The 1998(B) Preferred Stock consisting of 520,000 shares to be
issued to ZULU-tek in connection with the transactions contemplated
hereby and which shares shall be convertible into 5,200,000 shares
of ENHANCED Common Stock, subject to adjustment in the event of any
stock splits, stock dividend, reclassifications or other capital
transactions, as applicable, after receipt of stockholder approval
at the ENHANCED Annual Meeting of Stockholders and there is an
effective SEC registration statement allowing for the distribution
of the Common Stock to the stockholders of ZULU-tek;