Common use of Optional Redemption and Conversion Clause in Contracts

Optional Redemption and Conversion. (a) The Company reserves the right to call all, but not part, of the out- standing Notes for redemption on May 2, 1996, or thereafter up to the close of business on December 15, 2000, at a price of 110% of the principal amount thereof; together with interest accrued to the date of such redemption provided that the average of the daily closing sales prices of a Share for a period of 30 consecutive trading days, the last day of which trading days is not more than 10 days prior to the day upon which the Company sends a notice to Banca del Gottardo of its intention to redeem the Notes under this sub-section (a), is at least 200% of the Conversion Price in effect on such last day (taking into account any retroactive adjustment not then reflected in the Conversion Price). The closing sales price for any day shall be the average of the closing prices on the New York Stock Exchange and if not listed any longer thereon, the average of the closing bid and asked prices on the National Association of Securities Dealers Automated Quotation(NASDAQ). All outstanding Notes will become due 60 days after receipt of the aforesaid notice of early redemption by Banca del Gottardo. As long as the Shares are listed on a stock exchange or exchanges in the United States of America, reference in this sub-section (a) to the sales price for any day shall be deemed to refer to the closing price (regular way) of a Share as reported by the principal stock exchange on which the Shares are listed for such day. If no such sales price is reported for one or more trading days, such day or days shall not be deemed as trading day or days and shall be disregarded in the calculation of the said 30 trading day period. (b) Each Noteholder will have the right to require the Company to redeem any Note or Notes on December 31, 1999 at a price of 106% of the principal amount thereof, together with interest accrued to the due date of redemption. This right will have to be exercised by giving notice and surrendering the Note(s), so to be redeemed to Banca del Gottardo, Lugano, at any time on or after October 1, 1999 and prior to October 31, 1999 accompanied by an irrevocable request for redemption. Notes called for redemption will become due on December 31, 1999. Notes called for redemption shall cease to bear interest from the date fixed for such redemption, unless the Company shall default in providing for the payment of the redemption price. The Notes must be presented for repayment with all unmatured Coupons attached. An amount equal to any missing unmatured Coupon shall be deducted from the amount due on redemption. Such Coupons shall, however, be paid upon subsequent presentation provided they shall not have become barred pursuant to Section 11 hereof.

Optional Redemption and Conversion. (a) The Company reserves the right to call all, but not part, of the out- standing outstanding Notes for redemption on May 2March 1, 19962000, or thereafter up to the close of business on December 15October 22, 20002003, at a price of 110% of the principal amount thereof; , together with interest accrued to the date of such redemption provided that the average of the daily closing sales prices of a Share for a period of 30 consecutive trading days, the last day of which trading days is not more than 10 days prior to the day upon which the Company sends a notice to Banca del Gottardo of its intention to redeem the Notes under this sub-section (a), is at least 200% of the Conversion Price Price, being initially USD 3.75 per Share ( the "Conversion Price), in effect on such last day (taking into account any retroactive adjustment not then reflected in the Conversion Price, whereby such adjustment shall be calculated pursuant to the Conversion Provisions, available at Banca del Gottardo). The closing sales price for any day shall be the average of the closing prices on the New York Stock Exchange and if not listed any longer thereon, the average of the closing bid and asked prices on the National Association of Securities Dealers Automated Quotation(NASDAQQuotation (NASDAQ). All outstanding Notes will become due 60 days after receipt of the aforesaid notice of early redemption by Banca del Gottardo. As long as the Shares are listed on a stock exchange or exchanges in the United States of America, reference in this sub-section (a) to the sales price for any day shall be deemed to refer to the closing price (regular way) of a Share as reported by the principal stock exchange on which the Shares are listed for such day, or the average of closing bid and asked prices on NASDAQ. If no such sales price is reported for one or more trading days, such day or days shall not be deemed as trading day or days and shall be disregarded in the calculation of the said 30 trading day period. (b) Each Noteholder will have the right to require the Company to redeem any Note or Notes on December 31, 1999 at a price of 106% of the principal amount thereof, together with interest accrued to the due date of redemption. This right will have to be exercised by giving notice and surrendering the Note(s), so to be redeemed to Banca del Gottardo, Lugano, at any time on or after October 1, 1999 and prior to October 31, 1999 accompanied by an irrevocable request for redemption. Notes called for redemption will become due on December 31, 1999. Notes called for redemption shall cease to bear interest from the date fixed for such redemption, unless the Company shall default in providing for the payment of the redemption price. The Notes must be presented for repayment with all unmatured Coupons attached. An amount equal to any missing unmatured Coupon shall be deducted from the amount due on redemption. Such Coupons shall, however, be paid upon subsequent presentation provided they shall not have become barred pursuant to Section 11 hereof.

Optional Redemption and Conversion. (a) Call Option The Company reserves the right to call all, but not part, of the out- standing outstanding Notes for redemption on May 2September 1, 1996, or thereafter up to the close of business on December 15, 2000thereafter, at a price of 110% of the principal amount thereof; , together with interest accrued to the date of such redemption provided that the average of the daily closing sales prices (as defined below) of a Share share of the Company's Common Stock, par value USD .001 per share (the "Shares") for a period of 30 consecutive trading days, the last day of which trading days is not more than 10 days prior to the day upon which the Company sends a notice to Banca del Gottardo of its intention to redeem the Notes under this sub-section (a), is at least 200% of the Conversion Price conversion price in effect on such last day (taking into account any retroactive adjustment not then reflected in the Conversion Priceconversion price). The closing sales price for any day shall be the average of the closing prices on the New York Stock Exchange and if not listed any longer thereon, the average of the closing bid and asked prices on the National Association of Securities Dealers Automated Quotation(NASDAQQuotation (NASDAQ) (the "Market Price"). All outstanding Notes will become due 60 days after receipt of the aforesaid notice of early redemption by Banca del Gottardo. As long as If the Shares are listed on a stock exchange or exchanges in the United States of America, reference in this sub-section (a) to the sales price for any day shall be deemed to refer to the closing price (regular way) of a Share as reported by the principal stock exchange on which the Shares are listed for such day. If no such sales price is reported for one or more trading days, such day or days shall not be deemed as trading day or days and shall be disregarded in the calculation of the said 30 trading day period. (b) Each Noteholder will have the right to require the Company to redeem any Note or Notes on December 31, 1999 at a price of 106% of the principal amount thereof, together with interest accrued to the due date of redemption. This right will have to be exercised by giving notice and surrendering the Note(s), so to be redeemed to Banca del Gottardo, Lugano, at any time on or after October 1, 1999 and prior to October 31, 1999 accompanied by an irrevocable request for redemption. Notes called for redemption will become due on December 31, 1999. Notes called for redemption shall cease to bear interest from the date fixed for such redemption, unless the Company shall default in providing for the payment of the redemption price. The Notes must be presented for repayment with all unmatured Coupons coupons attached. An amount equal to any missing unmatured Coupon coupon shall be deducted from the amount due on redemption. Such Coupons coupons shall, however, be paid upon subsequent presentation provided they shall not have become barred pursuant to Section 11 hereof. The Company will have the right to redeem any Note or Notes at any time at a price of 108% of the principal amount thereof, together with interest accrued to the due date of redemption, if less than 40% of the Notes remain outstanding on the respective redemption date. This right will have to be exercised by giving notice and surrendering the Note(s), if any are printed, so to be redeemed to Banca del Gottardo, Lugano, at any time on or after the date of the redemption notice accompanied by an irrevocable request for redemption. Notes called for redemption will become due 30 days after the date of the redemption notice. Notes called for redemption shall cease to bear interest from the date fixed for such redemption, unless the Company shall default in providing for the payment of the redemption price. The Notes must be presented for repayment with all unmatured coupons attached. An amount equal to any missing unmatured coupon shall be deducted from the amount due on redemption. Such coupons shall, however, be paid upon subsequent presentation provided they shall not have become barred pursuant to Section 11 hereof. Banca del Gottardo shall notify to the Noteholders in accordance with Section 12 hereof.

Optional Redemption and Conversion. (a) The Company reserves the right to call all, but not part, of the out- standing outstanding Notes for redemption on May 2February 4, 19961997, or thereafter up to the close of business on December 15October 30, 20002001, at a price of 110% of the principal amount thereof; , together with interest accrued to the date of such redemption provided that the average of the daily closing sales prices of a Share for a period of 30 consecutive trading days, the last day of which trading days is not more than 10 days prior to the day upon which the Company sends a notice to Banca del Gottardo of its intention to redeem the Notes under this sub-section (a), is at least 200% of the Conversion Price in effect on such last day (taking into account any retroactive adjustment not then reflected in the Conversion Price). The closing sales price for any day shall be the average of the closing prices on the New York Stock Exchange and if not listed any longer thereon, the average of the closing bid and asked prices on the National Association of Securities Dealers Automated Quotation(NASDAQQuotation (NASDAQ). All outstanding Notes will become due 60 days after receipt of the aforesaid notice of early redemption by Banca del Gottardo. As long as the Shares are listed on a stock exchange or exchanges in the United States of America, reference in this sub-section (a) to the sales price for any day shall be deemed to refer to the closing price (regular way) of a Share as reported by the principal stock exchange on which the Shares are listed for such day. If no such sales price is reported for one or more trading days, such day or days shall not be deemed as trading day or days and shall be disregarded in the calculation of the said 30 trading day period. (b) Each Noteholder will have the right to require the Company to redeem any Note or Notes on December 31November 22, 1999 2000 at a price of 106% of the principal amount thereof, together with interest accrued to the due date of redemption. This right will have to be exercised by giving notice and surrendering the Note(s), so to be redeemed to Banca del Gottardo, Lugano, at any time on or after October September 1, 1999 2000 and prior to October 31September 30, 1999 2000 accompanied by an irrevocable request for redemption. Notes called for redemption will become due on December 31November 22, 19992000. Notes called for redemption shall cease to bear interest from the date fixed for such redemption, unless the Company shall default in providing for the payment of the redemption price. The Notes must be presented for repayment with all unmatured Coupons attached. An amount equal to any missing unmatured Coupon shall be deducted from the amount due on redemption. Such Coupons shall, however, be paid upon subsequent presentation provided they shall not have become barred pursuant to Section 11 hereof.