Common use of Conversion of Indebtedness Clause in Contracts

Conversion of Indebtedness. Any outstanding principal and/or accrued and unpaid interest which remains due and payable in respect of any Amended Notes after June 30, 1999 (with respect to each Amended Note, the "Overdue Indebtedness") shall, upon the written request (with respect to each Amended Note, a "Conversion Notice") of the holder of such Amended Notes, be converted by the Company, in whole but not in part, into such number of newly-issued shares of Common Stock of the Company (with respect to each Amended Note, the "Conversion Shares") equal to the quotient of the Overdue Indebtedness at the time of receipt by the Company of the Conversion Notice divided by $1.50. The Company hereby agrees to deliver any Conversion Shares to the relevant holder of an Amended Note as soon as practicable after receipt of a Conversion Notice and upon surrender of the Amended Note being so converted to the Company by the holder thereof but in no event later than ten (10) business days after receipt of the Conversion Notice (the "Issuance Deadline"). Upon the issuance of the Conversion Shares in respect of an Amended Note, such Amended Note shall, from the date of receipt by the Company of the Conversion Notice, cease to accrue any interest, and all of the Company's obligations in respect of such Amended Note shall be deemed satisfied in full upon the issuance and delivery to the holder of such Amended Note of the Conversion Shares. In addition, any Conversion Shares issued pursuant to this Agreement shall be entitled to the registration rights provided for in the Registration Rights Agreement.

Conversion of Indebtedness. Any outstanding principal and/or ---------------------------- accrued and unpaid interest which remains due and payable in respect of any Amended Notes after June 30, 1999 (with respect to each Amended Note, the "Overdue Indebtedness") shall, upon the written request (with respect to each Amended Note, a "Conversion Notice") of the holder of such Amended Notes, be converted by the Company, in whole but not in part, into such number of newly-issued shares of Common Stock of the Company (with respect to each Amended Note, the "Conversion Shares") equal to the quotient of the Overdue Indebtedness at the time of receipt by the Company of the Conversion Notice divided by $1.50. The Company hereby agrees to deliver any Conversion Shares to the relevant holder of an Amended Note as soon as practicable after receipt of a Conversion Notice and upon surrender of the Amended Note being so converted to the Company by the holder thereof but in no event later than ten (10) business days after receipt of the Conversion Notice (the "Issuance Deadline"). Upon the issuance of the Conversion Shares in respect of an Amended Note, such Amended Note shall, from the date of receipt by the Company of the Conversion Notice, cease to accrue any interest, and all of the Company's obligations in respect of such Amended Note shall be deemed satisfied in full upon the issuance and delivery to the holder of such Amended Note of the Conversion Shares. In addition, any Conversion Shares issued pursuant to this Agreement shall be entitled to the registration rights provided for in the Registration Rights Agreement.