Common use of Notice; Call Price Clause in Contracts

Notice; Call Price. The Second Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Second Call Option (the "Second Call Election Notice"). If the Buyers elect to exercise the Second Call Option with respect to less than all of the Covered Securities that are subject to the Second Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer's percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding March 29, 2004 and (B) $4.50 (the "Second Call Common Stock Price"). The purchase price per Warrant will equal the Second Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.

Notice; Call Price. The Second Third Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Second Third Call Option (the "Second Third Call Election Notice"). If the Buyers elect to exercise the Second Third Call Option with respect to less than all of the Covered Securities that are subject to the Second Third Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer's ' percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding March 29June 28, 2004 and (B) $4.50 (the "Second Third Call Common Stock Price"). The purchase price per Warrant will equal the Second Third Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.

Notice; Call Price. The Second First Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Second First Call Option (the "Second First Call Election Notice"). If the Buyers elect to exercise the Second First Call Option with respect to less than all of the Covered Securities Common Shares and Warrants that are subject to the Second First Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer's percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding March December 29, 2004 2003 and (B) $4.50 (the "Second First Call Common Stock Price"). The purchase price per Warrant will equal the Second First Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.

Notice; Call Price. The Second Third Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Second Third Call Option (the "Second “Third Call Election Notice"”). If the Buyers elect to exercise the Second Third Call Option with respect to less than all of the Covered Securities that are subject to the Second Third Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer's ’ percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's ’s percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding March 29June 28, 2004 and (B) $4.50 (the "Second “Third Call Common Stock Price"”). The purchase price per Warrant will equal the Second Third Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.

Notice; Call Price. The Second First Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Second First Call Option (the "Second “First Call Election Notice"”). If the Buyers elect to exercise the Second First Call Option with respect to less than all of the Covered Securities Common Shares and Warrants that are subject to the Second First Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer's ’s percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's ’s percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding March December 29, 2004 2003 and (B) $4.50 (the "Second “First Call Common Stock Price"”). The purchase price per Warrant will equal the Second First Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.

Notice; Call Price. The Second Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Second Call Option (the "“Second Call Election Notice"”). If the Buyers elect to exercise the Second Call Option with respect to less than all of the Covered Securities that are subject to the Second Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer's ’s percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's ’s percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding March 29, 2004 and (B) $4.50 (the "“Second Call Common Stock Price"”). The purchase price per Warrant will equal the Second Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.