The following table sets forth the Common Stock of the Company which will
be outstanding and the percentage ownership of the Company's stockholders as of
November 12, 1998 if the Stockholders approve only one of Proposals II, III and
IV or, in the alternative, if the Stockholders approve all of Proposals II, III
and IV. The table assumes that the Company will exercise its rights of
conversion with respect to the 1998 Preferred, that the holders of the Investor
Preferred will convert all of the shares and that the 1998(B) will be
automatically converted in accordance with its terms:
<TABLE>
<CAPTION>
Specified Proposal is approved
-----------------------------------------
Percent (%)
Held By
Company
Shares Outstanding(1) Stockholders
------------------ ------------
<S> <C> <C>
Proposal I is approved 7,674,908 100%
Proposal II is approved 13,218,520 58.06%
(5,543,612 shares issued)
Proposal III is approved 17,674,908 43.42%
(10,000,000 shares issued)
Proposal IV is approved 12,874,908 59.61%
(5,200,000 shares issued)(2)
All Proposals are approved 28,418,520 27.01%
</TABLE>
---------------
(1) Reflects Common Stock outstanding at November 12, 1998 or issuable within
sixty (60) days thereof at the option of the holder.
(2) Excludes the 1 million shares of Common Stock to be issued in connection
with the December Investment.
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