Common use of Conversion and Exchange of Stock Clause in Contracts

Conversion and Exchange of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder: (1) All shares of capital stock of National which immediately prior to the Effective Time are held as treasury stock by National shall be canceled. (2) All shares of National common stock, par value $.10 per share (the "National Stock"), other than shares to be canceled pursuant to Section 2.A(1), shall be converted into the right to receive the following property and securities (the "Merger Consideration"), subject to adjustment as provided in Section 2.B, which shall be divided among the Shareholders as set forth in Schedule 2.A(2). (a) Cash consideration in the amount of $1,000,000. (b) That number of shares of EarthCare common stock, par value $.0001 per share (the "EarthCare Stock"), which shall have an aggregate Agreed Value of $1,762,000. Transfer of the EarthCare Stock shall be restricted until January 1, 2000 pursuant to the terms of a lock-up agreement in the form attached hereto as Exhibit 2.A(2)(b). (c) For purposes of this Agreement, the Agreed Value per share of the EarthCare Stock shall mean the average of the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the period beginning March 22, 1999 and ending on the third trading day preceding the Effective Time.