PAR VALUE
$0.001 PER SHARE, AND (II) ANY CAPITAL STOCK INTO WHICH SUCH COMMON STOCK SHALL
HAVE BEEN CHANGED OR ANY CAPITAL STOCK RESULTING FROM A RECLASSIFICATION OF SUCH
COMMON STOCK.
(V)
"EVENT OF DEFAULT" MEANS AN EVENT OF DEFAULT UNDER THE NOTE AND
WARRANT PURCHASE AGREEMENT OR THE CONVERTIBLE DEBENTURES ISSUED IN CONNECTION
THEREWITH.
(VI)
"EXCLUDED SECURITIES" MEANS (A) SHARES ISSUED OR DEEMED TO HAVE
BEEN ISSUED BY THE COMPANY PURSUANT TO AN APPROVED STOCK PLAN, (B) SHARES OF
COMMON STOCK ISSUED OR DEEMED TO BE ISSUED BY THE COMPANY UPON THE CONVERSION,
EXCHANGE OR EXERCISE OF ANY RIGHT, OPTION, OBLIGATION OR SECURITY OUTSTANDING ON
THE DATE PRIOR TO DATE OF THE NOTE AND WARRANT PURCHASE AGREEMENT, PROVIDED THAT
THE TERMS OF SUCH RIGHT, OPTION, OBLIGATION OR SECURITY ARE NOT AMENDED OR
OTHERWISE MODIFIED ON OR AFTER THE DATE OF THE NOTE AND WARRANT PURCHASE
AGREEMENT, AND PROVIDED THAT THE CONVERSION PRICE, EXCHANGE PRICE, EXERCISE
PRICE OR OTHER PURCHASE PRICE IS NOT REDUCED, ADJUSTED OR OTHERWISE MODIFIED AND
THE NUMBER OF SHARES OF COMMON STOCK ISSUED OR ISSUABLE IS NOT INCREASED
(WHETHER BY OPERATION OF, OR IN ACCORDANCE WITH, THE RELEVANT GOVERNING
DOCUMENTS OR OTHERWISE) ON OR AFTER THE DATE OF THE NOTE AND WARRANT PURCHASE
AGREEMENT,
AND (C) THE SHARES OF COMMON STOCK ISSUED OR DEEMED TO BE ISSUED BY
THE COMPANY UPON CONVERSION OF THE CONVERTIBLE DEBENTURES OR EXERCISE OF THE
DEFAULT WARRANTS.
(VII)
"EXPIRATION DATE" MEANS THE DATE THAT IS THE FIFTH (5TH)
ANNIVERSARY DATE OF THE ISSUANCE DATE.
(VIII)
"ISSUANCE DATE" MEANS THE DATE ON WHICH THE HOLDER SHALL HAVE
DELIVERED THE NOTE CONVERSION LETTER.
(IX)
"NOTE CONVERSION LETTER" MEANS A LETTER, IN THE FORM ATTACHED TO
THE NOTE AND WARRANT PURCHASE AGREEMENT, WHICH IS DELIVERED TO THE COMPANY, AND
WHICH STATES THAT (A) THE COMPANY IS IN DEFAULT ON THE NOTE ISSUED PURSUANT TO
THE NOTE AND WARRANT PURCHASE AGREEMENT, (B) THE HOLDER HAS FORECLOSED ON THE
COLLATERAL PLEDGED PURSUANT TO THE STOCK PLEDGE AGREEMENT, (C) THE PROCEEDS FROM
THE SALE OF ALL OF THE COLLATERAL WERE INSUFFICIENT TO COVER ALL AMOUNTS OWED BY
THE COMPANY PURSUANT TO THE NOTE, (D) THAT THE DEFICIENCY THEREUNDER IS BEING
CONVERTED TO PRINCIPAL UNDER THE CONVERTIBLE DEBENTURE AND (E) THE NUMBER OF
SHARES OF COMMON STOCK FOR WHICH THIS DEFICIENCY WARRANT MAY BE EXERCISED IS
EQUAL TO TWO TIMES THE DOLLAR AMOUNT OF THE DEFICIENCY AMOUNT SET FORTH THEREIN.
(X)
"OPTIONS" MEANS ANY RIGHTS, WARRANTS OR OPTIONS TO SUBSCRIBE FOR
OR PURCHASE COMMON STOCK OR OTHER SECURITIES CONVERTIBLE INTO, OR EXERCISABLE OR
EXCHANGEABLE FOR, COMMON STOCK.
(XI)
"PERSON" MEANS AN INDIVIDUAL, A LIMITED LIABILITY COMPANY, A
PARTNERSHIP, A JOINT VENTURE, A CORPORATION, A TRUST, AN UNINCORPORATED
ORGANIZATION AND A GOVERNMENT OR ANY DEPARTMENT OR AGENCY THEREOF.
(XII)
"PRIMARY MARKET" MEANS ON ANY OF (A) THE AMERICAN STOCK
EXCHANGE, (B) NEW YORK STOCK EXCHANGE, (C) THE NASDAQ GLOBAL MARKET, (D) THE
NASDAQ CAPITAL MARKET, OR (E) THE NASDAQ OTC BULLETIN BOARD ("OTCBB")
(XIII)
"SECURITIES ACT" MEANS THE