Common use of Subsequent Dilutive Offerings Clause in Contracts

Subsequent Dilutive Offerings. If during the period beginning on March 28, 2002 and ending on August 21, 2003, the Company issues shares of Common Stock or Preferred Stock at a Purchase Price Per Common Share Equivalent less than the Purchase Price (a “Subsequent Dilutive Offering”), then the Company shall, within ten (10) days of the closing of the Subsequent Dilutive Offering, issue to each Holder: 4.1 A number of shares of Common Stock equal to (a)(i) the number of shares of Common Stock purchased by such Holder pursuant to Purchase Agreement multiplied by (ii) the remainder of the Purchase Price minus the Purchase Price Per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering, divided by (b) the Purchase Price per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering; and 4.2 A Warrant (which has the same terms and conditions as the Warrants, including the Warrant Price (as defined in the Warrants) then in effect) to purchase a number of shares of Common Stock equal to 212.5% of the number of shares of Common Stock issued to that Investor pursuant to section 4.1 above.

Subsequent Dilutive Offerings. If during the period beginning on March 28, 2002 and ending on August 21July 19, 2003, the Company issues shares of Common Stock or Preferred Stock at a Purchase Price Per Common Share Equivalent less than the Purchase Price (a “"Subsequent Dilutive Offering”"), then the Company shall, within ten (10) days of the closing of the Subsequent Dilutive Offering, issue to each Holder: 4.1 : A number of shares of Common Stock equal to (a)(i) the number of shares of Common Stock purchased by such Holder pursuant to Purchase Agreement multiplied by (ii) the remainder of the Purchase Price minus the Purchase Price Per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering, divided by (b) the Purchase Price per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering; and 4.2 and A Warrant (which has the same terms and conditions as the Warrants, including the Warrant Price (as defined in the Warrants) then in effect) to purchase a number of shares of Common Stock equal to 212.5% of the number of shares of Common Stock issued to that Investor pursuant to section 4.1 above.

Subsequent Dilutive Offerings. If during the period beginning on March 28, 2002 and ending on August 21, 2003, the Company issues shares of Common Stock or Preferred Stock at a Purchase Price Per Common Share Equivalent less than the Purchase Price (a “"Subsequent Dilutive Offering”"), then the Company shall, within ten (10) days of the closing of the Subsequent Dilutive Offering, issue to each Holder: 4.1 : A number of shares of Common Stock equal to (a)(i) the number of shares of Common Stock purchased by such Holder pursuant to Purchase Agreement multiplied by (ii) the remainder of the Purchase Price minus the Purchase Price Per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering, divided by (b) the Purchase Price per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering; and 4.2 and A Warrant (which has the same terms and conditions as the Warrants, including the Warrant Price (as defined in the Warrants) then in effect) to purchase a number of shares of Common Stock equal to 212.5% of the number of shares of Common Stock issued to that Investor pursuant to section 4.1 above.

Subsequent Dilutive Offerings. If during the period beginning on March 28, 2002 and ending on August 21July 19, 2003, the Company issues shares of Common Stock or Preferred Stock at a Purchase Price Per Common Share Equivalent less than the Purchase Price (a “Subsequent Dilutive Offering”), then the Company shall, within ten (10) days of the closing of the Subsequent Dilutive Offering, issue to each Holder: 4.1 A number of shares of Common Stock equal to (a)(i) the number of shares of Common Stock purchased by such Holder pursuant to Purchase Agreement multiplied by (ii) the remainder of the Purchase Price minus the Purchase Price Per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering, divided by (b) the Purchase Price per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering; and 4.2 A Warrant (which has the same terms and conditions as the Warrants, including the Warrant Price (as defined in the Warrants) then in effect) to purchase a number of shares of Common Stock equal to 212.5% of the number of shares of Common Stock issued to that Investor pursuant to section 4.1 above.

Subsequent Dilutive Offerings. If during the period beginning on March 28, 2002 the ----------------------------- Closing Date and ending on August 21, 2003and including the first anniversary of the Closing Date, the Company issues shares of Common Stock or Preferred Stock at a Purchase Price Per Common Share Equivalent less than the Purchase Price (a “"Subsequent Dilutive Offering”"), then the Company shall, within ---------------------------- ten (10) days of the closing of the Subsequent Dilutive Offering, issue to each Holder: 4.1 : . A number of shares of Common Stock equal to (a)(ii)(A) the number of shares of Common Stock purchased by such Holder pursuant to Purchase Agreement multiplied by (iiB) the remainder of the Purchase Price minus the Purchase Price Per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering, divided by (bii) the Purchase Price per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering; and 4.2 A Warrant (which has the same terms and conditions as the Warrants, including the Warrant Price (as defined in the Warrants) then in effect) to purchase a number of shares of Common Stock equal to 212.5% of the number of shares of Common Stock issued to that Investor pursuant to section 4.1 above.

Subsequent Dilutive Offerings. If during the period beginning on March 28, 2002 and ending on August 21April 30, 2003, the Company issues shares of Common Stock or Preferred Stock at a Purchase Price Per Common Share Equivalent less than the Purchase Price (a “Subsequent Dilutive Offering”), then the Company shall, within ten (10) days of the closing of the Subsequent Dilutive Offering, issue to each Holder: 4.1 (a) A number of shares of Common Stock equal to (a)(ii)(A) the number of shares of Common Stock purchased by such Holder pursuant to Purchase Agreement multiplied by (iiB) the remainder of the Purchase Price minus the Purchase Price Per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering, divided by (bii) the Purchase Price per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering; and 4.2 A (b) a Warrant (which has the same terms and conditions as the Warrants, including the Warrant Price (as defined in the Warrants) then in effect) to purchase a number of shares of Common Stock equal to 212.5112.5% of the number of shares of Common Stock issued to that Investor pursuant to section 4.1 4(a) above.

Subsequent Dilutive Offerings. If during the period beginning on March 28, 2002 and ending on August 21April 30, 2003, the Company issues shares of Common Stock or Preferred Stock at a Purchase Price Per Common Share Equivalent less than the Purchase Price (a “"Subsequent Dilutive Offering”"), then the Company shall, within ten (10) days of the closing of the Subsequent Dilutive Offering, issue to each Holder: 4.1 : A number of shares of Common Stock equal to (a)(ii)(A) the number of shares of Common Stock purchased by such Holder pursuant to Purchase Agreement multiplied by (iiB) the remainder of the Purchase Price minus the Purchase Price Per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering, divided by (bii) the Purchase Price per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering; and 4.2 A and a Warrant (which has the same terms and conditions as the Warrants, including the Warrant Price (as defined in the Warrants) then in effect) to purchase a number of shares of Common Stock equal to 212.5112.5% of the number of shares of Common Stock issued to that Investor pursuant to section 4.1 4(a) above.

Subsequent Dilutive Offerings. If during the period beginning on March ----------------------------- 28, 2002 and ending on August 21April 30, 2003, the Company issues shares of Common Stock or Preferred Stock at a Purchase Price Per Common Share Equivalent less than the Purchase Price (a “"Subsequent Dilutive Offering”"), then the Company shall, ---------------------------- within ten (10) days of the closing of the Subsequent Dilutive Offering, issue to each Holder: 4.1 (a) A number of shares of Common Stock equal to (a)(ii)(A) the number of shares of Common Stock purchased by such Holder pursuant to Purchase Agreement multiplied by (iiB) the remainder of the Purchase Price minus the Purchase Price Per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering, divided by (bii) the Purchase Price per Common Share Equivalent (as of the date of sale) issued in the Subsequent Dilutive Offering; and 4.2 A (b) a Warrant (which has the same terms and conditions as the Warrants, including the Warrant Price (as defined in the Warrants) then in effect) to purchase a number of shares of Common Stock equal to 212.5112.5% of the number of shares of Common Stock issued to that Investor pursuant to section 4.1 4(a) above.