To: Bruce A. Thompson who wrote (6160 ) 12/21/1998 2:49:00 PM From: Bruce A. Thompson Respond to of 27311
Series B conversion info D. "CONVERSION PRICE" means, (x) with respect to any Conversion Date which is prior to July 27, 1999, the Fixed Conversion Price, and (y) with respect to any Conversion Date which is on or after July 27, 1999, the lower of the Fixed Conversion Price and the Variable Conversion Price, each as in effect as of such date and subject to adjustment as provided herein. E. "FIXED CONVERSION PRICE" means $6.03 (subject to equitable adjustment for any stock splits, stock dividends, reclassifications or similar events during such period). F. "PREMIUM" means 1000 x (N/365) x (.06). N = the number of days from the first issuance of shares of the Preferred Stock (the "CLOSING DATE") to, and including, the Conversion Date. G. "VARIABLE CONVERSION PRICE" means, as of any Conversion Date, 101% of the average of the six (6) lowest of the Closing Bid Prices of the Common Stock for the ten (10) consecutive trading days ending on the trading day immediately preceding the Conversion Date 2.<PAGE> (subject to equitable adjustment for any stock splits, stock dividends, reclassifications or similar events during the such period), subject to adjustment as provided herein. IV. CONVERSION A. CONVERSION AT THE OPTION OF THE HOLDER. Subject to the limitations on conversions contained in Section IV.G, each Holder may, at any time and from time to time, convert (an "OPTIONAL CONVERSION") any or all of its shares of Preferred Stock into a number of fully paid and non-assessable shares of Common Stock determined, for each share of Preferred Stock so to be converted, in accordance with the following formula: