Common use of Nasdaq Rule Clause in Contracts

Nasdaq Rule. The Investors shall, in the aggregate, be entitled to exercise Adjustment Warrants (with respect to the Initial Shares only) for Adjustment Shares and receive Anti-Dilution Shares resulting in a total of 10,295,171 shares of Common Stock (19.99% of the Common Stock issued and outstanding on the date hereof, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "20% Cap"). Each Investor shall be entitled to receive Adjustment Shares and Anti-Dilution Shares such that, together with its Initial Shares, it will own such total number of shares of Common Stock equal to such Investor's pro rata share of the 20% Cap. An Investor shall have the right to receive cash payments from the Company for all shares of Common Stock that this Section 3.14 renders the Company incapable of issuing to such Investor ("Deficiency Shares") at the Premium Redemption Price for such Deficiency Shares (as defined in the Registration Rights Agreement). If an Investor has received its Adjustment Shares and Anti-Dilution Shares but has not depleted the total number of pro rata shares allocated to it, its remaining pro rata shares shall be reallocated amongst the Investors still to receive Adjustment Shares and/or Anti-Dilution Shares on a pro rata basis. If applicable, the restrictions and redemption obligations set forth in this Section 3.14 shall cease to apply if (a) the Company obtains written shareholder approval to issue Common Shares in excess of the 20% Cap pursuant to Nasdaq Rule 4460 or (b) the Company provides the Investors with irrevocable written notice, based upon the advice of its counsel, that any such issuance of Common Shares is not subject to the 20% Cap pursuant to Nasdaq Rule 4460. The Company will use its best efforts promptly to obtain either the shareholder approval or the irrevocable notice described in the preceding sentence and to provide the Investors with a copy of same. Without limiting the foregoing, the Company shall solicit the aforementioned shareholder approval at the next shareholders meeting (for whatever purpose it may be called) which, in any event, shall not be later than December 31, 2000 in which the Company will solicit the aforementioned shareholder approval, will solicit proxies in favor of issuing Common Shares in excess of the 20% Cap and will use its best efforts to have all affiliates of the Company which own or control shares of Common Stock to vote their shares in favor of such resolution.

Nasdaq Rule. The Investors shall, in the aggregate, be entitled to exercise Adjustment Warrants (with respect to the Initial Shares only) for Adjustment Shares and receive Anti-Dilution Shares resulting in a total of 10,295,171 up to 10,538,342 shares of Common Stock (19.99% of the Common Stock issued and outstanding on the date hereof, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "20% Cap"). Each Investor shall be entitled to receive Adjustment Shares and Anti-Dilution Shares such that, together with its Initial Shares, it will own such total number of shares of Common Stock equal to such Investor's pro rata share of the 20% Cap. An Once an Investor shall have the right to receive cash payments from has received its total pro rata share of Adjustment Shares, it may request that the Company for all shares of Common Stock that this Section 3.14 renders the Company incapable of issuing to such Investor ("Deficiency Shares") redeem its remaining Securities at the applicable Premium Redemption Price for such Deficiency Shares (as defined in the Registration Rights Agreement)Price. If an Investor has received its Adjustment Shares and Anti-Dilution Shares but has not depleted the total number of pro rata shares allocated to it, its remaining pro rata shares shall be reallocated amongst the Investors still to receive Adjustment Shares and/or Anti-Dilution Shares on a pro rata basis. If applicable, the The restrictions and redemption obligations set forth in this Section 3.14 shall cease to apply if (a) the Company obtains written shareholder approval to issue Common Shares in excess of the 20% Cap pursuant to Nasdaq Rule 4460 or (b) the Company provides the Investors with irrevocable written notice, based upon the advice of its counsel, that any such issuance of Common Shares is not subject to the 20% Cap pursuant to Nasdaq Rule 4460. The If the number of Initial Shares and Adjustment Shares exceeds 75% of the 20% Cap, the Company will use its best efforts promptly to obtain either the shareholder approval or the irrevocable notice described in the preceding sentence and to provide the Investors with a copy of same. Without limiting the foregoing, the Company shall solicit the aforementioned shareholder approval at the next shareholders meeting (for whatever purpose it may be called) which, in any event, shall not be later than December 31, 2000 75 days of such event in which the Company will solicit the aforementioned shareholder approval, will solicit proxies in favor of issuing Common Shares in excess of the 20% Cap and will use its best efforts to have all affiliates of the Company which own or control shares of Common Stock to vote their shares in favor of such resolution.

Nasdaq Rule. The Investors shallNotwithstanding anything contained herein, in the aggregate, Preferred Shares and Warrant shall not be entitled to exercise Adjustment Warrants (with respect convertible and exercisable to the Initial Shares only) for Adjustment Shares and receive Anti-Dilution Shares resulting extent that in a total excess of 10,295,171 4,372,600 shares of Common Stock (19.9919.9% of the Common Stock issued and outstanding on the date hereofof the Purchase Agreement, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "20% Cap")) would be issued thereon, unless the Company receives stockholder approval for such issuance. Each Investor shall be entitled to receive Adjustment Shares and Anti-Dilution Shares such that, together with its Initial Shares, it will own such total number of shares of Common Stock equal to such Investor's pro rata share of the 20% Cap. An Investor The Purchaser shall have the right to receive cash payments from the Company for all shares of Common Stock that this Section 3.14 renders the Company incapable of issuing to such Investor Purchaser ("Deficiency Shares") at a price equal to (a) for the Premium Redemption Price for such Deficiency Shares Preferred Shares, the Liquidation Value (as defined in the Registration Rights Agreement). If an Investor has received its Adjustment Certificate) of the Preferred Shares which would otherwise be converted into Deficiency Shares and Anti(b) for the Warrants, the value determined by the Black-Dilution Shares but has not depleted Scholes pricing model for such portion of the total number of pro rata shares allocated to it, its remaining pro rata shares shall Warrants which would otherwise be reallocated amongst the Investors still to receive Adjustment Shares and/or Anti-Dilution Shares on a pro rata basisexercisable for Deficiency Shares. If applicable, the restrictions and redemption obligations set forth in this Section 3.14 shall cease to apply if (a1) the Company obtains written shareholder approval to issue Common Shares in excess of the 20% Cap pursuant to Nasdaq Rule 4460 the rules and regulations of the Approved Market on which the Common Stock is traded, or (b2) the Company provides the Investors Purchaser with irrevocable written notice, based upon the written advice of its counsel, that any such issuance of Common Shares is not subject to the 20% Cap pursuant to Nasdaq Rule 4460the rules and regulations of such Approved Market. The Company will use its best efforts promptly to obtain either the shareholder approval or the irrevocable notice described in the preceding sentence and to provide the Investors Purchaser with a copy of same. Without limiting the foregoing, in the event at any time the number of Registrable Securities then issued or issuable upon full conversion and exercise of the Preferred Shares and Warrant is 85% of the 20% Cap (assuming full conversion and exercise without regard to any beneficial ownership limitations set forth therein), then the Company shall within 60 days hold a stockholders meeting and shall solicit the aforementioned shareholder approval at the next shareholders meeting (for whatever purpose it may be called) which, in any event, shall not be later than December 31, 2000 in which the Company will solicit the aforementioned shareholder approval, will solicit by soliciting proxies in favor of issuing Common Shares in excess of the 20% Cap and will use its best efforts to have all affiliates of the Company which own or control shares of Common Stock to vote their shares in favor of such resolution.

Nasdaq Rule. The Investors shall, in the aggregate, be entitled to exercise Adjustment Warrants (with respect to the Initial Shares only) for Adjustment Shares and receive Anti-Dilution Shares resulting in convert Debentures into a total of 10,295,171 shares of 4,855,889 Common Stock Shares (19.99% of the Common Stock issued and outstanding on the date hereof, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "20% CapCAP"). Each Investor shall be entitled to receive Adjustment Shares and Anti-Dilution Shares such that, together with convert that amount of its Initial Shares, it will own Debentures into such total number of shares of Common Stock Shares equal to such Investor's pro rata share of the 20% Cap. An Once an Investor shall have the right to receive cash payments from has received its total pro rata share upon 20 21 conversion of its Debentures, it may request that the Company redeem its remaining Debentures at a price equal to the greater of (a) the cash value that the Investor would receive upon conversion of the Debenture at the Conversion Price and subsequent sale of the Common Shares received thereupon at the Market Price for all shares Shares of Common Stock that this Section 3.14 renders in existence on such date and (b) 130% of the Company incapable of issuing to such Investor ("Deficiency Shares") at the Premium Redemption Price for such Deficiency Shares Outstanding Principal Amount (as defined in the Registration Rights Agreement)Debentures) plus accrued but unpaid interest and default payments in effect at that time. If an Investor has received converted all of its Adjustment Shares and Anti-Dilution Shares Debentures, but has not depleted the total number of pro rata shares allocated to it, its remaining pro rata shares shall be reallocated amongst the Investors still to receive Adjustment Shares and/or Anti-Dilution Shares holding Debentures on a pro rata basis. If applicable, the The restrictions and redemption obligations set forth in this Section 3.14 shall cease to apply if (a) the Company obtains written shareholder approval to issue Common Shares in excess of the 20% Cap pursuant to Nasdaq Rule 4460 or (b) the Company provides the Investors with irrevocable written notice, based upon the advice of its counsel, that any such issuance of Common Shares upon conversion of the Debentures is not subject to the 20% Cap pursuant to Nasdaq Rule 4460. The Company will use its best efforts promptly to obtain either the shareholder approval or the irrevocable notice described in the preceding sentence and to provide the Investors with a copy of same. Without : without limiting the foregoing, the Company shall solicit the aforementioned shareholder approval at the next shareholders meeting (for whatever purpose it may be called) which, in any event, shall not be later than December May 31, 2000 2001 in which the Company will solicit the aforementioned shareholder approval, will solicit proxies in favor of issuing Common Shares in excess of the 20% Cap and will use its best efforts to have all affiliates of the Company which own or control shares of Common Stock to vote their shares in favor of such resolution. For purposes of this Section 3.14 only, conversion of Debentures into Forced Conversion Warrants shall be deemed to be conversion of Debentures into the Common Shares into which such Forced Conversion Warrants are exercisable.

Nasdaq Rule. The Investors Purchasers shall, in the aggregate, be entitled to exercise Adjustment Warrants (with respect to the Initial Shares only) for Adjustment convert Preferred Shares and receive Anti-Dilution Shares resulting in exercise Warrants into a total of 10,295,171 shares of 9,369,113 Common Stock Shares and Warrant Shares (19.99% of the Common Stock issued and outstanding on the date hereof, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "20% CapCAP"). Each Investor Purchaser shall be entitled to receive Adjustment convert that amount of its Preferred Shares and Anti-Dilution Shares such that, together with exercise that amount of its Initial Shares, it will own Warrants into no more than such total number of shares of Common Stock Shares and Warrant Shares equal to such InvestorPurchaser's pro rata share of the 20% Cap. An Investor shall have the right to receive cash payments from the Company for If a Purchaser has converted all shares of Common Stock that this Section 3.14 renders the Company incapable of issuing to such Investor ("Deficiency Shares") at the Premium Redemption Price for such Deficiency Shares (as defined in the Registration Rights Agreement). If an Investor has received its Adjustment Preferred Shares and Anti-Dilution Shares exercised all of its Warrants, but has not depleted the total number of pro rata shares allocated to it, its remaining pro rata shares shall be reallocated amongst the Investors Purchasers still to receive Adjustment holding Preferred Shares and/or Anti-Dilution Shares and Warrants on a pro rata basis. If applicableIn the event that, due to the restrictions 20% Cap, a Purchaser may not convert all of its Preferred Shares and redemption obligations set forth in this Section 3.14 shall cease exercise all of its Warrants, then at such Purchaser's option, such Purchaser, upon written notice to apply if (a) the Company obtains written shareholder approval Company, may elect to issue reallocate to the Purchaser's Preferred Shares that number of shares of Common Shares in excess Stock issuable upon exercise of its Warrants by which its PRO RATA portion of the 20% Cap pursuant is exceeded. Such Warrants shall be terminated to Nasdaq Rule 4460 the extent of such reallocation. Upon any transfer of Warrants or (b) Preferred Shares, the transferor shall notify the Company provides in writing of the Investors with irrevocable written notice, based upon the advice of its counsel, that any such issuance of Common Shares is not subject to the 20% Cap pursuant to Nasdaq Rule 4460. The Company will use its best efforts promptly to obtain either the shareholder approval or the irrevocable notice described in the preceding sentence and to provide the Investors with a copy of same. Without limiting the foregoing, the Company shall solicit the aforementioned shareholder approval at the next shareholders meeting (for whatever purpose it may be called) which, in any event, shall not be later than December 31, 2000 in which the Company will solicit the aforementioned shareholder approval, will solicit proxies in favor of issuing Common Shares in excess transferee's PRO RATA portion of the 20% Cap and will use its best efforts to have all affiliates Cap. The provisions of this section shall apply so long as any of the Company which own or control shares of Common Stock to vote their shares in favor of such resolutionPreferred Shares and/or the Warrants remains outstanding.

Nasdaq Rule. The Investors shallNotwithstanding anything contained herein, in the aggregate, Debentures and Warrants shall not be entitled to exercise Adjustment Warrants (with respect convertible and exercisable to the Initial Shares only) for Adjustment Shares and receive Anti-Dilution Shares resulting extent that in a total excess of 10,295,171 4,372,600 shares of Common Stock (19.9919.9% of the Common Stock issued and outstanding on the date hereof, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "20% CapCAP")) would be issued thereon, unless the Company receives stockholder approval for such issuance. Each Investor Purchaser shall be entitled to receive Adjustment Shares and Anti-Dilution Shares such that, together with its Initial Shares, it will own such total the number of shares of Common Stock Registrable Securities equal to such InvestorPurchaser's pro rata share of the 20% CapCap (based upon its aggregate Purchase Price hereunder). An Investor A Purchaser shall have the right to receive cash payments from the Company for all shares of Common Stock that this Section 3.14 renders the Company incapable of issuing to such Investor Purchaser ("Deficiency Shares") at the Premium Redemption Price for such Deficiency Shares (as defined in the Registration Rights Agreement)) for such Deficiency Shares. If an Investor a Purchaser has received its Adjustment Shares and Anti-Dilution Shares all Registrable Securities to which it is entitled to receive but has not depleted the total number of pro rata shares allocated to it, its remaining pro rata shares shall be reallocated amongst the Investors Purchasers still to receive Adjustment Shares and/or Anti-Dilution Shares Registrable Securities on a pro rata basis. If applicable, the restrictions and redemption obligations set forth in this Section 3.14 shall cease to apply if (a) the Company obtains written shareholder approval to issue Common Shares in excess of the 20% Cap pursuant to the rules and regulations of the Nasdaq Rule 4460 National Market System or (b) the Company provides the Investors Purchasers with irrevocable written notice, based upon the written advice of its counsel, that any such issuance of Common Shares is not subject to the 20% Cap pursuant to the rules and regulations of the Nasdaq Rule 4460National Market System. The Company will use its best efforts promptly to obtain either the shareholder approval or the irrevocable notice described in the preceding sentence and to provide the Investors Purchasers with a copy of same. Without limiting the foregoing, in the event at any time the number of Registrable Securities then issued or issuable upon full conversion and exercise of the Debentures and Warrants is 85% of the 20% Cap (assuming full conversion and exercise without regard to any beneficial ownership limitations set forth therein and assuming the Adjustment Date under the Adjustment Warrant occurs at such time if it has not already occurred), then the Company shall within 60 days hold a stockholders meeting and shall solicit the aforementioned shareholder approval at the next shareholders meeting (for whatever purpose it may be called) which, in any event, shall not be later than December 31, 2000 in which the Company will solicit the aforementioned shareholder approval, will solicit by soliciting proxies in favor of issuing Common Shares in excess of the 20% Cap and will use its best efforts to have all affiliates of the Company which own or control shares of Common Stock to vote their shares in favor of such resolution.

Nasdaq Rule. The Investors shall, in the aggregate, be entitled to exercise Adjustment Warrants (with respect to the Initial Shares only) for Adjustment Shares and receive Anti-Dilution Shares "Adjustment Shares" issuable under the Option Adjustment Warrant ("WARRANT ADJUSTMENT SHARES") resulting in a total number of 10,295,171 shares of Common Stock (equal to up to 19.99% of the Common Stock issued and outstanding on the date hereof, hereof (which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "20% CapCAP"). Each Investor shall be entitled to receive Adjustment Shares and Anti-Dilution Warrant Adjustment Shares such that, together with its Initial Shares, that it will own such total number of such shares of Common Stock equal to such Investor's pro rata share of the 20% Cap. An Once an Investor shall have the right to receive cash payments from has received its total pro rata share of Adjustment Shares and Warrant Adjustment Shares, it may request that the Company for all shares of Common Stock that this Section 3.14 renders the Company incapable of issuing to such Investor ("Deficiency Shares") redeem its remaining Adjustment Shares and Warrant Adjustment Shares at the Premium Redemption then applicable Adjustment Share Purchase Price for such Deficiency Shares (as defined in the Registration Rights Agreementapplicable warrant). If an Investor has received its Adjustment Shares and Anti-Dilution Warrant Adjustment Shares but has not depleted the total number of pro rata shares allocated to it, its remaining pro rata shares shall be reallocated amongst the Investors still to receive Adjustment Shares and/or Anti-Dilution and Warrant Adjustment Shares on a pro rata basis. If applicable, the The restrictions and redemption obligations set forth in this Section 3.14 shall cease to apply if (a) the Company obtains written shareholder approval to issue Common Shares in excess of the 20% Cap pursuant to Nasdaq Rule 4460 or (b) the Company provides the Investors with irrevocable written notice, based upon the advice of its counsel, that any such issuance of Common Shares is not subject to the 20% Cap pursuant to Nasdaq Rule 4460. The If necessary, the Company will use its best efforts promptly to obtain either the shareholder approval or the irrevocable notice described in the preceding sentence and to provide the Investors with a copy of same. Without limiting the foregoing, the Company shall solicit the aforementioned shareholder approval at the next shareholders meeting (for whatever purpose it may be called) which, in any event, shall not be later than December 31, 2000 in which the Company will solicit the aforementioned shareholder approval, will solicit proxies in favor of issuing Common Shares in excess of the 20% Cap and will use its best efforts to have all affiliates of the Company which own or control shares of Common Stock to vote their shares in favor of such resolution.

Nasdaq Rule. The Investors shallNotwithstanding anything contained herein, the Preferred Shares and Warrants shall not be convertible and exercisable nor shall dividends be issuable upon the Preferred Shares in the aggregate, be entitled to exercise Adjustment Warrants (with respect shares of Common Stock to the Initial Shares only) for Adjustment Shares and receive Anti-Dilution Shares resulting extent that in a total excess of 10,295,171 4,020,649 shares of Common Stock (19.99% of the Common Stock issued and outstanding on the date hereof, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "20% CapCAP")) would be issued thereon, unless the Company receives stockholder approval for such issuance. Each Investor Purchaser shall be entitled to receive Adjustment Shares and Anti-Dilution Shares such that, together with its Initial Shares, it will own such total the number of shares of Common Stock Registrable Securities equal to such InvestorPurchaser's pro rata share of the 20% CapCap (based upon its Purchase Price compared to the aggregate Purchase Price hereunder). An Investor Once a Purchaser has received its total pro rata share upon conversion of its Preferred Shares and exercise of its Warrants, and if the Company shall not have complied with its obligations to obtain the stockholder approval described below by the date set forth below, it shall have the right to receive cash payments from compel the Company for all shares of Common Stock that this Section 3.14 renders the Company incapable of issuing to such Investor ("Deficiency Shares") redeem its remaining Preferred Shares and Warrants at a price equal to the Premium Redemption Price for such Deficiency Shares (as defined in the Registration Rights Agreement). If an Investor a Purchaser has received converted and exercised all of its Adjustment Preferred Shares and Anti-Dilution Shares Warrants, but has not depleted the total number of pro rata shares allocated to it, its remaining pro rata shares shall be reallocated amongst the Investors Purchasers still to receive Adjustment holding Preferred Shares and/or Anti-Dilution Shares and Warrants on a pro rata basis. If applicable, The Company agrees that if at any point in time (the restrictions and redemption obligations set forth in this Section 3.14 shall cease to apply if (a"Trigger Date") the number of Common Shares issuable upon full conversion of all the Preferred Shares and full exercise of all the Warrants then outstanding (without regard to any limitations on beneficial ownership contained in the Certificate or Warrants), together with the number of Common Shares already issued by the Company obtains written upon conversion of Preferred Shares and exercise of Warrants, would exceed 85% of the 20% Cap, then the Company shall promptly call a shareholders meeting to obtain shareholder approval to issue for the issuance of Common Shares and Warrant Shares in excess of the 20% Cap. If such shareholder approval is not obtained within 60 days of the Trigger Date, then each holder of Preferred Shares and Warrants shall have the right to sell to the Company such number of Preferred Shares and/or Warrants which cannot be converted or exercised due to such 20% Cap limitation at a redemption price equal to the Premium Redemption Price. Subject to any consent or approval rights of the Purchasers hereunder, in the event the Company contemplates an offering of its equity or debt securities within six months of the date hereof, excluding offerings pursuant to duly adopted employee, officer and director equity compensation plans and programs or to consultants as reasonable compensation for services actually rendered to the Company, the Company agrees that, upon the reasonable request of at least 75% of the Purchasers, the Company shall first disclose the terms and conditions and other relevant facts of such proposed transaction to Nasdaq Rule 4460 and seek to obtain from Nasdaq its assurance that such transaction will not be integrated with the offering which is the subject of this Agreement for purposes of the Nasdaq rules requiring shareholder approval of the issuance of 20% or more of an issuer's outstanding common stock. In the event that (bi) the Company provides fails to seek such assurances, or (ii) the Investors Company proceeds with irrevocable written noticesuch other transaction after not receiving a response from Nasdaq and such other transaction is integrated with this offering, based upon then, at the advice election of its counsela Purchaser, that the Company shall redeem within five (5) days at the Premium Redemption Price any such issuance of Common and all Preferred Shares is and/or Warrants which cannot subject be converted or exercised due to the 20% Cap pursuant to Nasdaq Rule 4460. The Company will use its best efforts promptly to obtain either Cap, provided that if such integration adversely affects the shareholder approval or exemption from registration under the irrevocable notice described in Securities Act for the preceding sentence and to provide private placement hereunder, then, at the Investors with a copy election of same. Without limiting the foregoingany Purchaser, the Company shall solicit redeem within five (5) days any or all of the aforementioned shareholder approval Securities then held by such Purchaser at the next shareholders meeting (for whatever purpose it may be called) which, in any event, shall not be later than December 31, 2000 in which the Company will solicit the aforementioned shareholder approval, will solicit proxies in favor of issuing Common Shares in excess of the 20% Cap and will use its best efforts to have all affiliates of the Company which own or control shares of Common Stock to vote their shares in favor of such resolutionPremium Redemption Price.

Nasdaq Rule. The Investors shall, in the aggregate, be entitled to exercise Adjustment Warrants (with respect to the Initial Shares only) for Adjustment Shares and receive Anti-Dilution Shares resulting in convert Debentures into a total of 10,295,171 shares of 4,855,889 Common Stock Shares (19.99% of the Common Stock issued and outstanding on the date hereof, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "20% CapCAP"). Each Investor shall be entitled to receive Adjustment Shares and Anti-Dilution Shares such that, together with convert that amount of its Initial Shares, it will own Debentures into such total number of shares of Common Stock Shares equal to such Investor's pro rata share of the 20% Cap. An Once an Investor shall have the right to receive cash payments from has received its total pro rata share upon conversion of its Debentures, it may request that the Company redeem its remaining Debentures at a price equal to the greater of (a) the cash value that the Investor would receive upon conversion of the Debenture at the Conversion Price and subsequent sale of the Common Shares received thereupon at the Market Price for all shares Shares of Common Stock that this Section 3.14 renders in existence on such date and (b) 130% of the Company incapable of issuing to such Investor ("Deficiency Shares") at the Premium Redemption Price for such Deficiency Shares OUTSTANDING PRINCIPAL AMOUNT" (as defined in the Registration Rights Agreement)Debentures) plus accrued but unpaid interest and default payments in effect at that time. If an Investor has received converted all of its Adjustment Shares and Anti-Dilution Shares Debentures, but has not depleted the total number of pro rata shares allocated to it, its remaining pro rata shares shall be reallocated amongst the Investors still to receive Adjustment Shares and/or Anti-Dilution Shares holding Debentures on a pro rata basis. If applicable, the The restrictions and redemption obligations set forth in this Section 3.14 shall cease to apply if (a) the Company obtains written shareholder approval of the Company's shareholders other than the Investors (if applicable), to issue Common Shares in excess of the 20% Cap pursuant to Nasdaq Rule 4460 or (b) the Company provides the Investors with irrevocable written notice, based upon the advice of its counsel, that any such issuance of Common Shares upon conversion of the Debentures is not subject to the 20% Cap pursuant to Nasdaq Rule 4460. The Company will use its best efforts promptly to obtain either the shareholder approval or the irrevocable notice described in the preceding sentence and to provide the Investors with a copy of same. Without : without limiting the foregoing, the Company shall solicit the aforementioned shareholder approval at the next shareholders meeting (for whatever purpose it may be called) which, in any event, shall not be later than December May 31, 2000 2001 in which the Company will solicit the aforementioned shareholder approval, will solicit proxies in favor of issuing Common Shares in excess of the 20% Cap and will use its best efforts to have all affiliates of the Company which own or control shares of Common Stock to vote their shares in favor of such resolution.the

Nasdaq Rule. The Investors shall, in the aggregate, be entitled to exercise Adjustment Warrants (with respect to the Initial Shares only) for Adjustment Shares and receive Anti-Dilution Shares resulting in convert Debentures into a total of 10,295,171 shares of 10,538,342 Common Stock Shares (19.99% of the Common Stock issued and outstanding on the date hereof, which number shall be subject to readjustment for any stock split, stock dividend or reclassification of the Common Stock) (the "20% Cap"). Each Investor shall be entitled to receive Adjustment Shares and Anti-Dilution Shares such that, together with convert that amount of its Initial Shares, it will own Debentures into such total number of shares of Common Stock Shares equal to such Investor's pro rata share of the 20% Cap. An Once an Investor shall have the right to receive cash payments from has received its total pro rata share upon conversion of its Debentures, it may request that the Company for all shares of Common Stock that this Section 3.14 renders the Company incapable of issuing redeem its remaining Debentures at a price equal to such Investor ("Deficiency Shares") at the Premium Redemption Price for such Deficiency Shares (as defined in the Registration Rights Agreement)) plus accrued but unpaid interest and default payments in effect at that time. If an Investor has received converted all of its Adjustment Shares and Anti-Dilution Shares Debentures, but has not depleted the total number of pro rata shares allocated to it, its remaining pro rata shares shall be reallocated amongst the Investors still to receive Adjustment Shares and/or Anti-Dilution Shares holding Debentures on a pro rata basis. If applicable, the The restrictions and redemption obligations set forth in this Section 3.14 (including, without limitation, an Investor's right to redeem Debentures at the Premium Redemption Price) shall cease to apply if (a) the Company obtains written shareholder approval to issue Common Shares in excess of the 20% Cap pursuant to Nasdaq Rule 4460 or (b) the Company provides the Investors with irrevocable written notice, based upon the advice of its counsel, that any such issuance of Common Shares upon conversion of the Debentures is not subject to the 20% Cap pursuant to Nasdaq Rule 4460. The In the event that the number of Common Shares issued or issuable upon conversion of the Debentures exceeds 75% of the 20% Cap, the Company will use its best efforts promptly to obtain either the shareholder approval or the irrevocable notice described in the preceding sentence and to provide the Investors with a copy of same. Without same without limiting the foregoing, the Company shall solicit the aforementioned shareholder approval at the next shareholders meeting (for whatever purpose it may be called) which, in any event, shall not be later than December 31within 75 days of such event, 2000 in which the Company will solicit the aforementioned shareholder approval, will solicit proxies in favor of issuing Common Shares in excess of the 20% Cap and will use its best efforts to have all affiliates of the Company which own or control shares of Common Stock to vote their shares in favor of such resolution.