Common use of Stock Quotation Clause in Contracts

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer and the aggregate market value of any Shares not purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued inclusion in the Nasdaq National Market, which among other things require that an issuer have either (i) at least 750,000 publicly held shares, held by at least 400 shareholders of round lots, with an aggregate market value of at least $5,000,000, net tangible assets of at least $4,000,000, a minimum bid price of at least $1 per Share, and at least two registered and active market makers providing quotations for the shares or (ii) at least 1,100,000 publicly held shares, held by at least 400 shareholders of round lots, with an aggregate market value of at least $15,000,000, a minimum bid price of at least $5 per share and either (x) a market capitalization of at least $50,000,000 or (y) total assets and total revenue of at least $50,000,000 each for the most recently completed fiscal year or two of the last three most recently completed fiscal years and at least four registered and active market markers providing quotations for the Shares. If neither of the foregoing standards are met, the Shares would no longer be listed on the Nasdaq National Market. Shares held directly or indirectly by directors, officers or beneficial owners of more than 10% of the Shares are not considered as being publicly held for this purpose. According to information provided by the Company, as of May 2, 2000, there were approximately 1,600 shareholders of record. The Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly, if any, effected by the Offer would have an adverse or beneficial effect on the market price for or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer price. If the Shares were to cease to be quoted on the Nasdaq National Market, the market for the Shares could be adversely affected. It is possible that the Shares would be traded or quoted on other securities exchanges or in the over-the-counter market and the price quotations would be reported by such exchange or through Nasdaq or other sources. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon the number of shareholders and/or the aggregate market value of the Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act and other factors.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer and the aggregate market value of any Shares not purchased pursuant to the Offeroffer, the Shares may no longer meet the requirements of the National Association of Securities Dealers, Inc. (the "NASD") for continued inclusion in on the Nasdaq National Market, which among other things require that an issuer . The maintenance for continued inclusion requires the Company to substantially meet one of two maintenance standards. The Company must have either (a) (i) at least 750,000 publicly held shares, held by (ii) at least 400 shareholders stockholders of round lots, with an aggregate (iii) a market value of at least $5,000,0005 million, net tangible assets of at least $4,000,000, (iv) a minimum bid price per Share of at least $1 per Share1.00, and (v) at least two registered and active market makers providing quotations for the shares its Shares and (vi) net tangible assets of at least $4 million; or (iib) (i) at least 1,100,000 publicly held shares, held by (ii) at least 400 shareholders stockholders of round lots, with an aggregate (iii) a market value of at least $15,000,00015 million, a minimum bid price of at least $5 per share and (iv) either (x) a market capitalization of at least $50,000,000 50 million or (y) total assets and total revenue of at least $50,000,000 each for the 50 million, in its most recently completed fiscal year or two of the its last three most recently completed fiscal years years, (v) a minimum bid price per Share of $5.00 and (vi) at least four registered and active market markers providing quotations for the Shares. If neither of the foregoing standards are met, the Shares would no longer be listed on the Nasdaq National Marketmakers. Shares held directly or indirectly by directors, officers or beneficial owners of or more than 10% of the Shares are not considered as being publicly held for this purpose. According to information provided by the CompanyIf, as a result of May 2, 2000, there were approximately 1,600 shareholders of record. The Purchaser cannot predict whether the reduction in the number purchase of Shares that might otherwise trade publicly, if any, effected by pursuant to the Offer would have an adverse or beneficial effect on otherwise, the market price for or marketability Shares no longer meet the requirements of the Shares or whether it would cause future market prices to be greater or less than the Offer price. If the Shares were to cease to be quoted on NASD for continued inclusion in the Nasdaq National Market or in any other tier of the Nasdaq Stock Market, and the Shares are, in fact, no longer included in the Nasdaq National Market or in any other tier of the Nasdaq Stock Market, the market for the Shares could be adversely affected. It is In the event that the Shares no longer meet the requirements of the NASD for continued inclusion in any tier of the Nasdaq Stock Market, it may be possible that the Shares would be traded or quoted on other securities exchanges or continue to trade in the over-the-counter market and the that price quotations would be reported by such exchange or through Nasdaq or other sources. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon the number of shareholders and/or the aggregate market value holders of the Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act Act, as described below, and other factors.. EXCHANGE ACT REGISTRATION The Shares are currently registered under the Exchange Act. Registration under the Exchange Act may be terminated upon application by the Company to the Commission if the Shares are not listed on a national securities exchange and there are fewer than 300 record holders. Termination of the Exchange Act registration of the Shares would substantially reduce the information required to be furnished by the Company to holders of Shares and to the Commission and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirements of furnishing a proxy statement in connection with stockholders' meetings and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions, no longer applicable to the Shares. In addition, "affiliates" of the Company and persons holding "restricted securities" of the Company may be deprived of the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be "margin securities" or be eligible for Nasdaq Stock Market reporting. Parent currently intends to seek to cause the Company to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met. MARGIN REGULATIONS

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer and the aggregate market value of any Shares not purchased pursuant to the Offer, the Shares may no longer meet the requirements of the National Association of Securities Dealers for continued inclusion in the on The Nasdaq National Market, which among other things require requires that an issuer have either (i) have at least 750,000 publicly held shares, held by at least 400 shareholders of round lotslot stockholders, with an aggregate a market value of at least $5,000,000, have at least two market makers, have net tangible assets of at least $4,000,0004 million, and have a minimum bid price of at least $1 per Share, and at least two registered and active market makers providing quotations for the shares or (ii) have at least 1,100,000 publicly held shares, held by at least 400 shareholders of round lotslot stockholders, with an aggregate a market value of at least $15,000,000, have a minimum bid price of $5, have at least $5 per share 4 market makers and have either (xA) a market capitalization of at least $50,000,000 or (yB) total assets and total revenue revenues each of at least $50,000,000 each for the most recently completed fiscal year or two of the last three most recently completed fiscal years and at least four registered and active market markers providing 50,000,000. If The Nasdaq National Market were to cease to publish quotations for the Shares. If neither of the foregoing standards are met, the Shares would no longer be listed on the Nasdaq National Market. Shares held directly or indirectly by directors, officers or beneficial owners of more than 10% of the Shares are not considered as being publicly held for this purpose. According to information provided by the Company, as of May 2, 2000, there were approximately 1,600 shareholders of record. The Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly, if any, effected by the Offer would have an adverse or beneficial effect on the market price for or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer price. If the Shares were to cease to be quoted on the Nasdaq National Market, the market for the Shares could be adversely affected. It is possible that the Shares would be traded or quoted on other securities exchanges or continue to trade in the over-the-counter market and the that price or other quotations would be reported by such exchange or through Nasdaq or other sources. The extent of the public market for the such Shares and the availability of such quotations wouldwould depend, however, depend upon such factors as the number of shareholders stockholders and/or the aggregate market value of the Shares such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act as described below, and other factors. EXCHANGE ACT REGISTRATION. The Shares are currently registered under the Exchange Act. Such registration under the Exchange Act may be terminated upon application of the Company to the Commission if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration under the Exchange Act would substantially reduce the information required to be furnished by the Company to its stockholders and to the Commission and would make certain provisions of the Exchange Act no longer applicable to the Company, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with stockholders' meetings, the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions. Furthermore, the ability of "affiliates" of the Company and persons holding "restricted securities" of the Company to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act may be impaired or eliminated. Purchaser intends to seek to cause the Company to apply for termination of registration of the Common Stock under the Exchange Act as soon after the consummation of the Offer as the requirements for such termination are met. If registration of the Shares is not terminated prior to the Merger, then the Shares will be delisted from all stock exchanges and the registration of the Shares under the Exchange Act and other factorswill be terminated following the consummation of the Merger.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer and the aggregate market value of any Shares not purchased pursuant to the Offer, the Shares may no longer meet the requirements standards for continued inclusion in listing on the Nasdaq National Market, which among other things require that an issuer have either (i) either: - at least 750,000 publicly held shares, held by at least 400 shareholders of round lots, with an aggregate market value of at least $5,000,000, net tangible assets of at least $4,000,000, a minimum bid price of at least $1 per Shareshare, and at least two registered and active market makers providing quotations for the shares shares, or (ii) - at least 1,100,000 publicly held shares, held by at least 400 shareholders of round lots, with an aggregate market value of at least $15,000,000, a minimum bid price of at least $5 per share and either (x) a market capitalization of at least $50,000,000 or (y) total assets and total revenue of at least $50,000,000 each for the most recently completed fiscal year or two of the last three most recently completed fiscal years and at least four registered and active market markers providing quotations for the Sharesshares. If neither of the foregoing standards are is met, the Shares would no longer be listed on the Nasdaq National Market. Shares held directly or indirectly by directors, officers or beneficial owners of more than 10% of the Shares are not considered as being publicly held for this purpose. According to information provided by the Company, as of May 2, 2000, there were approximately 1,600 shareholders of record. The Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly, if any, effected by the Offer would have an adverse or beneficial effect on the market price for or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer price. If the Shares were to cease to be quoted on the Nasdaq National MarketMarket were to delist the Shares, the market for the Shares could be adversely affected. It it is possible that the Shares would be traded continue to trade on another securities exchange or quoted on other securities exchanges or otherwise in the over-the-counter market and the that price or other quotations would be reported by such exchange or through Nasdaq or other sources. The extent of the public market for the such Shares and the availability of such quotations wouldwould depend, however, depend upon such factors as the number of shareholders and/or the aggregate market value of the Shares such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act as described below and other factors.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer and the aggregate market value of any Shares not purchased pursuant to the Offer, the Shares may no longer meet the requirements of the National Association of Securities Dealers (the "NASD") for continued inclusion in the Nasdaq National MarketNMS, which among other things require that an issuer have either (i) at least 750,000 200,000 publicly held shares, held by at least 400 shareholders stockholders or 300 stockholders of round lots, with an aggregate a market value of at least 10 $5,000,0001,000,000, and have net tangible assets of at least $1,000,000, $2,000,000 or $4,000,000, a minimum bid price depending on profitability levels during the issuer's four most recent fiscal years. If these standards are not met, the Shares might nevertheless continue to be included in the NASD's NASDAQ Stock Market (the "NASDAQ Stock Market") with quotations published in the NASDAQ "additional list" or in one of at least $1 per Sharethe "local lists", and but if the number of holders of the Shares were to fall below 300, or if the number of publicly held Shares were to fall below 100,000 or there were not at least two registered and active market makers providing quotations for the shares or (ii) at least 1,100,000 publicly held shares, held by at least 400 shareholders of round lots, with an aggregate market value of at least $15,000,000, a minimum bid price of at least $5 per share and either (x) a market capitalization of at least $50,000,000 or (y) total assets and total revenue of at least $50,000,000 each for the most recently completed fiscal year or two of the last three most recently completed fiscal years and at least four registered and active market markers providing quotations for the Shares. If neither of , the foregoing standards are met, NASD's rules provide that the Shares would no longer be listed on "qualified" for NASDAQ Stock Market reporting and the Nasdaq National MarketNASDAQ Stock Market would cease to provide any quotations. Shares held directly or indirectly by directors, officers or beneficial owners of more than 10% of the Shares are not considered as being publicly held for this purpose. According to information provided by the CompanyForm 10-K, as of May 2November 8, 20001996, there were approximately 1,600 shareholders 8,000 holders of recordShares and there were 7,664,621 Shares outstanding. The Purchaser cannot predict whether If, as a result of the reduction purchase of Shares pursuant to the Offer or otherwise, the Shares no longer meet the requirements of the NASD for continued inclusion in the number of Shares that might otherwise trade publicly, if any, effected by the Offer would have an adverse NASDAQ National Market or beneficial effect on the market price for or marketability in any other tier of the Shares or whether it would cause future market prices to be greater or less than the Offer price. If NASDAQ Stock Market and the Shares were to cease to be quoted on are no longer included in the Nasdaq NASDAQ National Market or in any other tier of the NASDAQ Stock Market, as the case may be, the market for the Shares could be adversely affected. It In the event that the Shares no longer meet the requirements of the NASD for continued inclusion in any tier of the NASDAQ Stock Market, it is possible that the Shares would be traded or quoted on other securities exchanges or continue to trade in the over-the-counter market and the that price quotations would be reported by such exchange or through Nasdaq or other sources. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon the number of shareholders and/or the aggregate market value holders of the Shares remaining at such time, the interest interests in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act Act, as described below, and other factors.. EXCHANGE ACT REGISTRATION. The Shares are currently registered under the Exchange Act. The purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act. Registration of the Shares may be terminated upon application by the Company to the Commission if the Shares are not listed on a "national securities exchange" and there are fewer than 300 record holders of Shares. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its stockholders and the Commission and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b) and the requirements of furnishing a proxy statement in connection with stockholders' meetings pursuant to Section 14(a) or 14(c) and the related requirement of an annual report, no longer applicable to the Company. If the Shares are no longer registered under the Exchange Act, the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions would no longer be applicable to the Company. Furthermore, the ability of "affiliates" of the Company and persons holding "restricted securities" of the Company to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or, with respect to certain persons, eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be "margin securities" or eligible for stock exchange listing or NASDAQ reporting. The Purchaser believes that the purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act, and it would be the intention of the Purchaser to cause the Company to make an application for termination of registration of the Shares as soon as possible after successful completion of the Offer if the Shares are then eligible for such termination. If registration of the Shares is not terminated prior to the Merger, then the registration of the Shares under the Exchange Act and the quotation of the Shares on the NMS will be terminated following the consummation of the Merger. MARGIN REGULATIONS. The Shares are currently "margin securities" under the regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which have the effect, among 11