DELIVERY TO LAURUS OF A NOTICE OF REDEMPTION (AS DEFINED IN THE
NOTES) OR (B) THE EXISTENCE OF AN EVENT OF DEFAULT AT A TIME WHEN THE AVERAGE
CLOSING PRICE OF THE COMMON STOCK AS REPORTED BY BLOOMBERG, L.P. ON THE
PRINCIPAL MARKET FOR THE IMMEDIATELY PRECEDING FIVE TRADING DAYS IS GREATER THAN
OR EQUAL TO 150% OF THE FIXED CONVERSION PRICE (AS DEFINED IN THE NOTES).
(J)
BOARD RIGHTS.
LAURUS HEREBY AGREES TO WAIVE ANY RIGHT IT MAY
HAVE TO NOMINATE OR DESIGNATE A REPRESENTATIVE TO SERVE AS A MEMBER OF THE
PARENT'S BOARD OF DIRECTORS.
IN THE EVENT LAURUS SHALL THEN HOLD ANY VOTING
EQUITY IN THE PARENT, LAURUS HEREBY AGREES TO VOTE IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE PARENT'S BOARD OF DIRECTORS AND THAT IT SHALL NOT SEEK TO
HAVE ANY OF ITS REPRESENTATIVES HOLD MANAGEMENT POSITIONS WITH THE PARENT.
16.
POWER OF ATTORNEY.
EACH COMPANY HEREBY APPOINTS LAURUS, OR ANY
OTHER PERSON WHOM LAURUS MAY DESIGNATE AS SUCH COMPANY'S ATTORNEY, WITH POWER
TO:
(I) ENDORSE SUCH COMPANY'S NAME ON ANY CHECKS, NOTES, ACCEPTANCES, MONEY
ORDERS, DRAFTS OR OTHER FORMS OF PAYMENT OR SECURITY THAT MAY COME INTO LAURUS'
POSSESSION IN CONNECTION WITH PROCEEDS OF COLLATERAL; (II) SIGN SUCH COMPANY'S
NAME ON ANY INVOICE OR BILL OF LADING RELATING TO ANY ACCOUNTS, DRAFTS AGAINST
ACCOUNT DEBTORS, SCHEDULES AND ASSIGNMENTS OF ACCOUNTS, NOTICES OF ASSIGNMENT,
FINANCING STATEMENTS AND OTHER PUBLIC RECORDS, VERIFICATIONS OF ACCOUNT AND
NOTICES
32
TO OR FROM ACCOUNT DEBTORS IN CONNECTION WITH ITS RIGHTS AS A SECURED LENDER
UNDER THIS AGREEMENT AND THE ANCILLARY AGREEMENTS; (III) VERIFY THE VALIDITY,
AMOUNT OR ANY OTHER MATTER RELATING TO ANY ACCOUNT BY MAIL, TELEPHONE, TELEGRAPH
OR OTHERWISE WITH ACCOUNT DEBTORS; (IV) DO ALL THINGS NECESSARY TO CARRY OUT
THIS AGREEMENT, ANY ANCILLARY AGREEMENT AND ALL RELATED DOCUMENTS; AND (V) ON OR
AFTER THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, NOTIFY
THE POST OFFICE AUTHORITIES TO CHANGE THE ADDRESS FOR DELIVERY OF SUCH COMPANY'S
MAIL TO AN ADDRESS DESIGNATED BY LAURUS, AND TO RECEIVE, OPEN AND DISPOSE OF ALL
MAIL ADDRESSED TO SUCH COMPANY.
EACH COMPANY HEREBY RATIFIES AND APPROVES ALL
ACTS OF THE ATTORNEY.
NEITHER LAURUS, NOR THE ATTORNEY WILL BE LIABLE FOR ANY
ACTS OR OMISSIONS OR FOR ANY ERROR OF JUDGMENT OR MISTAKE OF FACT OR LAW, EXCEPT
FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THIS POWER, BEING COUPLED WITH AN
INTEREST, IS IRREVOCABLE SO LONG AS LAURUS HAS A SECURITY INTEREST AND UNTIL THE
OBLIGATIONS HAVE BEEN FULLY SATISFIED.
17.
TERM OF AGREEMENT.
LAURUS' AGREEMENT TO MAKE LOANS AND EXTEND
FINANCIAL ACCOMMODATIONS UNDER AND IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT OR ANY ANCILLARY AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT
UNTIL THE EXPIRATION OF THE TERM.
AT LAURUS' ELECTION FOLLOWING THE OCCURRENCE
OF AN EVENT OF DEFAULT AND FOR SO LONG AS IT IS CONTINUING, LAURUS MAY TERMINATE
ITS OBLIGATION TO FUND UNDER THIS AGREEMENT AND THE ANCILLARY AGREEMENTS.
SUCH
TERMINATION SHALL NOT AFFECT ANY OF LAURUS'