definiens: shall mean ( i)the average of the last reported sales prices for the Common Stock as of the endof regular trading hours as reported on the NASDAQ National Market, the NASDAQSmall Cap Market or any other national securities exchange or nationallyrecognized trading system on which the Common Stock is then listed or approvedfor quotation, for the twenty consecutive trading day period ending on the lasttrading day prior to the date the Investor becomes the beneficial owner of morethan 19.9 % of the outstanding shares of Common Stock as a result of a Reductionin Outstanding Shares, ( ii ) if the Common Stock is not listed or approved forquotation on the -23-<PAGE > NASDAQ National Market, the NASDAQ Small Cap Market or any other nationalsecurities exchange or nationally recognized trading system during suchtwenty - day period, the average of the last reported sales prices for the CommonStock as of the end of regular trading hours as reported on the Over - The - CounterBulletin Board, Bulletin Board Exchange or the Pink Sheets ' Electronic QuotationService ( and if there are no reported sales prices for the Common Stock, thevolume - weighted arithmetic average of the last reported bid and asked prices asof the end of regular trading hours ) for such twenty - day period or ( iii ) if theCommon Stock is not traded or quoted during such twenty - day period, the fairmarket value per share as mutually determined by the Investor and the Companyor, if the Investor and the Company are unable to mutually agree within five ( 5)Business Days of delivery of the Repurchase Notice to the Company, as determinedby an Independent Appraiser, jointly appointed by the parties ( the expenses ofwhich will be paid by the Investor ) ; provided, however, that in the event of anystock dividend, stock split, combination of shares, recapitalization or othersimilar change in the capital structure of the Company during such twenty - dayperiod which affects or relates to the Common Stock, the Repurchase Price shallbe adjusted proportionately