$.05 PER SHARE (PURSUANT TO THIS SECTION 8(D)(I); AND
(II)
EITHER (A) THE NUMBER OF WARRANT SHARES OBTAINABLE UPON EXERCISE
OF THIS WARRANT SHALL BE INCREASED TO A NUMBER OF SHARES EQUAL TO THE NUMBER OF
SHARES OF COMMON STOCK OBTAINABLE IMMEDIATELY PRIOR TO THE CLOSE OF BUSINESS ON
THE RECORD DATE FIXED FOR THE DETERMINATION OF HOLDERS OF COMMON STOCK ENTITLED
TO RECEIVE THE DISTRIBUTION MULTIPLIED BY THE RECIPROCAL OF THE FRACTION SET
FORTH IN THE IMMEDIATELY PRECEDING CLAUSE (I), OR (B) IN THE EVENT THAT THE
DISTRIBUTION IS OF COMMON STOCK OF A COMPANY WHOSE COMMON STOCK IS TRADED ON A
NATIONAL SECURITIES EXCHANGE OR A NATIONAL AUTOMATED QUOTATION SYSTEM, THEN THE
HOLDER OF THIS WARRANT SHALL RECEIVE AN ADDITIONAL WARRANT TO PURCHASE COMMON
STOCK, THE TERMS OF WHICH SHALL BE IDENTICAL TO THOSE OF THIS WARRANT, EXCEPT
THAT SUCH WARRANT SHALL BE EXERCISABLE INTO THE AMOUNT OF THE ASSETS THAT WOULD
HAVE BEEN PAYABLE TO THE HOLDER OF THIS WARRANT PURSUANT TO THE DISTRIBUTION HAD
THE HOLDER EXERCISED THIS WARRANT IMMEDIATELY PRIOR TO SUCH RECORD DATE AND WITH
AN EXERCISE PRICE EQUAL TO THE AMOUNT BY WHICH THE EXERCISE PRICE OF THIS
WARRANT WAS DECREASED WITH RESPECT TO THE DISTRIBUTION PURSUANT TO THE TERMS OF
THE IMMEDIATELY PRECEDING CLAUSE (I).
(E)
CERTAIN EVENTS.
IF ANY EVENT OCCURS OF THE TYPE CONTEMPLATED BY THE
PROVISIONS OF THIS SECTION 8 BUT NOT EXPRESSLY PROVIDED FOR BY SUCH PROVISIONS
(INCLUDING, WITHOUT LIMITATION, THE GRANTING OF STOCK APPRECIATION RIGHTS,
PHANTOM STOCK RIGHTS OR OTHER RIGHTS WITH EQUITY FEATURES), THEN THE COMPANY'S
BOARD OF DIRECTORS WILL MAKE AN APPROPRIATE ADJUSTMENT IN THE WARRANT EXERCISE
PRICE AND THE NUMBER OF SHARES OF COMMON STOCK OBTAINABLE UPON EXERCISE OF THIS
WARRANT SO AS TO PROTECT THE RIGHTS OF THE HOLDERS OF THE WARRANTS; PROVIDED,
EXCEPT AS SET FORTH IN SECTION 8(C),THAT NO SUCH ADJUSTMENT PURSUANT TO THIS
SECTION 8(E) WILL INCREASE THE WARRANT EXERCISE PRICE OR DECREASE THE NUMBER OF
SHARES OF COMMON STOCK OBTAINABLE AS OTHERWISE DETERMINED PURSUANT TO THIS
SECTION 8.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 8(E), (I)
THE WARRANT EXERCISE PRICE SHALL NOT BE REDUCED TO LESS THAT $0.05 PER SHARE
(EXCEPT AS MAY BE ADJUSTED PURSUANT TO SECTION 8(C)), AND (II) THE NUMBER OF
WARRANT SHARES OBTAINABLE UPON EXERCISE OF THIS WARRANT SHALL NOT BE ADJUSTED TO
EXCEED THAT NUMBER OF SHARES DETERMINED BY MULTIPLYING THE WARRANT EXERCISE
PRICE IN EFFECT IMMEDIATELY PRIOR
TO THE ADJUSTMENT PURSUANT TO THIS SECTION
8(E), BY THE NUMBER OF WARRANT SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT
IMMEDIATELY PRIOR TO SUCH ADJUSTMENT AND DIVIDING THE PRODUCT THEREOF BY THE
WARRANT EXERCISE PRICE RESULTING FROM SUCH ADJUSTMENT.
(F)
VOLUNTARY ADJUSTMENTS BY COMPANY.
THE COMPANY MAY AT ANY TIME DURING THE
TERM OF THIS WARRANT REDUCE THE THEN CURRENT EXERCISE PRICE TO ANY AMOUNT AND
FOR ANY PERIOD OF TIME DEEMED APPROPRIATE BY THE BOARD OF DIRECTORS OF THE
COMPANY.
(G)
NOTICES.
(I)
IMMEDIATELY UPON ANY ADJUSTMENT OF THE WARRANT EXERCISE PRICE,