Common use of Maximum Exercise Clause in Contracts

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, as amended, and Regulation 13d-3 thereunder. The conversion limitation described in this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”), or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company at a price below $2.55 per share pursuant to the terms of this Warrant, the Note, the Purchase Agreement (as defined in the Note), or any Related Agreement (as defined in the Purchase Agreement), shall not exceed an aggregate of 1,454,593 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement, or any Related Agreement or otherwise, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the (a) The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would exceed be in excess of the difference between sum of (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the HolderHolder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this proviso is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such date. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended, and Regulation 13d-3 thereunder. The conversion limitation In connection with any obligation of the Company to issue to the Holder of shares of Common Stock pursuant to the terms hereof, the Holder will, prior to the exercise of this Warrant, inform the Company of such Holder's beneficial ownership interest in the Company's Common Stock. Notwithstanding the foregoing, the restriction described in this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”), or paragraph may be revoked upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by Company from the Holder exceed 19.99% to the Company and is automatically null and void upon an Event of Default under the outstanding shares of Common Stock. Minimum Borrowing Note. (b) Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company Borrower and acquirable by the Holder at a price below $2.55 0.24 per share pursuant to the terms of this Warrant, the Note, the Purchase Security Agreement (as defined in the Note), or any Related Agreement (as defined in the Purchase Ancillary Agreement), shall not exceed an aggregate of 1,454,593 19.99% of the total issued and outstanding shares (calculated in accordance with applicable Principal Market rules and regulations) shares of the Borrower's Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) or otherwise violate the Borrower's obligations under the rules and regulations of the Principal Market (the “Maximum Common Stock Issuance”"MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s Borrower's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of the exercise of this Warrant, the Note, the Purchase Agreement, Security Agreement or any Related Agreement or otherwiseAncillary Agreement, together with the number of shares of Common Stock that would then be issuable by the Company Borrower to the Holder in the event of a conversion or an exercise pursuant to the terms of this Warrant, Warrant or the conversion of the Minimum Borrowing Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 1010(b) , the Company Borrower shall promptly call a shareholders meeting to solicit shareholder approval for the issuance as set forth in Section 13(u) of the Security Agreement. Borrower shall not be obligated to issue such shares of Common Stock hereunder in excess of the Maximum Common Stock IssuanceIssuance unless and until the Borrower obtains the Stockholder Approval in accordance with applicable Principal Market rules and regulations and Section 13(u) of the Security Agreement.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended, and Regulation 13d-3 thereunder. The conversion limitation described in the first sentence of this Section 10 shall automatically become null and void following without any notice to the Company upon the occurrence and during the continuance of an Event of Default under and (as defined in the Note made by the Company to the Holder Security Agreement dated as of the date hereof (among the Holder, the Company and various subsidiaries of the Company, as amended, modified or modified, restated and/or supplemented from time to time, the “Note”"Security Agreement"), or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.55 2.30 [insert the greater of market price or book value of the Common Stock as of the date hereof] per share pursuant to the terms of this Warrant, the NoteSecurity Agreement, the Purchase any Ancillary Agreement (as defined in the Note), Security Agreement) or any Related Agreement (as defined in the Purchase Agreement)otherwise, shall not exceed an aggregate of 1,454,593 664,104 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “"Maximum Common Stock Issuance”"), unless the issuance of Common Stock Shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s 's shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Security Agreement, or any Related Ancillary Agreement (as defined in the Security Agreement) or otherwise, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the NoteSecurity Agreement, any Ancillary Agreement (as defined in the Purchase Agreement Security Agreement) or any Related Agreementotherwise, would exceed the Maximum Common Stock Issuance but for this Section 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, as amended, and Regulation Rule 13d-3 thereunder. The conversion limitation described in this Section 10 9 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”), or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.55 0.95 per share pursuant to the terms of this Warrant, the Note, the Purchase Agreement (as defined in the Note), or any Related Agreement (as defined in the Purchase Agreement)) or otherwise, shall not exceed an aggregate of 1,454,593 2,367,666 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement, Agreement or any Related Agreement or otherwiseAgreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement, any Related Agreement or any Related Agreementotherwise, would exceed the Maximum Common Stock Issuance but for this Section 109, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. Notwithstanding anything contained herein to the contraryany other provision hereof, the Holder shall not be entitled permitted to exercise all or any portion of this Warrant, if as a result of such exercise the holder would then become a “ten percent beneficial owner” (as defined in Rule 16a-2 under the Securities Exchange Act of 1934, as amended) of Common Stock. For greater certainty, this Warrant shall not be exercisable by the Holder or redeemed by the Company, if, after giving effect to such exercise, the Holder, together with its affiliates and any other persons acting as a group together with the Holder or any of the Holder’s affiliates, would in connection with aggregate beneficially own, or exercise control or direction over that number of shares of Common Stock which would exceed the difference between (i) 4.99% voting securities of the Company which is 9.99% or greater of the total issued and outstanding shares voting securities of Common Stock and the Company, immediately after giving effect to such exercise (ii) the number of shares of Common Stock beneficially owned by “Beneficial Ownership Limitation”). The Holder, upon notice to the HolderCompany, may increase the Beneficial Ownership Limitation; provided, however, that any increase in the Beneficial Ownership Limitation shall not become effective until the 61st day after such notice is delivered to the Company. For the purposes of the immediately preceding sentencethis paragraph, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act, as amended, and Regulation 13d-3 thereunder. The conversion limitation described in this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”), or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein in this Warrant to the contrary, and in addition to the number of shares of Common Stock issuable by Beneficial Ownership Limitation described above, the Company at a price below $2.55 per share pursuant to and Holder agree that the terms of this Warrant, the Note, the Purchase Agreement (as defined in the Note), or any Related Agreement (as defined in the Purchase Agreement), shall not exceed an aggregate of 1,454,593 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement, or any Related Agreement or otherwise, together with the total cumulative number of shares of Common Stock that would then may be issuable by the Company issued to the Holder in the event of a conversion or exercise pursuant to the terms of under this Warrant, the Note, the Purchase Agreement or together with any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder issued to holders of warrants in excess the same series of transactions as this Warrant, may not exceed the Maximum requirements of The Nasdaq Capital Market (including the rules related to the aggregation of offerings under Nasdaq Listing Rule 5635(d) if applicable) (the “Exchange Cap”), unless (i) stockholder approval is obtained to issue more than the Exchange Cap or (ii) the Common Stock Issuanceis not listed for quotation on Nasdaq or NYSE American. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this convert pursuant to the terms of the Note or the Warrant in connection with an amount that would (a) be convertible into that number of shares Ordinary Shares which, when added to the number of Common Stock which Ordinary Shares otherwise beneficially owned by such Holder including those issuable upon exercise of warrants of the Company held by such Holder would exceed the difference between (i) 4.99% of the issued and outstanding shares Ordinary Shares of Common Stock and the Company at the time of conversion or (b) (ii) exceed twenty five percent (25%) of the number aggregate dollar trading volume of shares the Ordinary Share for the thirty (30) day trading period immediately preceding delivery of Common Stock beneficially owned by a Notice of Conversion to the HolderCompany. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, as amended, Act and Regulation 13d-3 thereunder. The conversion limitation described in this Section 10 11 shall automatically become null and void following without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”)Default, or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder beneficial ownership exceed 19.99% of the outstanding shares borrower’s Ordinary Shares as of Common Stockthe date hereof. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock Ordinary Shares issuable by the Company at a price below $2.55 per share and acquirable by the Holder pursuant to the terms of this Warrant, Warrant and/or the Note, Note issued by the Purchase Agreement (as defined in Company to the Note), or any Related Agreement (as defined in the Holder pursuant to this Securities Purchase Agreement), shall not exceed an aggregate of 1,454,593 shares 1,270,720 of Common Stock the Company’s Ordinary Shares, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common StockOrdinary Shares). Furthermore, Holder acknowledges and agrees that the Company (i) (shall, on or before September 30, 2006, use its best efforts to solicit shareholder approval of the “Maximum Common Stock Issuance”), unless the authorization and issuance of Common Stock hereunder in excess at least such amount of Ordinary Shares as would permit the Holder to acquire all of the Maximum Common Stock Issuance shall first be approved Ordinary Shares issuable by the Company’s shareholders. If at any point in time Company and from time to time acquirable by the number of shares of Common Stock issued Holder pursuant to the terms of this Warrant, Warrant and/or the Note, the Purchase Agreementprovided however, or any Related Agreement or otherwise, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 10until such shareholder approval is granted, the Company shall promptly call a shareholders meeting not be required to solicit shareholder approval for issue an amount of Ordinary Shares pursuant to the issuance of Warrant and/or the shares of Common Stock hereunder Note, which exceeds in excess of the Maximum Common Stock Issuanceaggregate, 625,000 Ordinary Shares.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For Holder for the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, as amended, and Regulation 13d-3 thereunder. The conversion limitation described in this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”), or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.55 3.10 per share pursuant to the terms of this Warrant, the Note, the Purchase Agreement (as defined in the Note), or any Related Agreement (as defined in the Purchase Agreement)) or otherwise, shall not exceed an aggregate of 1,454,593 1,377,533 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement, Agreement or any Related Agreement or otherwiseAgreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement, any Related Agreement or any Related Agreementotherwise, would exceed the Maximum Common Stock Issuance but for this Section 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Notwithstanding anything contained herein to the contrary, the Holder shall not, pursuant to any Exercise Notice, be entitled to exercise this Warrant on an Exercise Date for fewer than 3,000 shares of Common Stock.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, as amended, and Regulation 13d-3 thereunder. The conversion limitation described in this Section 10 shall automatically become null and void following without any notice to the Company upon the occurrence and during the continuance of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”), or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder upon exercise of all or any portion of this Warrant, aggregated with (i) the shares of Common Stock issuable upon conversion of all or a portion of the Note plus (ii) the shares of Common Stock issuable upon conversion of all or a portion of the Secured Promissory Note, in the principal amount of $2.5 million, dated February 22, 2005, issued to the Holder by the Company (the “February Note”) plus (iii) the shares of Common Stock issuable upon exercise of all or a portion of a warrant to purchase 350,000 shares of Common Stock, dated February 22, 2005, issued to the Holder by the Company (the “February Warrant”), exceed 19.99% of the outstanding shares of Common StockStock as of February 22, 2005. Notwithstanding anything contained herein to the contrary, the aggregate number of shares of Common Stock issuable by the Company and acquirable by the Holder at a an average price below $2.55 3.10 per share pursuant to the terms of this Warrant, the Note, the Purchase Agreement (as defined in the Note), or any Related Agreement (as defined in the Purchase Agreement), the February Note, the February Warrant or otherwise, shall not exceed an aggregate of 1,454,593 1,428,458 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholdersstockholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement, or any Related Agreement Agreement, the February Note or the February Warrant or otherwise, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or Agreement, any Related Agreement, the February Note or the February Warrant or otherwise, would exceed the Maximum Common Stock Issuance but for this Section 10, the Company shall promptly call a shareholders stockholders meeting to solicit shareholder stockholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock IssuanceIssuance provided, however, that this sentence shall not require the Company to promptly call a stockholders meeting and solicit stockholder approval to the extent that the Company provides for a stockholder vote on such approval in the proxy statement and related materials for the Company’s 2005 annual meeting of stockholders. Notwithstanding anything contained herein to the contrary, the provisions of this Section 10 are irrevocable and may not be waived by the Holder or the Company.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, as amended, and Regulation 13d-3 thereunder. The conversion limitation described in this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”), or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company at a price below $2.55 1.51 per share pursuant to the terms of this Warrant, the Note, the Purchase Agreement (as defined in the Note), or any Related Agreement (as defined in the Purchase Agreement), shall not exceed an aggregate of 1,454,593 1,406,974 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement, or any Related Agreement or otherwise, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant on the exercise date, in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder including those issuable upon exercise of warrants held by such Holder would exceed 4.99% of the Holderoutstanding shares of Common Stock of the Company at the time of conversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, as amended, Act and Regulation 13d-3 thereunder. The conversion limitation described in this Section 10 12 shall automatically become null and void following without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”)Default, or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.55 2.65 per share pursuant to the terms of this Warrant, the Note, Secured Convertible Term Note and/or Warrants issued by the Company to the Holder pursuant to that certain Securities Purchase Agreement dated February 19, 2004 (as defined in the Note), or any Related Agreement (as defined in the Purchase Agreement“February Transaction Documents”), shall not exceed an aggregate of 1,454,593 5,776,614 shares of the Company’s Common Stock Stock, (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement, or any Related Agreement or otherwiseFebruary Transaction Documents, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related AgreementFebruary Transaction Documents, would exceed the Maximum Common Stock Issuance but for this Section 10Section, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.”

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise this Warrant in connection with that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended, and Regulation 13d-3 thereunder. The conversion limitation described in the first sentence of this Section 10 shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”), or upon 75 120 days prior notice to the Company, Company except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the total number of shares of Common Stock issuable by the Company and acquirable by the Holder at a price below $2.55 2.65 per share pursuant to the terms of this Warrant, the Note, the Purchase Agreement (as defined in the Note), or any Related Agreement (as defined in the Purchase Agreement), shall not exceed an aggregate of 1,454,593 2,339,050 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement, or any Related Agreement or otherwise, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 10, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise convert pursuant to the terms of this Warrant in connection with an amount that would be convertible into that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder including those issuable upon exercise of warrants held by such Holder would exceed 4.99% of the Holderoutstanding shares of Common Stock of the Company at the time of conversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, as amended, Act and Regulation 13d-3 thereunder. The conversion limitation described in the first sentence of this Section paragraph 10 shall automatically become null and void following without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default under Default, or upon 75 days prior notice to the Company, except that at no time shall the beneficial ownership exceed 19.99% of the Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and as defined in acquirable by the Holder pursuant to the terms of this Warrant, the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”), or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company at a price below $2.55 per share pursuant to the terms of this Warrant, the Note, the Purchase Agreement (as defined in the Note), the Warrant issued to the Holder on May 5, 2005 (as amended, modified or supplemented from time to time, the “Additional Warrant”) or any Related Agreement (as defined in the Purchase Agreement)) at a weighted average issue price of below $0.47 taking into account all such issuances, shall not exceed an aggregate of 1,454,593 6,491,440 shares of the Company’s Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement, the Additional Warrant or any Related Agreement or otherwiseAgreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement Agreement, the Additional Warrant or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 10paragraph, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.” 8. Except as specifically set forth in this Agreement, there are no other amendments, modifications or waivers to the Loan Documents, and all of the other forms, terms and provisions of the Loan Documents remain in full force and effect. 9. The Company hereby represents and warrants to Laurus that (i) no Event of Default (as defined in the Term Note) exists on the date hereof, after giving effect to this Agreement, (ii) on the date hereof, after giving effect to this Agreement, all representations, warranties and covenants made by the Company in connection with the Loan Documents are true, correct and complete except for any changes caused by events occurring in the ordinary course of the Company’s business subsequent to October 5, 2004 and (iii) on the date hereof, after giving effect to this Agreement, all of the Company’s and its Subsidiaries’ covenant requirements have been met. 10. From and after the Agreement Effective Date, all references in the Loan Documents and in the other Related Agreements to the Securities Purchase Agreement, the Term Note, the Original Warrant and/or the Registration Rights Agreement shall be deemed to be references to the Securities Purchase Agreement, the Term Note, the Original Warrant and/or the Registration Rights Agreement, as the case may be, as modified hereby. 11. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument.

Maximum Exercise. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise convert pursuant to the terms of this Warrant in connection with an amount that would be convertible into that number of shares of Common Stock which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) which, when added to the number of shares of Common Stock otherwise beneficially owned by such Holder including those issuable upon exercise of warrants held by such Holder would exceed 4.99% of the Holderoutstanding shares of Common Stock of the Company at the time of conversion. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, as amended, Act and Regulation 13d-3 thereunder. The conversion limitation described in the first sentence of this Section paragraph 10 shall automatically become null and void following without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default under and as defined in the Note made by the Company to the Holder dated the date hereof (as amended, modified or supplemented from time to time, the “Note”)Default, or upon 75 days prior notice to the Company, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder beneficial ownership exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company at a price below $2.55 per share and acquirable by the Holder pursuant to the terms of this Warrant, the Secured Convertible Term Note made by the Company to the Holder dated October 5, 2004 (as amended, modified or supplemented from time to time, the “Note”), the Purchase Agreement (as defined in the Note), the Common Stock Purchase Warrant dated October 5, 2004 as amended, modified or supplemented from time to time (the “Original Warrant”) or any Related Agreement (as defined in the Purchase Agreement)) at a weighted average issue price of below $0.47 taking into account all such issuances, shall not exceed an aggregate of 1,454,593 6,491,440 shares of the Company’s Common Stock (subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common Stock shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders. If at any point in time and from time to time the number of shares of Common Stock issued pursuant to the terms of this Warrant, the Note, the Purchase Agreement, the Original Warrant or any Related Agreement or otherwiseAgreement, together with the number of shares of Common Stock that would then be issuable by the Company to the Holder in the event of a conversion or exercise pursuant to the terms of this Warrant, the Note, the Purchase Agreement Agreement, the Original Warrant or any Related Agreement, would exceed the Maximum Common Stock Issuance but for this Section 10paragraph, the Company shall promptly call a shareholders meeting to solicit shareholder approval for the issuance of the shares of Common Stock hereunder in excess of the Maximum Common Stock Issuance.