RESPECT WITH THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES TAKEN AS
A WHOLE; (X) LIENS IN FAVOR OF CUSTOMS AND REVENUE AUTHORITIES ARISING AS A
MATTER OF LAW TO SECURE PAYMENTS OF CUSTOM DUTIES IN CONNECTION WITH THE
IMPORTATION OF GOODS AND (XI) LIENS ARISING FROM JUDGMENTS, DECREES OR
ATTACHMENTS IN CIRCUMSTANCES NOT CONSTITUTING AN EVENT OF DEFAULT UNDER SECTION
4(A)(IX).
(CC)
"PERSON" MEANS AN INDIVIDUAL, A LIMITED LIABILITY COMPANY, A
PARTNERSHIP, A JOINT VENTURE, A CORPORATION, A TRUST, AN UNINCORPORATED
ORGANIZATION, ANY OTHER ENTITY AND A GOVERNMENT OR ANY DEPARTMENT OR AGENCY
THEREOF.
(DD)
"PRINCIPAL MARKET" MEANS THE NASDAQ NATIONAL MARKET.
(EE)
"REDEMPTION PREMIUM" MEANS (I) IN THE CASE OF THE EVENTS OF DEFAULT
DESCRIBED IN SECTION 4(A)(I) - (VI) AND (IX) - (XII), 120% OR (II) IN THE CASE
OF THE EVENTS OF DEFAULT DESCRIBED IN SECTION 4(A)(VII) - (VIII), 100%.
(FF)
"REGISTRATION RIGHTS AGREEMENT" MEANS THAT CERTAIN REGISTRATION
RIGHTS AGREEMENT DATED AS OF THE SUBSCRIPTION DATE BY AND AMONG THE COMPANY AND
THE INITIAL HOLDERS OF THE NOTES RELATING TO, AMONG OTHER THINGS, THE
REGISTRATION OF THE RESALE OF THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE
NOTES AND EXERCISE OF THE WARRANTS.
(GG)
"REQUIRED HOLDERS" MEANS THE HOLDERS OF NOTES REPRESENTING AT LEAST
A MAJORITY OF THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES THEN OUTSTANDING.
(HH)
"SEC" MEANS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
(II)
"PRESENT VALUE OF INTEREST" MEANS THE AMOUNT OF ANY INTEREST
THAT, BUT FOR A MANDATORY CONVERSION, WOULD HAVE ACCRUED UNDER THIS NOTE AT THE
INTEREST RATE FOR THE PERIOD FROM THE MANDATORY CONVERSION DATE THROUGH THE
MATURITY DATE DISCOUNTED TO THE PRESENT VALUE OF SUCH INTEREST USING A DISCOUNT
RATE EQUAL TO SIX PERCENT (6%).
(JJ)
[INSERT IN INITIAL NOTES ONLY:
"SCHEDULED INSTALLMENT AMOUNT"
MEANS, WITH RESPECT TO ANY SCHEDULED INSTALLMENT DATE, THE LESSER OF (A) THE
PRODUCT OF (I) $1,066,667, MULTIPLIED BY (II) HOLDER PRO RATA AMOUNT AND (B) THE
PRINCIPAL AMOUNT (PLUS ANY ACCRUED AND UNPAID INTEREST THEREON) UNDER THIS NOTE
AS OF SUCH SCHEDULED INSTALLMENT DATE, AS ANY SUCH SCHEDULED INSTALLMENT AMOUNT
MAY BE REDUCED PURSUANT TO THE TERMS OF THIS NOTE, WHETHER UPON CONVERSION,
REDEMPTION OR OTHERWISE.
FOR THE AVOIDANCE OF DOUBT, ANY ACCRUED AND UNPAID
INTEREST WHICH MAY BE PAID PURSUANT TO THIS DEFINITION SHALL BE DEDUCTED FROM
THE TOTAL INTEREST TO BE PAID ON ANY SUBSEQUENT INTEREST PAYMENT DATE.]
(KK)
[INSERT IN INITIAL NOTES ONLY:
"SCHEDULED INSTALLMENT DATE" MEANS
THE FIRST DAY OF EACH OF THE FIFTEEN (15) CONSECUTIVE CALENDAR MONTHS COMMENCING
ON JUNE 1, 2005 AND ENDING ON AUGUST 1, 2006, AND ANY OTHER SCHEDULED
INSTALLMENT DATE THEREAFTER SCHEDULED BY THE HOLDER IN CONNECTION WITH A
DEFERRAL AMOUNT PURSUANT TO SECTION 8(D) HEREOF.]
31
(LL)
"SECURITIES PURCHASE AGREEMENT" MEANS THAT CERTAIN SECURITIES
PURCHASE AGREEMENT DATED AS OF THE SUBSCRIPTION DATE BY AND AMONG THE COMPANY
AND THE INITIAL HOLDERS OF THE NOTES PURSUANT TO WHICH THE COMPANY ISSUED THE
NOTES.
(MM)
"SENIOR INDEBTEDNESS" MEANS THE PRINCIPAL OF (AND PREMIUM, IF ANY),