I play for keeps:" Calculation of Registration Fee
================================================
Title of each class of Common Stock
securities to be registered $.01 par value
------------------------------------------------
Amount to be registered (2)
3,734,000
------------------------------------------------
Proposed maximum offering
price per unit (1) $1.94
------------------------------------------------
Proposed maximum
aggregate offering price (1) $7,243,960
------------------------------------------------
Total amount of registration
fee $2,013.82
================================================
(1) The price is based on the average of the reported high and low sales price
of our Common Stock as reported on the Nasdaq SmallCap Market on January 8,
1999. The price is estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c).
(2) Included in this amount are 347,000 shares of our Common Stock issuable
upon conversion of our Series D Convertible Preferred Stock, 307,000 shares
of our Common Stock issuable upon conversion of our Series E Convertible
Preferred Stock, and 3,080,000 shares of our Common Stock shares issuable
upon the exercise of certain Put Rights granted to the Company in
connection with the sale of the Series D Convertible Preferred Stock and
Series E Convertible Preferred Stock. The estimated number of shares
included in this Registration Statement was calculated at 200% of the
shares required based upon the amount of Series D Convertible Preferred
Stock and Series E Convertible Preferred Stock outstanding and the closing
price of our stock on January 8, 1999, less Common Stock previously
registered and carried forward.
|
