Common use of Commitment Payments Clause in Contracts

Commitment Payments. On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (i) $100,000 (the "$100,000 Amount"), minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. Notwithstanding the above, the Company shall not be required to pay a Semi-Annual Non Usage Fee for a given 6 month period if, during such 6 month period: (i) the Company has delivered Put Notices to the Investor for each and every Put during such 6 month period not later than five (5) Business Days following the preceding Pricing Period End Date, and (ii) each Put during such 6 month period represents a number of shares equal to the full amount of the Invdividual Put Limit for such Put. Each Semi Annual Non-Usage Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due. In the event of any Termination or Automatic Termination of this Agreement, the Company shall not accrue any further Semi-Annual Non Usage Fees, and, the with respect to calculation of the Semi-Annual Non Usage Fee for the Commitment Evaluation Period in effect at the time of such Termination or Automatic Termination, the "$100,000 Amount (as defined above) shall be reduced pro rata based upon the amount of time remaining in the Commitment Evaluation Period at the time of such Termination or Automatic Termination. Notwithstanding any Termination or Automatic Termination of this Agreement, regardless of whether or not the Registration Statement is or is not filed, and regardless of whether or not the Registration Statement is approved or denied by the SEC, the Investor shall retain full ownership of the Commitment Warrant as partial consideration for its commitment hereunder.

Commitment Payments. On the last Business Day of each six (6) month anniversary of the Investment Commitment Closing, if the Investor has not received at least an amount equal to the applicable Semi-Annual Commitment Fee, as set forth below, in aggregate Gross Discount Amounts for the preceding six (6) Calendar Month period following the Effective Date Months (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee Commitment Shortfall") equal to the difference of (i) $100,000 (the "$100,000 Amount")applicable Semi-Annual Commitment Fee, as defined below, minus (ii) 10% the aggregate of the aggregate Put Dollar Gross Discount Amounts received by the Investor during the preceding six (6) Calendar Months. In the event that the Company delivers a Termination Notice to the Investor, the Company shall pay to the Investor the greater of (i) the Semi-Annual Commitment Fee for the applicable Commitment Evaluation Period, less the Gross Discount Amount of the Put Shares on amounts put to the Investor during in that Commitment Evaluation Period. Notwithstanding , or (ii) the abovedifference of (x) $200,000, minus (y) the aggregate of the Gross Discount Amounts for all Puts to date, and the Company shall not be required to pay a Semi-Annual Non Usage Fee for a given 6 month period if, during such 6 month period: (i) the Company has delivered Put Notices to the Investor for each and every Put during such 6 month period not later than five (5) Business Days following the preceding Pricing Period End Date, and (ii) each Put during such 6 month period represents a number of shares equal to the full amount of the Invdividual Put Limit for such Put. Each Semi Annual Non-Usage Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due. In the event of any Termination or Automatic Termination of this Agreement, the Company shall not accrue any further Semi-Annual Non Usage Fees, and, the with respect to calculation of the Semi-Annual Non Usage Commitment Shortfall thereafter. For purposes hereof, the Semi-Annual Commitment Fee for the shall be as follows: Commitment Evaluation Period in effect at the time of such Termination or Automatic Termination, the "$100,000 Amount (as defined above) shall be reduced pro rata based upon the amount of time remaining in the Semi-Annual Commitment Evaluation Period at the time of such Termination or Automatic Termination. Notwithstanding any Termination or Automatic Termination of this Agreement, regardless of whether or not the Registration Statement is or is not filed, and regardless of whether or not the Registration Statement is approved or denied by the SEC, the Investor shall retain full ownership of the Commitment Warrant as partial consideration for its commitment hereunder.Fee ---------------------------- --------------------------

Commitment Payments. On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put sold at least $1,000,000 in aggregate Put Dollar Amount worth of Put Shares during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee Fee") equal to the difference of (i) $100,000 (the "$100,000 Amount")100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to purchased by the Investor during that Commitment Evaluation Period. Notwithstanding In the aboveevent that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares purchased by the Investor during all Puts to date, and the Company shall not be required to pay a Semi-Annual Non Usage Fee for a given 6 month period if, during such 6 month period: (i) the Company has delivered Put Notices to the Investor for each and every Put during such 6 month period not later than five (5) Business Days following the preceding Pricing Period End Date, and (ii) each Put during such 6 month period represents a number of shares equal to the full amount of the Invdividual Put Limit for such Put. Each Semi Annual Non-Usage Fee thereafter. Each Non-Usage Fee or Termination Fee is payable, in cashcash or Common Stock (in the manner described below), at the Company's option, within five (5) business days of the date it accrued. If such payment is made in restricted and unregistered Common Stock, the Company shall deliver to the Investor a number of shares of Common Stock equal to 150% of the amount of the Non-Usage Fee or Termination Fee that is then payable, divided by the lowest closing price of the Company's Common Stock for the five (5) Business Days immediately preceding the date of delivery of such shares to the Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due. In the event of any Termination or Automatic Termination of this Agreement, the Company shall not accrue any further Semi-Annual Non Usage Fees, and, the with respect to calculation of the Semi-Annual Non Usage Fee for the Commitment Evaluation Period in effect at the time of such Termination or Automatic Termination, the "$100,000 Amount (as defined above) shall be reduced pro rata based upon the amount of time remaining in the Commitment Evaluation Period at the time of such Termination or Automatic Termination. Notwithstanding any Termination or Automatic Termination of this Agreement, regardless of whether or not the Registration Statement is or is not filed, and regardless of whether or not the Registration Statement is approved or denied by the SEC, the Investor shall retain full ownership of the Commitment Warrant as partial consideration for its commitment hereunder.

Commitment Payments. On the last Business Day of each six twelve (612) Calendar Month period following the Effective Date (each Date(each such period a "Commitment Evaluation Period"), if the Company has not Put sold at least $1,000,000 in aggregate Put Dollar Amount worth of Put Shares during that Commitment Evaluation Period, the Company, in consideration of Investor's ’s commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee Fee") equal to the difference of (i) $100,000 (the "$100,000 Amount")100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to purchased by the Investor during that Commitment Evaluation Period. Notwithstanding In the aboveevent that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $100,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares purchased by the Investor during all Puts to date, and the Company shall not be required to pay a Semi-Annual Non Usage Fee for a given 6 month period if, during such 6 month period: (i) the Company has delivered Put Notices to the Investor for each and every Put during such 6 month period not later than five (5) Business Days following the preceding Pricing Period End Date, and (ii) each Put during such 6 month period represents a number of shares equal to the full amount of the Invdividual Put Limit for such Put. Each Semi Annual Non-Usage Fee thereafter. Each Non-Usage Fee or Termination Fee is payable, in cashcash or Common Stock (in the manner described below), at the Company’s option, within five (5) business days of the date it accrued. If such payment is made in restricted and unregistered Common Stock, the Company shall deliver to the Investor a number of shares of Common Stock equal to 150% of the amount of the Non-Usage Fee or Termination Fee that is then payable, divided by the lowest closing price of the Company’s Common Stock for the five (5) Business Days immediately preceding the date of delivery of such shares to the Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due. In the event of any Termination or Automatic Termination of this Agreement, the Company shall not accrue any further Semi-Annual Non Usage Fees, and, the with respect to calculation of the Semi-Annual Non Usage Fee for the Commitment Evaluation Period in effect at the time of such Termination or Automatic Termination, the "$100,000 Amount (as defined above) shall be reduced pro rata based upon the amount of time remaining in the Commitment Evaluation Period at the time of such Termination or Automatic Termination. Notwithstanding any Termination or Automatic Termination of this Agreement, regardless of whether or not the Registration Statement is or is not filed, and regardless of whether or not the Registration Statement is approved or denied by the SEC, the Investor shall retain full ownership of the Commitment Warrant as partial consideration for its commitment hereunder.

Commitment Payments. On the last Business Day of each six eighteen (618) Calendar Month month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company Investor has not Put purchased at least $1,000,000 3,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (i) $100,000 (the "$100,000 Amount")300,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to purchased by the Investor during that Commitment Evaluation Period. Notwithstanding In the aboveevent that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares purchased by the Investor during all Puts to date, and the Company shall not be required to pay a Semi-Annual Non Usage Fee for a given 6 month period if, during such 6 month period: (i) the Company has delivered Put Notices to the Investor for each and every Put during such 6 month period not later than five (5) Business Days following the preceding Pricing Period End Date, and (ii) each Put during such 6 month period represents a number of shares equal to the full amount of the Invdividual Put Limit for such Put. Each Semi Annual Non-Usage Fee thereafter. Each Non-Usage Fee or Termination Fee is payable, in cashcash or Common Stock (in the manner described below), at the Company's option, within five (5) business days of the date it accrued. If such payment is made Common Stock, the Company shall deliver to the Investor a number of shares of Common Stock equal to Z% of the amount of the Non-Usage Fee or Termination Fee that is then payable, divided by the lowest closing price of the Company's Common Stock for the five (5) Business Days immediately preceding the date of delivery of such shares to the Investor, where "Z" shall equal 100% if such payment is made in unrestricted and registered Common Stock that is eligible for immediate resale without restriction, and "Z" shall equal 125% if such payment is made in restricted and unregistered Common Stock. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due. In the event of any Termination or Automatic Termination of this Agreement, the Company shall not accrue any further Semi-Annual Non Usage Fees, and, the with respect to calculation of the Semi-Annual Non Usage Fee for the Commitment Evaluation Period in effect at the time of such Termination or Automatic Termination, the "$100,000 Amount (as defined above) shall be reduced pro rata based upon the amount of time remaining in the Commitment Evaluation Period at the time of such Termination or Automatic Termination. Notwithstanding any Termination or Automatic Termination of this Agreement, regardless of whether or not the Registration Statement is or is not filed, and regardless of whether or not the Registration Statement is approved or denied by the SEC, the Investor shall retain full ownership of the Commitment Warrant as partial consideration for its commitment hereunder.

Commitment Payments. On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's ’s commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee Fee") equal to the difference of (i) $100,000 (the "$100,000 Amount")100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. Notwithstanding In the aboveevent that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay a the Semi-Annual Non-Usage Fee thereafter. Notwithstanding the above, Itronics shall not be required to pay a Non Usage Fee for a given 6 month period if, any Commitment Evaluation Period during such 6 month period: (i) the Company which Itronics has delivered Put Notices to ▇▇▇▇▇▇ at the Investor for each and every Put during such 6 month period not later than five (5) Business Days following maximum frequency allowed by the preceding Pricing Period End DateInvestment Agreement, and (ii) each such Put during such 6 month period represents a is for the maximum number of shares equal to allowed by the full amount Volume Limitations accounting for any Excluded Days resulting from Itronics’ insertion of the Invdividual a Company Designated Minimum Put Limit for such PutShare Price. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due. In the event of any Termination or Automatic Termination of this Agreement, the Company shall not accrue any further Semi-Annual Non Usage Fees, and, the with respect to calculation of the Semi-Annual Non Usage Fee for the Commitment Evaluation Period in effect at the time of such Termination or Automatic Termination, the "$100,000 Amount (as defined above) shall be reduced pro rata based upon the amount of time remaining in the Commitment Evaluation Period at the time of such Termination or Automatic Termination. Notwithstanding any Termination or Automatic Termination of this Agreement, regardless of whether or not the Registration Statement is or is not filed, and regardless of whether or not the Registration Statement is approved or denied by the SEC, the Investor shall retain full ownership of the Commitment Warrant as partial consideration for its commitment hereunder.

Commitment Payments. On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee Fee") equal to the difference of (i) $100,000 (the "$100,000 Amount")100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. Notwithstanding No Semi-Annual Non-Usage Fee shall be due if during such Commitment Evaluation Period the aboveCompany has delivered to the Investor the maximum number of Put Notices allowable hereunder and each such Put is for the maximum number of shares allowed by the Volume Limitations. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay a the Semi-Annual Non Non-Usage Fee for a given 6 month period if, during such 6 month period: (i) thereafter. No Termination Fee shall be due if following the Company Effective Date the company has delivered Put Notices to the Investor the maximum number of Put Notices allowable hereunder and each such Put is for each and every Put during such 6 month period not later than five (5) Business Days following the preceding Pricing Period End Date, and (ii) each Put during such 6 month period represents a maximum number of shares equal to allowable by the full amount of the Invdividual Put Limit for such PutVolume Limitations. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. The In addition to any other remedies the Company has hereunder, the Company shall not be required to deliver any payments to Investor under this subsection until if at the time of delivery of the Termination Notice or when an Automatic Termination occurs, Put Dollar Amounts are more than five (5) business days past due and remain unpaid after written notice to the Investor that the Investor has not paid all Put Dollar Amounts that are then due. In the event of any Termination or Automatic Termination of this Agreement, the Company shall not accrue any further Semi-Annual Non Usage Fees, and, the with respect to calculation of the Semi-Annual Non Usage Fee for the Commitment Evaluation Period in effect at the time of such Termination or Automatic Termination, the "$100,000 Amount (as defined above) shall be reduced pro rata based upon the amount of time remaining in the Commitment Evaluation Period at the time of such Termination or Automatic Termination. Notwithstanding any Termination or Automatic Termination of this Agreement, regardless of whether or not the Registration Statement is or is not filed, and regardless of whether or not the Registration Statement is approved or denied by the SEC, the Investor shall retain full ownership of the Commitment Warrant as partial consideration for its commitment hereunder.

Commitment Payments. On the last Business Day of each six one (61) Calendar Month year period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 2,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee Fee") equal to the difference of (i) $100,000 (the "$100,000 Amount")200,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Non-Usage Fee thereafter. Notwithstanding the above, the Company shall not be required to pay a SemiNon-Annual Non Usage Fee for a given 6 month period if, any Commitment Evaluation Period during such 6 month period: (i) which the Company has delivered a maximum number of Put Notices to the Investor for each and every Put during such 6 month period not later than five (5) Business Days following allowed by the preceding Pricing Period End DateInvestment Agreement, and (ii) each such Put during such 6 month period represents a is for the maximum number of shares equal to allowed by the full amount of the Invdividual Put Limit for such PutVolume Limitations (as defined above). Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due. In the event of any Termination or Automatic Termination of this Agreement, the Company shall not accrue any further Semi-Annual Non Usage Fees, and, the with respect to calculation of the Semi-Annual Non Usage Fee for the Commitment Evaluation Period in effect at the time of such Termination or Automatic Termination, the "$100,000 Amount (as defined above) shall be reduced pro rata based upon the amount of time remaining in the Commitment Evaluation Period at the time of such Termination or Automatic Termination. Notwithstanding any Termination or Automatic Termination of this Agreement, regardless of whether or not the Registration Statement is or is not filed, and regardless of whether or not the Registration Statement is approved or denied by the SEC, the Investor shall retain full ownership of the Commitment Warrant as partial consideration for its commitment hereunder.

Commitment Payments. On the last Business Day of each six twelve (612) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put sold at least $500,000 during the first such twelve month period and $1,000,000 thereafter, in aggregate Put Dollar Amount worth of Put Shares during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee Fee") equal to the difference of (i) $100,000 (the "$100,000 Amount")100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to purchased by the Investor during that Commitment Evaluation Period. Notwithstanding In the aboveevent that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $150,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares purchased by the Investor during all Puts to date, and the Company shall not be required to pay a Semi-Annual Non Usage Fee for a given 6 month period if, during such 6 month period: (i) the Company has delivered Put Notices to the Investor for each and every Put during such 6 month period not later than five (5) Business Days following the preceding Pricing Period End Date, and (ii) each Put during such 6 month period represents a number of shares equal to the full amount of the Invdividual Put Limit for such Put. Each Semi Annual Non-Usage Fee thereafter. Each Non-Usage Fee or Termination Fee is payable, in cashcash or Common Stock (in the manner described below), at the Company's option, within five ten (510) business days of the date it accrued. If such payment is made in restricted and unregistered Common Stock, the Company shall deliver to the Investor a number of shares of Common Stock equal to 125% of the amount of the Non-Usage Fee or Termination Fee that is then payable, divided by the lowest closing price of the Company's Common Stock for the five (5) Business Days immediately preceding the date of delivery of such shares to the Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due. In the event of any Termination or Automatic Termination of this Agreement, the Company shall not accrue any further Semi-Annual Non Usage Fees, and, the with respect to calculation of the Semi-Annual Non Usage Fee for the Commitment Evaluation Period in effect at the time of such Termination or Automatic Termination, the "$100,000 Amount (as defined above) shall be reduced pro rata based upon the amount of time remaining in the Commitment Evaluation Period at the time of such Termination or Automatic Termination. Notwithstanding any Termination or Automatic Termination of this Agreement, regardless of whether or not the Registration Statement is or is not filed, and regardless of whether or not the Registration Statement is approved or denied by the SEC, the Investor shall retain full ownership of the Commitment Warrant as partial consideration for its commitment hereunder.

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 19, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees, warrants (the "Commitment Warrants") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 490,000 shares of Common Stock. The Commitment Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average Closing Bid Price for the five (5) trading days immediately preceding April 19, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Companys independent counsel). On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's Investors commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (i) $100,000 (the "$100,000 Amount")100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. Notwithstanding In the aboveevent that the Company delivers a Termination Notice to the Investor or Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay a the Semi-Annual Non Non-Usage Fee for a given 6 month period if, during such 6 month period: (i) the Company has delivered Put Notices to the Investor for each and every Put during such 6 month period not later than five (5) Business Days following the preceding Pricing Period End Date, and (ii) each Put during such 6 month period represents a number of shares equal to the full amount of the Invdividual Put Limit for such Putthereafter. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, payable within five (5) business days of the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where such payment is made in shares of Common Stock, each share of Common Stock shall be valued at the lesser of (i) the average Closing Bid Price for the five (5) Business Days preceding the date that such Semi-Annual Non-Usage Fee is due, or (ii) the average Closing Bid Price for the five (5) Business Days preceding the date that such shares are delivered to Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due. In the event of any Termination or Automatic Termination of this Agreement, the Company shall not accrue any further Semi-Annual Non Usage Fees, and, the with respect to calculation of the Semi-Annual Non Usage Fee for the Commitment Evaluation Period in effect at the time of such Termination or Automatic Termination, the "$100,000 Amount (as defined above) shall be reduced pro rata based upon the amount of time remaining in the Commitment Evaluation Period at the time of such Termination or Automatic Termination. Notwithstanding any Termination or Automatic Termination of this Agreement, regardless of whether or not the Registration Statement is or is not filed, and regardless of whether or not the Registration Statement is approved or denied by the SEC, the Investor shall retain full ownership of the Commitment Warrant as partial consideration for its commitment hereunder.

Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 19, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees, warrants (the "Commitment Warrants") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 490,000 shares of Common Stock. The Commitment Warrants shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average Closing Bid Price for the five (5) trading days immediately preceding April 19, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (iI) $100,000 (the "$100,000 Amount")100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. Notwithstanding In the aboveevent that the Company delivers a Termination Notice to the Investor or Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (I) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay a the Semi-Annual Non Non-Usage Fee for a given 6 month period if, during such 6 month period: (i) the Company has delivered Put Notices to the Investor for each and every Put during such 6 month period not later than five (5) Business Days following the preceding Pricing Period End Date, and (ii) each Put during such 6 month period represents a number of shares equal to the full amount of the Invdividual Put Limit for such Putthereafter. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, payable within five (5) business days of the date it accrued, in cash or in registered, unlegended, freely tradable Common Stock of the Company. Where such payment is made in shares of Common Stock, each share of Common Stock shall be valued at the lesser of (I) the average Closing Bid Price for the five (5) Business Days preceding the date that such Semi-Annual Non-Usage Fee is due, or (ii) the average Closing Bid Price for the five (5) Business Days preceding the date that such shares are delivered to Investor. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due. In the event of any Termination or Automatic Termination of this Agreement, the Company shall not accrue any further Semi-Annual Non Usage Fees, and, the with respect to calculation of the Semi-Annual Non Usage Fee for the Commitment Evaluation Period in effect at the time of such Termination or Automatic Termination, the "$100,000 Amount (as defined above) shall be reduced pro rata based upon the amount of time remaining in the Commitment Evaluation Period at the time of such Termination or Automatic Termination. Notwithstanding any Termination or Automatic Termination of this Agreement, regardless of whether or not the Registration Statement is or is not filed, and regardless of whether or not the Registration Statement is approved or denied by the SEC, the Investor shall retain full ownership of the Commitment Warrant as partial consideration for its commitment hereunder.