AT
THE REQUEST OF THE HOLDER DELIVERED BEFORE THE 90TH DAY AFTER SUCH FUNDAMENTAL
TRANSACTION, THE COMPANY (OR ANY SUCH SUCCESSOR OR SURVIVING ENTITY) WILL
PURCHASE THE WARRANT FROM THE HOLDER FOR A PURCHASE PRICE, PAYABLE IN CASH
WITHIN FIVE TRADING DAYS AFTER SUCH REQUEST (OR, IF LATER, ON THE EFFECTIVE DATE
OF THE FUNDAMENTAL TRANSACTION), EQUAL TO THE BLACK-SCHOLES VALUE OF THE
REMAINING UNEXERCISED PORTION OF THIS WARRANT ON THE DATE OF SUCH REQUEST.
(D)
SUBSEQUENT EQUITY SALES.
(I)
IF, AT ANY TIME ON OR PRIOR TO MARCH 31, 2005, THE COMPANY OR ANY
SUBSIDIARY ISSUES ADDITIONAL SHARES OF COMMON STOCK OR RIGHTS, WARRANTS, OPTIONS
OR OTHER SECURITIES OR DEBT CONVERTIBLE, EXERCISABLE OR EXCHANGEABLE FOR SHARES
OF COMMON STOCK OR OTHERWISE ENTITLING ANY PERSON TO ACQUIRE SHARES OF COMMON
STOCK (COLLECTIVELY, "COMMON STOCK EQUIVALENTS") AT AN EFFECTIVE NET PRICE TO
THE COMPANY PER SHARE OF COMMON STOCK (THE "EFFECTIVE PRICE") LESS THAN THE
EXERCISE PRICE (AS ADJUSTED HEREUNDER TO SUCH DATE), THEN THE EXERCISE PRICE
SHALL BE REDUCED TO EQUAL THE EFFECTIVE PRICE.
FOR PURPOSES OF THIS PARAGRAPH,
IN CONNECTION WITH ANY ISSUANCE OF ANY COMMON STOCK EQUIVALENTS, (A) THE MAXIMUM
NUMBER OF SHARES OF COMMON STOCK POTENTIALLY ISSUABLE AT ANY TIME UPON
CONVERSION, EXERCISE OR EXCHANGE OF SUCH COMMON STOCK EQUIVALENTS (THE "DEEMED
NUMBER") SHALL BE DEEMED TO BE OUTSTANDING UPON ISSUANCE OF SUCH COMMON STOCK
EQUIVALENTS, (B) THE EFFECTIVE PRICE APPLICABLE TO SUCH COMMON STOCK SHALL EQUAL
THE MINIMUM DOLLAR VALUE OF CONSIDERATION PAYABLE TO THE COMPANY TO PURCHASE
SUCH COMMON STOCK EQUIVALENTS AND TO CONVERT, EXERCISE OR EXCHANGE THEM INTO
COMMON STOCK (NET OF ANY DISCOUNTS, FEES, COMMISSIONS AND OTHER EXPENSES),
DIVIDED BY THE DEEMED NUMBER, AND (C) NO FURTHER ADJUSTMENT SHALL BE MADE TO THE
EXERCISE PRICE UPON THE ACTUAL ISSUANCE OF COMMON STOCK UPON CONVERSION,
EXERCISE OR EXCHANGE OF SUCH COMMON STOCK EQUIVALENTS.
(II)
IF, AT ANY TIME WHILE THIS WARRANT IS OUTSTANDING, THE COMPANY OR
ANY SUBSIDIARY ISSUES COMMON STOCK EQUIVALENTS WITH AN EFFECTIVE PRICE OR A
NUMBER OF UNDERLYING SHARES THAT FLOATS OR RESETS OR OTHERWISE VARIES OR IS
SUBJECT TO ADJUSTMENT BASED (DIRECTLY OR INDIRECTLY) ON MARKET PRICES OF THE
COMMON STOCK (A "FLOATING PRICE SECURITY"), THEN FOR PURPOSES OF APPLYING THE
PRECEDING PARAGRAPH IN CONNECTION WITH ANY SUBSEQUENT EXERCISE, THE EFFECTIVE
PRICE WILL BE DETERMINED SEPARATELY ON EACH EXERCISE DATE AND WILL BE DEEMED TO
EQUAL THE LOWEST EFFECTIVE PRICE AT WHICH ANY HOLDER OF SUCH FLOATING PRICE
SECURITY IS ENTITLED TO ACQUIRE COMMON STOCK ON SUCH EXERCISE DATE (REGARDLESS
OF WHETHER ANY SUCH HOLDER ACTUALLY ACQUIRES ANY SHARES ON SUCH DATE).
(III)
NOTWITHSTANDING THE FOREGOING, NO ADJUSTMENT WILL BE MADE UNDER
THIS PARAGRAPH (D) IN RESPECT OF ANY EXCLUDED STOCK.
(E)
NUMBER OF WARRANT SHARES.
SIMULTANEOUSLY WITH ANY ADJUSTMENTS TO
THE EXERCISE PRICE PURSUANT TO PARAGRAPHS (A) OR (B) OF THIS SECTION, THE NUMBER
OF WARRANT SHARES THAT MAY BE PURCHASED UPON EXERCISE OF THIS WARRANT SHALL BE
INCREASED PROPORTIONATELY, SO THAT AFTER SUCH ADJUSTMENT THE AGGREGATE EXERCISE