to those available utilizing the Bloomberg online page for such calculation function.

Major Transactions. In If the event Company shall consolidate or merge ------------------ with any other corporation or entity (other than a merger in which the Company is the surviving or continuing entity and its capital stock is unchanged and unissued in such transaction (except for issuances which do not result in a Change of a merger, consolidation, business combination, tender offer, Control (as defined in the Note))) or there shall occur any share exchange pursuant to which all of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock are converted into other securities or property or any reclassification or change of the Company shall be changed into the same or a different number of outstanding shares of the same or another class or classes of stock or securities or other assets of the Company or another entity Common Stock or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major ----- Transaction"), then the holder of this Warrant may, at its option, either (a) in ----------- the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder)Warrant, equal to the greater of, as determined in the sole discretion of the Holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a ------------------------------- holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise cashless exercise feature hereof) would have been entitled upon such Major Transaction had the Holder such holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price (as defined in the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, and shall cause the issuer of any security in such transaction which constitutes Registrable Securities under that certain Registration Rights Agreement dated May __, 2001 among the Company and the signatories thereto (the "Registration Rights Agreement") to assume all of the Company's obligations ----------------------------- under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement. No later than five (5) business days prior to the consummation of the Major Transaction or Common Stock Major Transaction, as the case may be (each, a "Transaction"), but not prior to the ----------- public announcement of such Transaction, the Company shall deliver written notice ("Notice of Transaction") to each holder of a Warrant, which Notice of --------------------- Transaction shall be deemed to have been delivered one (1) business day after the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Transaction. Such Notice of Transaction shall indicate the amount and type of the transaction consideration, which such holder of a Warrant would receive under this Section ("Transaction Consideration"). If the Transaction ------------------------- Consideration is cash and does not consist entirely of United States currency, such holder may elect to receive United States currency in an amount equal to the value of the Transaction Consideration in lieu of the Transaction Consideration by delivering notice of such election to the Company within five (5) business days of such holder's receipt of the Notice of Transaction.

Major Transactions. In If the event Company shall consolidate or merge with ------------------ any other corporation or entity (other than a consolidation or merger in which the Company is the surviving or continuing entity and its capital stock is unchanged and unissued in such transaction (except for issuances which do not exceed fifty percent (50%) of a merger, consolidation, business combination, tender offer, the Common Stock)) or there shall occur any share exchange pursuant to which all of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock are converted into other securities or property or any such other reclassification or change of the Company shall be changed into the same or a different number of outstanding shares of the same or another class or classes of stock or securities or other assets of the Company or another entity Common Stock or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major ----- Transaction"), then the holder of this Warrant may, at its option, either (a) in ----------- the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal to the greater of, as determined in the sole discretion of the Holdersuch holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), ------------------------------- to which a holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise cashless exercise feature hereof) would have been entitled upon such Major Transaction had the Holder such holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date trading date immediately 115 preceding the public announcement of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price Black-Scholes Amount (as defined in herein) times the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of shares of Common Stock for which this Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date was exercisable (without regard to any limitations on exercise herein contained)contained and assuming payment of the exercise payment in cash hereunder) but in no event shall such amount exceed the Black Scholes value of the Warrant as of the Closing Date as determined by the Company's Auditors, and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, and shall cause the issuer of any security in such transaction which constitutes Registrable Securities under that certain Registration Rights Agreement dated August 25, 1999 by and between the Company and Castle Creek (the "Registration ------------ Rights Agreement") to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the ---------------- Registration Rights Agreement. In the event that the Company shall consolidate or merge with any other corporation in a transaction in which common stock of the surviving corporation or the parent thereof (the "Exchange Securities") is ------------------- issued to the holders of Common Stock in such transaction in exchange for all such Common Stock, and (a) the Exchange Securities are publicly traded, (b) the average daily dollar trading volume of the Exchange Securities during the one hundred eighty (180) day period ending on the date on which such transaction is publicly disclosed is greater than One Million Dollars ($1,000,000.00) per day as reported by Bloomberg, (c) the historical one hundred (100) day volatility of the Exchange Securities during the period ending on the date on which such transaction is publicly disclosed is greater than fifty percent (50%), and (d) the market capitalization of the issuer of the Exchange Securities is not less than One hundred Million Dollars ($100,000,000.00) based on the last sale price of the Exchange Securities on the date immediately before the date on which such transaction is publicly disclosed (in each case, with respect to the foregoing clauses (a) through (d), as reported by Bloomberg), then the provisions of clause (b) of the preceding sentence shall not apply. In the event that the Company shall, in a Major Transaction, consolidate or merge with any other corporation in a transaction in which the Company is the survivor (a "Company ------- Transaction"), the provisions of clause (ii) of the second preceding sentence ----------- shall not apply to the extent that each of the following conditions remain true for the thirty (30) business days commencing as of the date of the consummation of such transaction (the Measurement Period"): (a) the Common Stock remains ------------------- publicly traded during the period, (b) the average daily dollar trading volume of the Common Stock is greater than One Million Dollars ($1,000,000.00), (c) the historical thirty (30) day volatility of the Company's Common Stock is greater than fifty percent (50%), and (d) the market capitalization of the Company is not less than One Hundred Million Dollars ($100,000,000.00) on the last day of the period (in each case, with respect to the foregoing clauses (a) through (d), as reported by Bloomberg. No sooner than ten (10) business days nor later than five (5) business days prior to the consummation of the Major Transaction, but not prior to the public announcement of such Major Transaction, the Company shall deliver written notice ("Notice of Major Transaction") to each holder of a --------------------------- Warrant, which Notice of Major Transaction shall be deemed to have been delivered one (1) business day after the Company's sending such notice by telecopy (provided that 116 the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Major Transaction consideration which such holder of a Warrant would receive under this Section. If the Major Transaction Consideration is cash and does not consist entirely of United States currency, such holder may elect to receive United States currency in an amount equal to the value of the Major Transaction Consideration in lieu of the Major Transaction Consideration by delivering notice of such election to the Company within five (5) business days of such holder's receipt of the Notice of Major Transaction. The "Black-Scholes Amount" shall be the amount determined by calculating the "Black-Scholes" value of an option to purchase one share of Common Stock on the applicable page on the Bloomberg online page, using the following variable values: (i) the current market price of the Common Stock equal to the closing trade price on the last trading day before the date of the Notice of the Major Transaction; (ii) volatility of the Common Stock equal to the volatility of the common Stock during the 100 trading day period preceding the date of the Notice of the Major Transaction; (iii) a risk free rate equal to the interest rate on the United States treasury xxxx or treasury note with a maturity corresponding to the remaining term of this Warrant on the date of the Notice of the Major Transaction; and (iv) an exercise price equal to the Exercise Price on the date of the Notice of the Major Transaction. In the event such calculation function is no longer available utilizing the Bloomberg online page, the Holder shall calculate such amount in its sole discretion using the closest available alternative mechanism and variable values to those available utilizing the Bloomberg online page for such calculation function.

Major Transactions. In If the event Company shall consolidate or merge ------------------ with any other corporation or entity (other than a merger in which the Company is the surviving or continuing entity and its capital stock is unchanged and unissued in such transaction (except for issuances which do not result in a Change of a merger, consolidation, business combination, tender offer, Control (as defined in this Note))) or there shall occur any share exchange pursuant to which all of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock are converted into other securities or property or any reclassification or change of the Company shall be changed into the same or a different number of outstanding shares of the same or another class or classes of stock or securities or other assets of the Company or another entity Common Stock or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major ----- Transaction"), then the holder of this Warrant Note may, at its option, either (a) in ----------- the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant Note and this Warrant Note shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder)Note, equal to the greater of, as determined in the sole discretion of the Holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction ----------------- Consideration"), to which a holder of the number of shares of Common Stock ------------- delivered upon the exercise of this Warrant Note (pursuant to the Cashless Exercise cashless exercise feature hereof) would have been entitled upon such Major Transaction had the Holder such holder so exercised this Warrant Note (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price (as defined in the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, and shall cause the issuer of any security in such transaction which constitutes Registrable Securities under that certain Registration Rights Agreement dated May 29, 2001 among the Company and the signatories thereto (the "Registration Rights Agreement") to assume all of the ----------------------------- Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement. No later than five (5) business days prior to the consummation of the Major Transaction or Common Stock Major Transaction, as the case may be (each, a "Transaction"), but ----------- not prior to the public announcement of such Transaction, the Company shall deliver written notice ("Notice of Transaction") to each holder of a Note, --------------------- which Notice of Transaction shall be deemed to have been delivered one (1) business day after the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Transaction. Such Notice of Transaction shall indicate the amount and type of the transaction consideration which such holder of a Note would receive under this Section ("Transaction Consideration"). If ------------------------- the Transaction Consideration is cash and does not consist entirely of United States currency, such holder may elect to receive United States currency in an amount equal to the value of the Transaction Consideration in lieu of the Transaction Consideration by delivering notice of such election to the Company within five (5) business days of such holder's receipt of the Notice of Transaction.

Major Transactions. In If the event Company shall consolidate or merge ------------------ with any other corporation or entity (other than a merger in which the Company is the surviving or continuing entity and its capital stock is unchanged and unissued in such transaction (except for issuances which do not result in a Change of a merger, consolidation, business combination, tender offer, Control (as defined in the Note))) or there shall occur any share exchange pursuant to which all of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock are converted into other securities or property or any reclassification or change of the Company shall be changed into the same or a different number of outstanding shares of the same or another class or classes of stock or securities or other assets of the Company or another entity Common Stock or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major ----- Transaction"), then the holder of this Warrant may, at its option, either (a) in ----------- the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder)Warrant, equal to the greater of, as determined in the sole discretion of the Holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major ----- Transaction Consideration"), to which a holder of the number of shares of Common ------------------------- Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise cashless exercise feature hereof) would have been entitled upon such Major Transaction had the Holder such holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price (as defined in the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, and shall cause the issuer of any security in such transaction which constitutes Registrable Securities under that certain Registration Rights Agreement dated May __, 2001 among the Company and the signatories thereto (the "Registration Rights Agreement") to assume all of the Company's obligations ----------------------------- under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement. No later than five (5) business days prior to the consummation of the Major Transaction or Common Stock Major Transaction, as the case may be (each, a "Transaction"), but not prior to the ----------- public announcement of such Transaction, the Company shall deliver written notice ("Notice of Transaction") to each holder of a Warrant, which Notice of --------------------- Transaction shall be deemed to have been delivered one (1) business day after the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Transaction. Such Notice of Transaction shall indicate the amount and type of the transaction consideration which such holder of a Warrant would receive under this Section ("Transaction Consideration"). If the Transaction ------------------------- Consideration is cash and does not consist entirely of United States currency, such holder may elect to receive United States currency in an amount equal to the value of the Transaction Consideration in lieu of the Transaction Consideration by delivering notice of such election to the Company within five (5) business days of such holder's receipt of the Notice of Transaction.

Major Transactions. In If the event Company shall consolidate or ------------------ merge with any other corporation or entity (other than a consolidation or merger in which the Company is the surviving or continuing entity and its capital stock is unchanged and unissued in such transaction (except for issuances which do not exceed fifty percent (50%) of a merger, consolidation, business combination, tender offer, the Common Stock)) or there shall occur any share exchange pursuant to which all of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock are converted into other securities or property or any such other reclassification or change of the Company shall be changed into the same or a different number of outstanding shares of the same or another class or classes of stock or securities or other assets of the Company or another entity Common Stock or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), then the ----------------- holder of this Warrant may, at its option, either (a) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal to the greater of, as determined in the sole discretion of the Holdersuch holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a ------------------------------- holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise cashless exercise feature hereof) would have been entitled upon such Major Transaction had the Holder such holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price Black-Scholes Amount (as defined in herein) times the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of shares of Common Stock for which this Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date was exercisable (without regard to any limitations on exercise herein contained)contained and assuming payment of the exercise payment in cash hereunder) but in no event shall such amount exceed the Black Scholes value of the Warrant as of the Closing Date as determined by the Company's Auditors, and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, and shall cause the issuer of any security in such transaction which constitutes Registrable Securities under that certain Registration Rights Agreement dated August 25, 1999 by and between the Company and Castle Creek (the "Registration Rights Agreement") to assume all of the Company's obligations ----------------------------- under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement. In the event that the Company shall consolidate or merge with any other corporation in a transaction in which common stock of the surviving corporation or the parent thereof (the "Exchange Securities") is issued to the holders of Common Stock in such transaction in exchange for all such Common Stock, and (a) the Exchange Securities are publicly traded, (b) the average daily dollar trading volume of the Exchange Securities during the one hundred eighty (180) day period ending on the date on which such transaction is publicly disclosed is greater than One Million Dollars ($1,000,000.00) per day as reported by Bloomberg, (c) the historical one hundred (100) day volatility of the Exchange Securities during the period ending on the date on which such transaction is publicly disclosed is greater than fifty percent (50%), and (d) the market capitalization of the issuer of the Exchange Securities is not less than One hundred Million Dollars ($100,000,000.00) based on the last sale price of the Exchange Securities on the date immediately before the date on which such transaction is publicly disclosed (in each case, with respect to the foregoing clauses (a) through (d), as reported by Bloomberg), then the provisions of clause (b) of the preceding sentence shall not apply. In the event that the Company shall, in a Major Transaction, consolidate or merge with any other corporation in a transaction in which the Company is the survivor (a "Company Transaction"), ------------------- the provisions of clause (ii) of the second preceding sentence shall not apply to the extent that each of the following conditions remain true for the thirty (30) business days commencing as of the date of the consummation of such transaction (the "Measurement Period"): (a) the Common Stock ------------------ remains publicly traded during the period, (b) the average daily dollar trading volume of the Common Stock is greater than One Million Dollars ($1,000,000.00), (c) the historical thirty (30) day volatility of the Company's Common Stock is greater than fifty percent (50%), and (d) the market capitalization of the Company is not less than One Hundred Million Dollars ($1,000,000.00) on the last day of the period (in each case, with respect to the foregoing clauses (a) through (d), as reported by Bloomberg. No sooner than ten (10) business days nor later than five (5) business days prior to the consummation of the Major Transaction, but not prior to the public announcement of such Major Transaction, the Company shall deliver written notice ("Notice of Major Transaction") to each holder of a Warrant, which --------------------------- Notice of Major Transaction shall be deemed to have been delivered one (1) business day after the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Major Transaction consideration which such holder of a Warrant would receive under this Section. If the Major Transaction Consideration is cash and does not consist entirely of United States currency, such holder may elect to receive United States currency in an amount equal to the value of the Major Transaction Consideration in lieu of the Major Transaction Consideration by delivering notice of such election to the Company within five (5) business days of such holder's receipt of the Notice of Major Transaction. The "Black-Scholes Amount" shall be the amount determined by -------------------- calculating the "Black-Scholes" value of an option to purchase one share of Common Stock on the applicable page on the Bloomberg online page, using the following variable values: (i) the current market price of the Common Stock equal to the closing trade price on the last trading day before the date of the Notice of the Major Transaction; (ii) volatility of the Common Stock equal to the volatility of the common Stock during the 100 trading day period preceding the date of the Notice of the Major Transaction; (iii) a risk free rate equal to the interest rate on the United States treasury xxxx or treasury note with a maturity corresponding to the remaining term of this Warrant on the date of the Notice of the Major Transaction; and (iv) an exercise price equal to the Exercise Price on the date of the Notice of the Major Transaction. In the event such calculation function is no longer available utilizing the Bloomberg online page, the Holder shall calculate such amount in its sole discretion using the closest available alternative mechanism and variable values to those available utilizing the Bloomberg online page for such calculation function.

Major Transactions. In the event of a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of If the Company shall be changed into consolidate or merge with any other corporation or entity (other than a consolidation or merger in which the same Company is the surviving or a different number of shares continuing entity and its capital stock is unchanged and unissued in such transaction or such issuances do not exceed fifty percent (50%) of the same or another class or classes of stock or securities or other assets of Common Stock the Company or another entity outstanding) or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), then the holder of this Warrant may, at its option, either (a) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal to the greater of, as determined in the sole discretion of the Holdersuch holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise cashless exercise feature hereof) would have been entitled upon such Major Transaction had the Holder such holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price Black-Scholes Amount (as defined in herein) times the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of shares of Common Stock for which this Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date was exercisable (without regard to any limitations on exercise herein containedcontained and assuming payment of the exercise payment in cash hereunder), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, and shall cause the issuer of any security in such transaction to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement. The "Black-Scholes Amount" shall be the amount determined by calculating the "Black-Scholes" value of an option to purchase one share of Common Stock on the applicable page on the Bloomberg online page, using the following variable values: (i) the current market price of the Common Stock equal to the closing trade price on the last trading day before the date of the Notice of the Major Transaction; (ii) volatility of the Common Stock equal to the volatility of the Common Stock during the 100 trading day period preceding the date of the Major Transaction; (iii) a risk free rate equal to the interest rate on the United States treasury bill or treasury note with a maturity corresponding to the remainxxx term of this Warrant on the date of the Notice of the Major Transaction; and (iv) an exercise price equal to the Exercise Price on the date of the Notice of the Major Transaction. In the event such calculation function is no longer available utilizing the Bloomberg online page, the Holder shall calculate such amount in its sole discretion using the closest available alternative mechanism and variable values to those available utilizing the Bloomberg online page for such calculation function.

Major Transactions. In If the event Company shall consolidate or merge with any ------------------ other corporation or entity (other than a consolidation or merger in which the Company is the surviving or continuing entity and its capital stock is unchanged and unissued in such transaction (except for issuances which do not exceed fifty percent (50%) of a merger, consolidation, business combination, tender offer, the Common Stock)) or there shall occur any share exchange pursuant to which all of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock are converted into other securities or property or any such other reclassification or change of the Company shall be changed into the same or a different number of outstanding shares of the same or another class or classes of stock or securities or other assets of the Company or another entity Common Stock or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major ----- Transaction"), then the holder of this Warrant may, at its option, either (a) in ----------- the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal to the greater of, as determined in the sole discretion of the Holdersuch holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), ------------------------------- to which a holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise cashless exercise feature hereof) would have been entitled upon such Major Transaction had the Holder such holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price Black-Scholes Amount (as defined in herein) times the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of shares of Common Stock for which this Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date was exercisable (without regard to any limitations on exercise herein contained)contained and assuming payment of the exercise payment in cash hereunder) but in no event shall such amount exceed the Black Scholes value of the Warrant as of the Issue Date as determined by the Company's Auditors, and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, and shall cause the issuer of any security in such transaction to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement. In the event that the Company shall consolidate or merge with any other corporation in a transaction in which common stock of the surviving corporation or the parent thereof (the "Exchange Securities") is ------------------- issued to the holders of Common Stock in such transaction in exchange for all such Common Stock, and (a) the Exchange Securities are publicly traded, (b) the average daily dollar trading volume of the Exchange Securities during the one hundred eighty (180) day period ending on the date on which such transaction is publicly disclosed is greater than One Million Dollars ($1,000,000.00) per day as reported by Bloomberg, (c) the historical one hundred (100) day volatility of the Exchange Securities during the period ending on the date on which such transaction is publicly disclosed is greater than fifty percent (50%), and (d) the market capitalization of the issuer of the Exchange Securities is not less than One hundred Million Dollars ($100,000,000.00) based on the last sale price of the Exchange Securities on the date immediately before the date on which such transaction is publicly disclosed (in each case, with respect to the foregoing clauses (a) through (d), as reported by Bloomberg), then the provisions of clause (b) of the preceding sentence shall not apply. In the event that the Company shall, in a Major Transaction, consolidate or merge with any other corporation in a transaction in which the Company is the survivor (a "Company ------- Transaction"), the provisions of clause (ii) of the second preceding sentence ----------- shall not apply to the extent that each of the following conditions remain true for the thirty (30) business days commencing as of the date of the consummation of such transaction (the "Measurement Period"): (a) the Common Stock remains ------------------ publicly traded during the period, (b) the average daily dollar trading volume of the Common Stock is greater than One Million Dollars ($1,000,000.00), (c) the historical thirty (30) day volatility of the Company's Common Stock is greater than fifty percent (50%), and (d) the market capitalization of the Company is not less than One Hundred Million Dollars ($100,000,000.00) on the last day of the period (in each case, with respect to the foregoing clauses (a) through (d), as reported by Bloomberg. No sooner than ten (10) business days nor later than five (5) business days prior to the consummation of the Major Transaction, but not prior to the public announcement of such Major Transaction, the Company shall deliver written notice ("Notice of Major Transaction") to each holder of a --------------------------- Warrant, which Notice of Major Transaction shall be deemed to have been delivered one (1) business day after the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Major Transaction consideration which such holder of a Warrant would receive under this Section. If the Major Transaction Consideration is cash and does not consist entirely of United States currency, such holder may elect to receive United States currency in an amount equal to the value of the Major Transaction Consideration in lieu of the Major Transaction Consideration by delivering notice of such election to the Company within five (5) business days of such holder's receipt of the Notice of Major Transaction. The "Black-Scholes Amount" shall be the amount determined by calculating the "Black-Scholes" value of an option to purchase one share of Common Stock on the applicable page on the Bloomberg online page, using the following variable values: (i) the current market price of the Common Stock equal to the Closing Trade Price on the last trading day before the date of the Notice of the Major Transaction; (ii) volatility of the Common Stock equal to the volatility of the common Stock during the 100 trading day period preceding the date of the Notice of the Major Transaction; (iii) a risk free rate equal to the interest rate on the United States treasury xxxx or treasury note with a maturity corresponding to the remaining term of this Warrant on the date of the Notice of the Major Transaction; and (iv) an exercise price equal to the Exercise Price on the date of the Notice of the Major Transaction. In the event such calculation function is no longer available utilizing the Bloomberg online page, the Holder shall calculate such amount in its sole discretion using the closest available alternative mechanism and variable values to those available utilizing the Bloomberg online page for such calculation function.

Major Transactions. In If the event of Company shall consolidate or merge with any other corporation or entity (other than a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption merger in which the Company is the surviving or other similar event, as a result of which shares of continuing entity and its capital stock is unchanged and unissued in such transaction (except for Common Stock constituting less than twenty percent (20%) of the Company's Common Stock then outstanding)) or any subsidiary of the Company shall be changed into a party to a merger or consolidation or other extraordinary transaction and the same Company issues twenty percent (20%) or a different number more of its Common Stock in any such merger, consolidation or other transaction or there shall occur any share exchange pursuant to which all of the outstanding shares of the same or another class or classes of stock or Common Stock are converted into other securities or other assets property or any reclassification or change of the Company or another entity or the Company shall sell all or substantially all outstanding shares of its assets Common Stock (each of the foregoing being a "Major Transaction"), then the holder of this Warrant mayWarrantholder may thereafter, at its option, be entitled, at its election, either to (a) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this its Warrant and this the Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder)Warrant, equal to the greater of, as determined in the sole discretion of the HolderWarrantholder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of the number of shares of Common Stock delivered upon the exercise of this the Warrant (pursuant to the Cashless Exercise feature hereof) would have been entitled upon such Major Transaction had the Holder so Warrantholder exercised this the Warrant (without regard to any limitations on exercise herein conversion or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had such Common Stock been issued and outstanding and had the Holder Warrantholder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds funds, in an amount equal to the product one hundred and twenty-five percent (125%) of the (x) Market Price (as defined in Black-Scholes Amount times the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of shares of Common Stock for which this Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date was exercisable (without regard to any limitations on exercise herein contained), ; and the Company shall make lawful provision for the foregoing as a part of such Major Transaction. No sooner than ten Business Days nor later than five Business Days prior to the consummation of the Major Transaction, but not prior to the public announcement of such Major Transaction, the Company shall deliver written notice ("Notice of Major Transaction") to the Warrantholder, which Notice of Major Transaction and, in the case of (i) above, shall cause the issuer of any security in such transaction be deemed to assume all of have been delivered one Business Day after the Company's obligations sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Major Transaction Consideration which the Warrantholder would receive under this Section. If the Securities Purchase AgreementMajor Transaction Consideration does not consist entirely of United States currency, such holder may elect to receive United States currency in an amount equal to the Debentures and value of the Registration Rights AgreementMajor Transaction Consideration in lieu of the Major Transaction Consideration by delivering notice of such election to the Company within five Business Days of such holder's receipt of the Notice of Major Transaction.

Major Transactions. In If the event Company shall with the approval of its ------------------ Board of Directors consolidate or merge with any other corporation or entity (other than a mergerconsolidation or merger in which the Company is the surviving or continuing entity and its capital stock is unchanged in such transaction (except for issuances which do not exceed twenty percent (20%) of the Common Stock)), consolidation, business combination, tender offer, or there shall occur any share exchange pursuant to which all of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock are converted into other securities or property or any other such reclassification or change of the Company shall be changed into the same or a different number of outstanding shares of the same or another class or classes of stock or securities or other assets of the Company or another entity Common Stock or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), then the holder of this Warrant mayeach Holder shall thereafter be ----------------- entitled to, at its option, either (a1) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant its Series A Preferred Stock and this Warrant such Series A Preferred Stock shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, provided, that, if any Holder exercises its option under this clause (1), the Company shall have the right, to be exercised no later than the closing of the Major Transaction, to redeem all, but not less than all, of such Holder's Series A Preferred Stock for cash in an amount equal to one hundred fifteen percent (115%) of the sum of the Stated Value of such shares plus all accrued and unpaid dividends with respect to such shares, or (b2) regardless of whether (1) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment each share of any exercise price hereunder)Series A Preferred Stock held by it, equal to the greater of, as determined in the sole discretion of the Holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major ----- Transaction Consideration"), to which a holder of the number of shares of Common ------------------------- Stock delivered upon the exercise conversion of this Warrant (pursuant to the Cashless Exercise feature hereof) such shares of Series A Preferred Stock would have been entitled upon such Major Transaction had the Holder so exercised this Warrant its right of conversion (without regard to any limitations on exercise conversion herein or elsewhere contained) on the Trading Date Business Day immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction no sooner than ten (10) days nor later than five (5) days prior to the consummation of the Major Transaction, and (ii) cash paid by but not prior to the public announcement of such Major Transaction, the Company in immediately available funds shall deliver written notice ("Notice of Major Transaction") to each Holder, which Notice of Major --------------------------- Transaction shall be deemed to have been delivered one (1) Business Day after the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Major Transaction Consideration which such Holder would receive under this Section. If the cash portion of Major Transaction Consideration does not consist entirely of United States currency, such Holder may elect to receive United States currency in an amount equal to the product value of the Major Transaction Consideration denominated in a foreign currency in lieu thereof by delivering notice of such election to the Company within five (x5) Market Price (as defined in the Debentures) calculated as days of the date Holder's receipt of the public announcement Notice of the transaction resulting in such Major Transaction, and (y) the maximum number of Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, shall cause the issuer of any security in such transaction to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement.

Major Transactions. In If the event Company shall consolidate or merge ------------------ with any other corporation or entity (other than a merger in which the Company is the surviving or continuing entity and its capital stock is unchanged and unissued in such transaction (except for issuances which do not result in a Change of a merger, consolidation, business combination, tender offer, Control (as defined in the Note))) or there shall occur any share exchange pursuant to which all of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock are converted into other securities or property or any reclassification or change of the Company shall be changed into the same or a different number of outstanding shares of the same or another class or classes of stock or securities or other assets of the Company or another entity Common Stock or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), then the holder of this Warrant ----------------- may, at its option, either (a) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder)Warrant, equal to the greater of, as determined in the sole discretion of the Holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which ------------------------------- a holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise cashless exercise feature hereof) would have been entitled upon such Major Transaction had the Holder such holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price (as defined in the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, and shall cause the issuer of any security in such transaction which constitutes Registrable Securities under that certain Registration Rights Agreement dated May __, 2001 among the Company and the signatories thereto (the "Registration Rights Agreement") to assume all of the Company's obligations ----------------------------- under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement. No later than five (5) business days prior to the consummation of the Major Transaction or Common Stock Major Transaction, as the case may be (each, a "Transaction"), but not prior to the ----------- public announcement of such Transaction, the Company shall deliver written notice ("Notice of Transaction") to each holder of a Warrant, which Notice of --------------------- Transaction shall be deemed to have been delivered one (1) business day after the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Transaction. Such Notice of Transaction shall indicate the amount and type of the transaction consideration which such holder of a Warrant would receive under this Section ("Transaction Consideration"). If the Transaction ------------------------- Consideration is cash and does not consist entirely of United States currency, such holder may elect to receive United States currency in an amount equal to the value of the Transaction Consideration in lieu of the Transaction Consideration by delivering notice of such election to the Company within five (5) business days of such holder's receipt of the Notice of Transaction.

Major Transactions. In If after the event First Closing Date the Company ------------------ shall consolidate or merge with any other corporation or entity (other than a merger in which the Company is the surviving or continuing entity) or there shall occur any share exchange pursuant to which all of a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock are converted into other securities or property or any reclassification or change of the Company shall be changed into the same or a different number of outstanding shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets Common Stock (each of the foregoing being a "Major Transaction"), then the each holder of this Warrant maya Note may thereafter, at its option, be entitled, at its election, either to (ai) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant its Note and this Warrant such Note shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, interest as the case may be, or (bii) regardless of whether clause (i) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder)such Note, equal to the greater of, as determined in the sole discretion of the Holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of the number of shares of Common Stock delivered upon the exercise conversion of this Warrant (pursuant to the Cashless Exercise feature hereof) such Note would have been entitled upon such Major Transaction had such holder converted the Holder so exercised this Warrant Note (without regard to any limitations on exercise herein conversion or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement consummation of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price (as defined in the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), ; and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, and shall cause the issuer of any security in such transaction which constitutes Registrable Securities under that the Registration Rights Agreement to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement. No later than five Business Days prior to the consummation of the Major Transaction, but not prior to the public announcement at of such Major Transaction, the Company shall deliver written notice ("Notice of Major Transaction") to each holder of a Note of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Major Transaction Consideration which such holder of a Note would receive under this Section.

Major Transactions. In If the event Company shall consolidate or merge with any other corporation or entity (other than a consolidation or merger in which the Company is the surviving or continuing entity and its capital stock is unchanged and unissued in such transaction (except for issuances which do not exceed fifty percent (50%) of a merger, consolidation, business combination, tender offer, the Common Stock)) or there shall occur any share exchange pursuant to which all of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock are converted into other securities or property or any such other reclassification or change of the Company shall be changed into the same or a different number of outstanding shares of the same or another class or classes of stock or securities or other assets of the Company or another entity Common Stock or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), then the holder of this Warrant may, at its option, either (a) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal to the greater of, as determined in the sole discretion of the Holdersuch holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise cashless exercise feature hereof) would have been entitled upon such Major Transaction had the Holder such holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price Black-Scholes Amount (as defined in herein) times the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of shares of Common Stock for which this Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date was exercisable (without regard to any limitations on exercise herein contained)contained and assuming payment of the exercise payment in cash hereunder) but in no event shall such amount exceed the Black Scholes value of the Warrant as of the Closing Date as determined by the Company's Auditors, and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, and shall cause the issuer of any security in such transaction to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement. In the event that the Company shall consolidate or merge with any other corporation in a transaction in which common stock of the surviving corporation or the parent thereof (the "Exchange Securities") is issued to the holders of Common Stock in such transaction in exchange for all such Common Stock, and (a) the Exchange Securities are publicly traded, (b) the average daily dollar trading volume of the Exchange Securities during the one hundred eighty (180) day period ending on the date on which such transaction is publicly disclosed is greater than One Million Dollars ($1,000,000.00) per day as reported by Bloomberg, (c) the historical one hundred (100) day volatility of the Exchange Securities during the period ending on the date on which such transaction is publicly disclosed is greater than fifty percent (50%), and (d) the market capitalization of the issuer of the Exchange Securities is not less than One hundred Million Dollars ($100,000,000.00) based on the last sale price of the Exchange Securities on the date immediately before the date on which such transaction is publicly disclosed (in each case, with respect to the foregoing clauses (a) through (d), as reported by Bloomberg), then the provisions of clause (b) of the preceding sentence shall not apply. In the event that the Company shall, in a Major Transaction, consolidate or merge with any other corporation in a transaction in which the Company is the survivor (a "Company Transaction"), the provisions of clause (ii) of the second preceding sentence shall not apply to the extent that each of the following conditions remain true for the thirty (30) business days commencing as of the date of the consummation of such transaction (the "Measurement Period"): (a) the Common Stock remains publicly traded during the period, (b) the average daily dollar trading volume of the Common Stock is greater than One Million Dollars ($1,000,000.00), (c) the historical thirty (30) day volatility of the Company's Common Stock is greater than fifty percent (50%), and (d) the market capitalization of the Company is not less than One Hundred Million Dollars ($100,000,000.00) on the last day of the period (in each case, with respect to the foregoing clauses (a) through (d), as reported by Bloomberg. No sooner than ten (10) business days nor later than five (5) business days prior to the consummation of the Major Transaction, but not prior to the public announcement of such Major Transaction, the Company shall deliver written notice ("Notice of Major Transaction") to each holder of a Warrant, which Notice of Major Transaction shall be deemed to have been delivered one (1) business day after the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Major Transaction consideration which such holder of a Warrant would receive under this Section. If the Major Transaction Consideration is cash and does not consist entirely of United States currency, such holder may elect to receive United States currency in an amount equal to the value of the Major Transaction Consideration in lieu of the Major Transaction Consideration by delivering notice of such election to the Company within five (5) business days of such holder's receipt of the Notice of Major Transaction. The "Black-Scholes Amount" shall be the amount determined by calculating the "Black-Scholes" value of an option to purchase one share of Common Stock on the applicable page on the Bloomberg online page, using the following variable values: (i) the current market price of the Common Stock equal to the closing trade price on the last trading day before the date of the Notice of the Major Transaction; (ii) volatility of the Common Stock equal to the volatility of the common Stock during the 100 trading day period preceding the date of the Notice of the Major Transaction; (iii) a risk free rate equal to the interest rate on the United States treasury xxxx or treasury note with a maturity corresponding to the remaining term of this Warrant on the date of the Notice of the Major Transaction; and (iv) an exercise price equal to the Exercise Price on the date of the Notice of the Major Transaction. In the event such calculation function is no longer available utilizing the Bloomberg online page, the Holder shall calculate such amount in its sole discretion using the closest available alternative mechanism and variable values to those available utilizing the Bloomberg online page for such calculation function.

Major Transactions. In the event of a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), then the holder of this Warrant may, Company will give the Holder at its option, either least ten (a10) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal Trading Days' written notice prior to the greater of, as determined in the sole discretion earlier of the Holder, (iI) the number closing or effectiveness of such Major Transaction and (II) the record date for the receipt of such shares of stock or securities or property other assets, and the Holder shall be permitted to either (i) where the consideration received by the Company or its stockholders consists (in whole or in part) of cash, require the CompanyCompany to repurchase this Warrant for an amount to the value of this Warrant calculated pursuant to the Black-Scholes pricing model or (ii) exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of the number of shares for each share of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise feature hereof) would have been entitled upon such Major Transaction had the Holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price (as defined in the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of Warrant Shares issuable to the Holder upon a Cashless Exercise such exercise, the same per share consideration payable to the other holders of Common Stock in connection with such Major Transaction. If and to the extent that the Holder retains this Warrant as of or any portion hereof following such date (without regard to any limitations on exercise herein contained)record date, and the Company shall make lawful provision for will cause the foregoing as a part of such Major Transaction andsurviving or, in the case event of (i) abovea sale of assets, shall cause the issuer of any security in purchasing entity, as a condition precedent to such transaction Major Transaction, to assume all the obligations of the Company's obligations under Company with respect to this Warrant, with such adjustments to the Securities Purchase Agreement, the Debentures Exercise Price and the Registration Rights Agreementsecurities covered hereby as may be necessary in order to preserve the economic benefits of this Warrant to the Holder.

Major Transactions. In If the event Company shall consolidate or merge with any ------------------ other corporation or entity (other than a consolidation or merger in which the Company is the surviving or continuing entity and its capital stock is unchanged and unissued in such transaction (except for issuances which do not exceed fifty percent (50%) of a merger, consolidation, business combination, tender offer, the Common Stock)) or there shall occur any share exchange pursuant to which all of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock are converted into other securities or property or any such other reclassification or change of the Company shall be changed into the same or a different number of outstanding shares of the same or another class or classes of stock or securities or other assets of the Company or another entity Common Stock or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major ----- Transaction"), then the holder of this Warrant may, at its option, either (a) in ----------- the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant and this Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (b) regardless of whether (a) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder), equal to the greater of, as determined in the sole discretion of the Holdersuch holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), ------------------------------- to which a holder of the number of shares of Common Stock delivered upon the exercise of this Warrant (pursuant to the Cashless Exercise cashless exercise feature hereof) would have been entitled upon such Major Transaction had the Holder such holder so exercised this Warrant (without regard to any limitations on exercise herein or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price Black-Scholes Amount (as defined in herein) times the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of shares of Common Stock for which this Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date was exercisable (without regard to any limitations on exercise herein contained)contained and assuming payment of the exercise payment in cash hereunder) but in no event shall such amount exceed the Black Scholes value of the Warrant as of the Issue Date as determined by the Company's Auditors, and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, and shall cause the issuer of any security in such transaction to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement. In the event that the Company shall consolidate or merge with any other corporation in a transaction in which common stock of the surviving corporation or the parent thereof (the "Exchange Securities") is ------------------- issued to the holders of Common Stock in such transaction in exchange for all such Common Stock, and (a) the Exchange Securities are publicly traded, (b) the average daily dollar trading volume of the Exchange Securities during the one hundred eighty (180) day period ending on the date on which such transaction is publicly disclosed is greater than One Million Dollars ($1,000,000.00) per day as reported by Bloomberg, (c) the historical one hundred (100) day volatility of the Exchange Securities during the period ending on the date on which such transaction is publicly disclosed is greater than fifty percent (50%), and (d) the market capitalization of the issuer of the Exchange Securities is not less than One hundred Million Dollars ($100,000,000.00) based on the last sale price of the Exchange Securities on the date immediately before the date on which such transaction is publicly disclosed (in each case, with respect to the foregoing clauses (a) through (d), as reported by Bloomberg), then the provisions of clause (b) of the preceding sentence shall not apply. In the event that the Company shall, in a Major Transaction, consolidate or merge with any other corporation in a transaction in which the Company is the survivor (a "Company ------- Transaction"), the provisions of clause (ii) of the second preceding sentence ----------- shall not apply to the extent that each of the following conditions remain true for the thirty (30) business days commencing as of the date of the consummation of such transaction (the "Measurement Period"): (a) the Common Stock remains ------------------ publicly traded during the period, (b) the average daily dollar trading volume of the Common Stock is greater than One Million Dollars ($1,000,000.00), (c) the historical thirty (30) day volatility of the Company's Common Stock is greater than fifty percent (50%), and (d) the market capitalization of the Company is not less than One Hundred Million Dollars ($100,000,000.00) on the last day of the period (in each case, with respect to the foregoing clauses (a) through (d), as reported by Bloomberg. No sooner than ten (10) business days nor later than five (5) business days prior to the consummation of the Major Transaction, but not prior to the public announcement of such Major Transaction, the Company shall deliver written notice ("Notice of Major Transaction") to each holder of a --------------------------- Warrant, which Notice of Major Transaction shall be deemed to have been delivered one (1) business day after the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Major Transaction consideration which such holder of a Warrant would receive under this Section. If the Major Transaction Consideration is cash and does not consist entirely of United States currency, such holder may elect to receive United States currency in an amount equal to the value of the Major Transaction Consideration in lieu of the Major Transaction Consideration by delivering notice of such election to the Company within five (5) business days of such holder's receipt of the Notice of Major Transaction. 135 The "Black-Scholes Amount" shall be the amount determined by calculating the "Black-Scholes" value of an option to purchase one share of Common Stock on the applicable page on the Bloomberg online page, using the following variable values: (i) the current market price of the Common Stock equal to the Closing Trade Price on the last trading day before the date of the Notice of the Major Transaction; (ii) volatility of the Common Stock equal to the volatility of the common Stock during the 100 trading day period preceding the date of the Notice of the Major Transaction; (iii) a risk free rate equal to the interest rate on the United States treasury xxxx or treasury note with a maturity corresponding to the remaining term of this Warrant on the date of the Notice of the Major Transaction; and (iv) an exercise price equal to the Exercise Price on the date of the Notice of the Major Transaction. In the event such calculation function is no longer available utilizing the Bloomberg online page, the Holder shall calculate such amount in its sole discretion using the closest available alternative mechanism and variable values to those available utilizing the Bloomberg online page for such calculation function.

Major Transactions. In If the event Company shall with the approval of its ------------------ Board of Directors consolidate or merge with any other corporation or entity (other than a mergerconsolidation or merger in which the Company is the surviving or continuing entity and its capital stock is unchanged in such transaction (except for issuances which do not exceed twenty percent (20%) of the Common Stock)), consolidation, business combination, tender offer, or there shall occur any share exchange pursuant to which all of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock are converted into other securities or property or any other such reclassification or change of the Company shall be changed into the same or a different number of outstanding shares of the same or another class or classes of stock or securities or other assets of the Company or another entity Common Stock or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), then the holder of this Warrant mayeach Holder shall thereafter be ----------------- entitled to, at its option, either (a1) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant its Series B Preferred Stock and this Warrant such Series B Preferred Stock shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, provided, that, if any Holder exercises its option under this clause (1), the Company shall have the right, to be exercised no later than the closing of the Major Transaction, to redeem all, but not less than all, of such Holder's Series B Preferred Stock for cash in an amount equal to one hundred fifteen percent (115%) of the sum of the Stated Value of such shares plus all accrued and unpaid dividends with respect to such shares, or (b2) regardless of whether (1) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment each share of any exercise price hereunder)Series B Preferred Stock held by it, equal to the greater of, as determined in the sole discretion of the Holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of ------------------------------- the number of shares of Common Stock delivered upon the exercise conversion of this Warrant (pursuant to the Cashless Exercise feature hereof) such shares of Series B Preferred Stock would have been entitled upon such Major Transaction had the Holder so exercised this Warrant its right of conversion (without regard to any limitations on exercise conversion herein or elsewhere contained) on the Trading Date Business Day immediately preceding the public announcement of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction no sooner than ten (10) days nor later than five (5) days prior to the consummation of the Major Transaction, and (ii) cash paid by but not prior to the public announcement of such Major Transaction, the Company in immediately available funds shall deliver written notice ("Notice of Major Transaction") to each Holder, --------------------------- which Notice of Major Transaction shall be deemed to have been delivered one (1) Business Day after the Company's sending such notice by telecopy (provided that the Company sends a confirming copy of such notice on the same day by overnight courier) of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Major Transaction Consideration which such Holder would receive under this Section. If the cash portion of Major Transaction Consideration does not consist entirely of United States currency, such Holder may elect to receive United States currency in an amount equal to the product value of the Major Transaction Consideration denominated in a foreign currency in lieu thereof by delivering notice of such election to the Company within five (x5) Market Price (as defined in the Debentures) calculated as days of the date Holder's receipt of the public announcement Notice of the transaction resulting in such Major Transaction, and (y) the maximum number of Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, shall cause the issuer of any security in such transaction to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement.

Major Transactions. In If after the event First Closing Date the Company shall consolidate or merge with any other corporation or entity (other than a merger in which the Company is the surviving or continuing entity) or there shall occur any share exchange pursuant to which all of a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which the outstanding shares of Common Stock are converted into other securities or property or any reclassification or change of the Company shall be changed into the same or a different number of outstanding shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets Common Stock (each of the foregoing being a "Major Transaction"), then the each holder of this Warrant maya Note may thereafter, at its option, be entitled, at its election, either to (ai) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest, in each of the foregoing cases which is publicly traded, retain this Warrant its Note and this Warrant such Note shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, interest as the case may be, or (bii) regardless of whether clause (i) applies, receive consideration, in exchange for this Warrant upon the surrender thereof (without payment of any exercise price hereunder)such Note, equal to the greater of, as determined in the sole discretion of the Holder, (i) the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), to which a holder of the number of shares of Common Stock delivered upon the exercise conversion of this Warrant (pursuant to the Cashless Exercise feature hereof) such Note would have been entitled upon such Major Transaction had such holder converted the Holder so exercised this Warrant Note (without regard to any limitations on exercise herein conversion or elsewhere contained) on the Trading Date trading date immediately preceding the public announcement consummation of the transaction resulting in such Major Transaction and had the such Common Stock been issued and outstanding and had such Holder been the holder of record of such Common Stock at the time of the consummation of such Major Transaction, and (ii) cash paid by the Company in immediately available funds in an amount equal to the product of the (x) Market Price (as defined in the Debentures) calculated as of the date of the public announcement of the transaction resulting in such Major Transaction, and (y) the maximum number of Warrant Shares issuable to the Holder upon a Cashless Exercise of the Warrant as of such date (without regard to any limitations on exercise herein contained), ; and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and, in the case of (i) above, and shall cause the issuer of any security in such transaction which constitutes Registrable Securities under that the Registration Rights Agreement to assume all of the Company's obligations under the Securities Purchase Agreement, the Debentures and the Registration Rights Agreement. No later than five Business Days prior to the consummation of the Major Transaction, but not prior to the public announcement at of such Major Transaction, the Company shall deliver written notice ("Notice of Major Transaction") to each holder of a Note of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the amount and type of the Major Transaction Consideration which such holder of a Note would receive under this Section.