Common use of Preferred Stock Conversion Clause in Contracts

Preferred Stock Conversion. As of the date of issuance of this Warrant, the Company is in the process of converting certain preferred stock to common stock pursuant to a plan approved by the Bankruptcy Court on March 27, 2006 (the “PS Conversion”). The Holder is aware of the PS Conversion and, notwithstanding anything in this Warrant to the contrary, none of the Anti-Dilution provisions of Article IV shall apply to any modification or change in the capital structure or any distributions made in connection with the PS Conversion. This Warrant is expressly granted in contemplation of, and the rights hereunder shall be effective as if, the PS Conversion has been completed. The maximum number of shares of Common Stock to be issued under the PS Conversion shall not exceed 8,994,357 (excluding the Common Stock to be issued pursuant to the warrants granted to the holders of this Warrant and the warrants granted to Flagstone Securities).

Preferred Stock Conversion. As of the date of issuance of this Warrant, the Company is in the process of converting certain preferred stock to common stock pursuant to a plan approved by the Bankruptcy Court on March 27, 2006 (the “PS Conversion”). The Holder is aware of the PS Conversion and, notwithstanding anything in this Warrant to the contrary, none of the Anti-Dilution provisions of Article IV shall apply to any modification or change in the capital structure or any distributions made in connection with the PS Conversion. This Warrant is expressly granted in contemplation of, and the rights hereunder shall be effective as if, the PS Conversion has been completed. The maximum number of shares of Common Stock to be issued under the PS Conversion shall not exceed 8,994,357 (excluding the Common Stock to be issued pursuant to the warrants granted to the holders of this Warrant and the warrants granted to Flagstone SecuritiesHeartland Bank).