OCM WAIVER OF CERTAIN PROVISIONS OF THE STOCKHOLDER AGREEMENT.
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, OCM AGREES: (I) TO WAIVE ITS RIGHT
OF FIRST REFUSAL UNDER SECTION 4 OF THE STOCKHOLDERS AGREEMENT, IF ANY, WITH
RESPECT TO THE SALE BY THE COMPANY OF THE SHARES; AND (II) TO WAIVE ANY BREACH
BY THE COMPANY PRIOR TO THE DATE HEREOF, IF ANY, UNDER SECTIONS 2 AND 3 OF THE
STOCKHOLDERS AGREEMENT.
OCM FURTHER AGREES, IF REQUESTED, TO EXECUTE AN
AMENDMENT TO THE STOCKHOLDERS AGREEMENT TO REFLECT THE PROVISIONS OF THIS
SECTION 4.
5.
WAIVER OF REGISTRATION RIGHTS.
SUBJECT TO THE TERMS AND
CONDITIONS HEREOF, EACH SERIES D HOLDER WAIVES THOSE PROVISIONS OF THE
STOCKHOLDERS AGREEMENT WITH RESPECT TO THE UNDERSIGNED'S RIGHT, IF ANY, TO
REGISTER SHARES OF THE COMPANY'S CAPITAL STOCK HELD BY EACH SUCH SERIES D HOLDER
UNDER THE SHELF REGISTRATION STATEMENT OR IN CONNECTION WITH THE SALE OF THE
SHARES.
6.
REGISTRATION OF SHARES OF COMMON STOCK UNDERLYING SERIES D-1
PREFERRED STOCK.
THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
PREPARE AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT (THE "REGISTRATION
STATEMENT") WITHIN 100 DAYS OF THE DATE HEREOF COVERING THE RESALE OF ALL OF THE
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE SERIES D-1 PREFERRED
STOCK (COLLECTIVELY, THE "CONVERSION SHARES") AND SHARES OF COMMON STOCK ISSUED
TO THE SERIES D HOLDERS IN CONNECTION WITH CERTAIN DIVIDENDS FOR THE PERIOD MAY
12, 1999 THROUGH JUNE 30, 1999 (THE "DIVIDEND SHARES").
THE REGISTRATION
STATEMENT REQUIRED HEREUNDER SHALL BE ON FORM S-3 (EXCEPT IF THE COMPANY IS NOT
THEN ELIGIBLE TO REGISTER THE CONVERSION SHARES AND THE DIVIDEND SHARES ON FORM
S-3, IN WHICH CASE SUCH REGISTRATION SHALL BE ON ANOTHER APPROPRIATE FORM IN
ACCORDANCE HEREWITH).
IN ADDITION, THE COMPANY SHALL PREPARE, EXECUTE AND FILE
WITH THE COMMISSION SUCH AMENDMENTS (INCLUDING PRE-EFFECTIVE AND POST-EFFECTIVE
AMENDMENTS) AND SUPPLEMENTS TO THE REGISTRATION STATEMENT, AS MAY BE REQUIRED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
THE
COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO KEEP THE REGISTRATION
STATEMENT EFFECTIVE IN ORDER TO PERMIT THE PROSPECTUS INCLUDED THEREIN TO BE
LAWFULLY DELIVERED BY THE SERIES D HOLDERS UNTIL THE EXPIRATION OF THE HOLDING
PERIOD SET FORTH IN CLAUSE (K) OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT
OR SUCH SHORTER PERIOD IF ALL SUCH CONVERSION SHARES AND DIVIDEND SHARES HAVE
BEEN SOLD PURSUANT TO THE REGISTRATION STATEMENT.
IT IS UNDERSTOOD AND AGREED
BY THE PARTIES HERETO THAT UPON EFFECTIVENESS OF THE AFOREMENTIONED REGISTRATION
STATEMENT THAT THE COMPANY SHALL IMMEDIATELY WITHDRAW THE COMPANY'S REGISTRATION
STATEMENT ON FORM S-3 (REG. NO. 333-88697).
7.
AMENDMENT TO STOCK PURCHASE AGREEMENT AND STOCKHOLDERS
AGREEMENT.
ALL REFERENCES TO "SERIES D PREFERRED STOCK" CONTAINED IN THE STOCK
PURCHASE AGREEMENT AND THE STOCKHOLDERS AGREEMENT, WHERE APPLICABLE, SHALL
HEREAFTER INSTEAD MEAN THE SERIES D-1 PREFERRED STOCK.
ON AND AFTER THE DATE
HEREOF, EACH REFERENCE TO "STOCK PURCHASE AGREEMENT" OR THE "STOCKHOLDERS
AGREEMENT," AS THE CASE MAY BE, SHALL MEAN AND BE A REFERENCE TO THOSE
AGREEMENTS AS