(excerpt)
Stock Purchase Agreement
The Share Issuances. The Company has agreed to issue and sell to the Purchaser,
and the Purchaser has agreed to purchase from the Company, 300,000 shares of the
Company's Series A Convertible Preferred Stock (the "Series A Preferred Stock")
for a purchase price of $1,000 per share, in two separate issuances (the "First
Issuance" and "Second Issuance") of 167,507 shares (the "First Issuance Shares")
and 132,493 shares (the "Second Issuance Shares"). The Series A Preferred Stock
is initially convertible at a conversion price of $66.11 per share into
4,537,891 shares of Common Stock. The First Issuance was consummated
concurrently with the execution of the Stock Purchase Agreement on March 15,
1999. Simultaneously with the closing of the First Issuance, the Company and the
Purchaser entered into a Registration Rights Agreement (the "Registration Rights
Agreement") and the Purchaser entered into a Stock Purchase and Voting Agreement
with each director of the Company (the "Management Stock Agreements").
The closing of the Second Issuance is to occur as soon as practicable (but not
more than three business days) after the satisfaction or waiver of all of the
closing conditions set forth in the Stock Purchase Agreement. These closing
conditions include: (i) the prior approval by the Company's stockholders, at a
special stockholder's meeting to be called by the Company (the "Stockholders
Meeting"), of the purchase of the Second Issuance Shares ("Second Preferred
Stock Purchase") and the purchase of Common Stock pursuant to the Management
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