definiens: shall mean, for purposes of this Section 19,(A ) in the case of Adjustment Securities that are Common Stock, ( i ) the averageof the last reported sales prices for the Common Stock as of the end of regulartrading hours as reported on the NASDAQ National Market, the NASDAQ Small CapMarket or any other national securities exchange or nationally recognizedtrading system on which the Common Stock is then listed or approved forquotation, for the twenty consecutive trading day period ending on the lasttrading day prior to March 31 of the year in question, ( ii ) if the Common Stockis not listed or approved for quotation -22-<PAGE > on the 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 Annual Notice to the Investor, as determined byan 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 Adjustment Price shallbe adjusted proportionately and ( B ) in the case of Adjustment Securities thatare not Common Stock, the fair market value per share as mutually determined bythe Investor and the Company or, if the Investor and the Company are unable tomutually agree within five ( 5 ) Business Days of delivery of the Annual Notice tothe Investor, as determined by an Independent Appraiser, jointly appointed bythe parties ( the expenses of which will be paid by the Investor )