SUM OF THE TOTAL NUMBER OF SHARES OF COMMON STOCK
ISSUED AND OUTSTANDING IMMEDIATELY PRIOR TO THE TIME OF SUCH ISSUANCE OR THE
CLOSE OF BUSINESS ON SUCH RECORD DATE PLUS THE NUMBER OF SHARES OF COMMON STOCK
ISSUABLE IN PAYMENT OF SUCH DIVIDEND OR DISTRIBUTION; PROVIDED, HOWEVER, THAT IF
SUCH RECORD DATE IS FIXED AND SUCH DIVIDEND IS NOT FULLY PAID OR IF SUCH
DISTRIBUTION IS NOT FULLY MADE ON THE DATE FIXED THEREFOR, THE CONVERSION PRICE
SHALL BE RECOMPUTED ACCORDINGLY AS OF THE CLOSE OF BUSINESS ON SUCH RECORD DATE
AND THEREAFTER THE CONVERSION PRICE SHALL BE ADJUSTED PURSUANT TO THIS
SECTION 7(B) TO REFLECT THE ACTUAL PAYMENT OF SUCH DIVIDEND OR DISTRIBUTION.
(C)
ADJUSTMENTS FOR OTHER DIVIDENDS AND
DISTRIBUTIONS.
IF THE COMPANY AT ANY TIME OR FROM TIME TO TIME AFTER JUNE 13,
2003 ISSUES, OR FIXES A RECORD
7
DATE FOR THE DETERMINATION OF HOLDERS OF COMMON STOCK ENTITLED TO RECEIVE, A
DIVIDEND OR OTHER DISTRIBUTION PAYABLE IN SECURITIES OF THE COMPANY OTHER THAN
SHARES OF COMMON STOCK OR IN OTHER PROPERTY, IN EACH SUCH EVENT PROVISION SHALL
BE MADE SO THAT THE HOLDER OF THIS NOTE SHALL RECEIVE UPON CONVERSION HEREOF, IN
ADDITION TO THE NUMBER OF SHARES OF COMMON STOCK RECEIVABLE HEREUPON, THE AMOUNT
OF SECURITIES OF THE COMPANY OR OTHER PROPERTY WHICH SUCH HOLDER WOULD HAVE
RECEIVED HAD THIS NOTE BEEN CONVERTED INTO COMMON STOCK ON THE DATE OF SUCH
EVENT AND HAD IT THEREAFTER, DURING THE PERIOD FROM THE DATE OF SUCH EVENT TO
AND INCLUDING THE CONVERSION DATE, RETAINED SUCH SECURITIES OR OTHER PROPERTY
RECEIVABLE BY IT AS AFORESAID DURING SUCH PERIOD, SUBJECT TO ALL OTHER
ADJUSTMENTS CALLED FOR DURING SUCH PERIOD UNDER THIS SECTION 7 WITH RESPECT TO
THE RIGHTS OF THE HOLDERS OF THIS NOTE OR WITH RESPECT TO SUCH OTHER SECURITIES
OR OTHER PROPERTY BY THEIR TERMS.
AS USED HEREIN, THE TERM "OTHER PROPERTY"
DOES NOT INCLUDE CASH.
(D)
ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE
AND SUBSTITUTION.
IF AT ANY TIME OR FROM TIME TO TIME AFTER JUNE 13, 2003, THE
COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE IS CHANGED INTO THE SAME
OR A DIFFERENT NUMBER OF SHARES OF ANY CLASS OR SERIES OF STOCK, WHETHER BY
RECAPITALIZATION, RECLASSIFICATION OR OTHERWISE (OTHER THAN A SUBDIVISION OR
COMBINATION OF SHARES OR STOCK DIVIDEND OR A REORGANIZATION, MERGER,
CONSOLIDATION OR SALE OF ASSETS PROVIDED FOR ELSEWHERE IN THIS SECTION 7), THEN
IN ANY SUCH EVENT THE HOLDER SHALL HAVE THE RIGHT THEREAFTER TO CONVERT THIS
NOTE INTO THE KIND AND AMOUNT OF STOCK AND OTHER SECURITIES AND PROPERTY
RECEIVABLE UPON SUCH RECAPITALIZATION, RECLASSIFICATION OR OTHER CHANGE BY
HOLDERS OF THE NUMBER OF SHARES OF COMMON STOCK INTO WHICH THIS NOTE COULD HAVE
BEEN CONVERTED IMMEDIATELY PRIOR TO SUCH RECAPITALIZATION, RECLASSIFICATION OR
CHANGE, ALL SUBJECT TO FURTHER ADJUSTMENT AS PROVIDED HEREIN OR WITH RESPECT TO
SUCH OTHER SECURITIES OR PROPERTY BY THE TERMS THEREOF.
(E)
SALE OF SHARES BELOW CONVERSION PRICE.
SUBJECT TO OBTAINING SHAREHOLDER APPROVAL, IF REQUIRED, PURSUANT