Common use of FIRST EXERCISE Clause in Contracts

FIRST EXERCISE. The purchase rights represented by this Warrant shall first become exercisable with respect to one-third of the shares of the Common Stock (3,500 shares) on the date of issuance hereof, with respect to 292 shares of Common Stock on the _________ day of each of the 23 consecutive calendar months beginning with [July,] 2003, and with respect to any remaining shares of Common Stock on the third anniversary of the date on which this Warrant is issued. Notwithstanding the above, no purchase rights represented by this Warrant shall become exercisable on or after the date upon which that certain letter agreement between ZelnickMedia Corporation and the Company dated as of July ____, 2002 (as may be amended, the "SERVICE AGREEMENT") is terminated.

FIRST EXERCISE. The purchase rights represented by this Warrant shall first become exercisable with respect to one-third of the shares of the Common Stock (3,500 46,500 shares) on the date of issuance hereof, with respect to 292 3,875 shares of Common Stock on the _________ day of each of the 23 consecutive calendar months beginning with [July,] 2003, and with respect to any remaining shares of Common Stock on the third anniversary of the date on which this Warrant is issued. Notwithstanding the above, no purchase rights represented by this Warrant shall become exercisable on or after the date upon which that certain letter agreement between ZelnickMedia Corporation Holder and the Company dated as of July ____, 2002 (as may be amended, the "SERVICE AGREEMENT") is terminated.