"CURRENT
SCHEDULE 13D") TO REFLECT THIS AGREEMENT; PROVIDED THAT THE PRESCOTT PARTIES
SHALL, PRIOR TO THE FILING OF SUCH AMENDMENT WITH THE SEC, PROVIDE THE COMPANY
WITH A COPY OF SUCH AMENDMENT AS IT IS PROPOSED TO BE SO FILED AND A REASONABLE
OPPORTUNITY TO REVIEW AND COMMENT THEREON, OR (II) TO THE EXTENT SUCH AMENDMENT
IS FILED SOLELY TO REPORT ONE OR A COMBINATION OF OTHER ACTIONS (IF ANY)
PERMITTED BY THIS AGREEMENT OR AUTHORIZED IN WRITING BY THE COMPANY.
IN
ADDITION, THE PRESCOTT PARTIES MAY FILE A SCHEDULE 13D TO COMPLY WITH AMENDMENTS
AFTER THE DATE HEREOF TO SECTION 13(D) OF THE EXCHANGE ACT, TO THE
RULES PROMULGATED THEREUNDER, OR TO THE SEC'S INTERPRETATION OF EITHER OF THE
FOREGOING (IT BEING UNDERSTOOD THAT NOTHING CONTAINED IN THIS SECTION 5(D) SHALL
BE DEEMED TO PERMIT ANY ACTION OR DISCLOSURE THAT IS OTHERWISE PROHIBITED BY
THIS AGREEMENT). SUCH PERMITTED AMENDMENTS SHALL BE REFERRED TO AS THE
"PERMITTED SCHEDULE 13D AMENDMENTS." IN NO CASE SHALL ITEM 4 OF THE CURRENT
SCHEDULE 13D BE AMENDED, EXCEPT AS OTHERWISE PERMITTED BY THIS SECTION 5(D);
(E)
TAKE ANY ACTION OR FORM ANY INTENTION WHICH WOULD REQUIRE AN
AMENDMENT TO THE CURRENT SCHEDULE 13D (OTHER THAN AMENDMENTS CONTAINING ONLY
PERMITTED SCHEDULE 13D AMENDMENTS);
(F)
MAKE A PROPOSAL OR BID WITH RESPECT TO, OR ANNOUNCE ANY INTENTION
OR DESIRE TO MAKE, OR PUBLICLY MAKE OR DISCLOSE, CAUSE TO BE MADE OR DISCLOSED
PUBLICLY, ANY PROPOSAL OR BID WITH RESPECT TO, THE ACQUISITION OF ANY
SUBSTANTIAL PORTION OF THE ASSETS OF THE COMPANY OR OF ALL OR ANY PORTION OF THE
OUTSTANDING COMMON STOCK (EXCEPT THAT THE PRESCOTT PARTIES MAY FILE PERMITTED
SCHEDULE 13D AMENDMENTS), OR ANY MERGER, CONSOLIDATION, OTHER BUSINESS
COMBINATION, RESTRUCTURING, RECAPITALIZATION, LIQUIDATION OR OTHER EXTRAORDINARY
TRANSACTION INVOLVING THE COMPANY;
(G)
NOMINATE OR PROPOSE ANY PERSON OR PERSONS AS A DIRECTOR OR
DIRECTORS OF THE COMPANY TO BE ELECTED AT ANY ANNUAL OR SPECIAL MEETING OF
STOCKHOLDERS OF THE COMPANY, OR INDUCE OR ASSIST OR REQUEST ANY OTHER
STOCKHOLDER TO DO THE SAME; PROVIDED THAT THIS PROHIBITION SHALL NOT APPLY TO
ANY ACTIONS OF THE PRESCOTT PARTIES PURSUANT TO AND IN ACCORDANCE WITH SECTION 2
HEREOF;
(H)
MAKE OR ENCOURAGE ANY OTHER PERSON TO MAKE A DEMAND FOR INSPECTION
OF ANY OF THE BOOKS AND RECORDS OF THE COMPANY; PROVIDED, HOWEVER, THAT NOTHING
CONTAINED HEREIN SHALL PROHIBIT THE PRESCOTT APPOINTEE FROM EXERCISING HIS
RIGHTS, DUTIES OR OBLIGATIONS AS A DIRECTOR OF THE COMPANY;
(I)
ACT ALONE OR IN CONCERT WITH OTHERS TO SEEK CONTROL OF THE
MANAGEMENT, THE BOARD (INCLUDING THE COMPOSITION THEREOF) OR THE POLICIES,
BUSINESS, OPERATIONS OR AFFAIRS OF THE COMPANY; PROVIDED, HOWEVER, THAT NOTHING
CONTAINED HEREIN SHALL PROHIBIT THE PRESCOTT APPOINTEE FROM EXERCISING HIS
RIGHTS, DUTIES OR OBLIGATIONS AS A DIRECTOR OF THE COMPANY;
(J)
PUBLICLY DISCLOSE, OR CAUSE OR FACILITATE THE PUBLIC DISCLOSURE
(INCLUDING BY DISCLOSURE TO ANY JOURNALIST OR OTHER REPRESENTATIVE OF THE MEDIA)
OF, ANY REQUEST, OR OTHERWISE SEEK (IN ANY MANNER THAT WOULD REQUIRE PUBLIC
DISCLOSURE BY