Common use of Maximum Exercise Clause in Contracts

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The limitation described in the first sentence of this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and various subsidiaries of the Company, as amended, modified, restated and/or supplemented from time to time), or upon 75 days prior notice to the Company. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10. If the Holder delivers a notice to exercise its warrants, in whole or in part, to the Company, that notice shall be deemed a waiver of this Section 10. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The limitation described in the first sentence of this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and various subsidiaries of the Company, Company (as amended, modified, restated and/or supplemented from time to time, the "Security Agreement")), or upon 75 days prior notice to the Company. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10. If the Holder delivers a notice to exercise its warrants, in whole or in part, to the Company, that notice shall be deemed a waiver of this Section 10. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10.Page(s) -------

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise exercise, or be required to receive pursuant to the terms of this Warrant in connection with Warrant, an amount that would be exercisable for that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder including those issuable upon exercise of warrants and options held by such Holder would exceed 4.99% of the Holderoutstanding shares of Common Stock of the Company at the time of exercise. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The exercise limitation described in the first sentence of this Section 10 shall automatically become null and void following without any notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and various subsidiaries of the Company, as amended, modified, restated and/or supplemented from time to time), or upon 75 days prior notice to the Company. The Holder shall be solely responsible for determining its ownership pursuant Company or upon an Event of Default under, and as defined in, either of (x) Secured Convertible Term Note made by the Company to this Section 10. If the Holder delivers a notice dated the date hereof (as amended, modified or supplemented from time to exercise its warrantstime, in whole the “Note”) or in part(y) that certain Security Agreement, to dated as of the date hereof, among the Company, that notice shall be deemed a waiver certain subsidiaries of this Section 10. The the Company and the Holder shall be solely responsible for determining its ownership pursuant (as amended, modified or supplemented from time to this Section 10time, the “Security Agreement”).

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The limitation described in the first sentence of this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and various subsidiaries of the Company, as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”), or upon 75 days prior notice to the Company. The Holder , except that at no time shall be solely responsible for determining its ownership pursuant to this Section 10. If the number of shares of Common Stock beneficially owned by the Holder delivers a notice to exercise its warrants, in whole or in part, exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the Companycontrary, that notice shall be deemed a waiver the provisions of this Section 1010 are irrevocable and may not be waived by the Holder or the Company. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10.. 06/30/2005 6

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the HolderHolder and issuable to the Holder upon exercise of this Warrant. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The limitation described in the first sentence of this Section 10 shall automatically become null and void following without any notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in either (x) that certain Secured Convertible Term Note, dated as of the date hereof, issued by the Company in favor of the Holder, as amended, modified, restated and/or supplemented from time to time and/or (y) the Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and various subsidiaries of the Company, as amended, modified, restated and/or supplemented from time to time), or upon 75 days prior notice to the Company. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10. If the Holder delivers a notice to exercise its warrants, in whole or in part, to the Company, that notice shall be deemed a waiver of this Section 10. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The limitation described in the first sentence of this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and various subsidiaries of the Company, Company (as amended, modified, restated and/or supplemented from time to time, the "Security Agreement")), or upon 75 days prior notice to the Company. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10. If the Holder delivers a notice to exercise its warrants, in whole or in part, to the Company, that notice shall be deemed a waiver of this Section 10. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The limitation described in the first sentence of this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security and Purchase Agreement dated as of the date hereof among the Holderinitial Holder of this Warrant, the Company and various subsidiaries of the Company, Company (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”)), or upon 75 days prior notice from the Holder to the Company. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10. If the Holder delivers a notice to exercise its warrants, in whole or in part, to the Company, that notice shall be deemed a waiver of this Section 10. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The limitation described in the first sentence of this Section 10 shall automatically become null and void following notice to the Company Parent upon the occurrence and during the continuance of an Event of Default (as defined in the Security and Purchase Agreement dated as of the date hereof among the Holder, the Company Parent and various subsidiaries of the CompanyParent, as amended, modified, restated and/or supplemented from time to time, the "Security Agreement"), or upon 75 days prior notice to the Company. The Holder Parent, except that at no time shall be solely responsible for determining its ownership pursuant to this Section 10. If the number of shares of Common Stock beneficially owned by the Holder delivers a notice to exercise its warrants, in whole or in part, exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the Companycontrary, that notice shall be deemed a waiver the provisions of this Section 10. The 10 are irrevocable and may not be waived by the Holder shall be solely responsible for determining its ownership pursuant to this Section 10or the Parent.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.999.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The limitation described in the first sentence of this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and various subsidiaries of the Company, as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”)), or upon 75 days prior notice to the Company. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10. If the Holder delivers a notice to exercise its warrants, in whole or in part, to the Company, that notice shall be deemed a waiver of this Section 10. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The limitation described in the first sentence of this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and various subsidiaries of the Company, Company (as amended, modified, restated and/or supplemented from time to time, the "Security Agreement")), or upon 75 days prior notice to the Company. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10. If the Holder delivers a notice to exercise its warrants, in whole or in part, to the Company, that notice shall be deemed a waiver of this Section 10. The Holder shall be solely responsible for determining its ownership pursuant to this Section 10.