Common use of Issuance of Warrant; Term Clause in Contracts

Issuance of Warrant; Term. For and in consideration of J. XXXX XXXXX making a loan to the Company in an amount of up to SIXTY-FIVE THOUSAND AND NO/100ths DOLLARS ($65,000) pursuant to the terms of a promissory note of even date herewith (the "Note") and related loan agreement of even date herewith (the "Loan Agreement"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 7,025 shares of the Company's common stock (the "Common Stock"), which the Company represents to equal .16% of the shares of capital stock outstanding on the date hereof, calculated on a fully diluted basis ("Base Amount"), provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: Date Base Amount ---- ----------- September 23, 1997 9,366 shares, which the Company represents to equal .21% of the shares of capital stock outstanding on the date hereof calculated on a fully diluted basis September 23, 1998 11,708 shares, which the Company represents to equal .26% of the shares of capital stock outstanding on the date hereof calculated on a fully diluted basis September 23, 1999 14,049 shares, which the Company represents to equal .31% of the shares of capital stock outstanding on the date hereof calculated on a fully diluted basis The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof until September 30, 1999. However, notwithstanding the foregoing, if the Second Disbursement (as defined in Section 4.2 of the Loan Agreement) is not made, the Base Amount for the initial period shall be reduced to 5,471, and the Base Amount for each subsequent year shall be reduced as follows: Date Base Amount ---- ----------- September 23, 1997 7,294 September 23, 1998 9,118 September 23, 1999 10,942

Issuance of Warrant; Term. For and in consideration of J. XXXX XXXXX making a loan SIRROM CAPITAL CORPORATION having made loans to TRC which are being assumed by Hartan in the Company in an aggregate principal amount of up to SIXTY-FIVE THOUSAND AND NO/100ths DOLLARS ($65,000) pursuant to 2,000,000, as evidenced by the terms of a promissory note of even date herewith (the "Amended and Restated Note") and related loan agreement of even date herewith (the "Loan Agreement"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants confirms and ratifies the grant to Holder on October 22, 1996 of the right to purchase 7,025 375,000 shares of TRC's common stock, which the Company represents equaled not less than 12.5% of the common stock of TRC on October 22, 1996, calculated on a fully diluted basis after exercise ("Base Amount"). Pursuant to the terms of the Original Warrant, the Base Amount increased on October 22, 1998 to 409,682 shares. As a result of the Merger, in light of Section 9(b) of the Original Warrant, the Base Amount is adjusted on the date hereof to 643,509 shares of the Company's common stock (the "Common Stock")) (calculated by multiplying 409,682 shares by 1.57075, which the exchange ratio used in the Merger, referred to herein as the "Exchange Ratio", and rounding all fractions upward to the next whole number) and the Company represents hereby grants to equal .16% Holder the right to purchase the Base Amount (as adjusted from time to time pursuant to the terms of the shares this Warrant) of capital stock outstanding on the date hereof, calculated on a fully diluted basis ("Base Amount"), Common Stock provided that in the event that any portion of the indebtedness evidenced by the Amended and Restated Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: Date Base Amount ---- ----------- September 23DATE BASE AMOUNT -------------------------------- ------------------------------------------ October 22, 1997 9,366 shares1999 699,259 shares of Common Stock, which the Company represents is equal to equal .21% of the 445,175 shares of capital TRC common stock outstanding on prior to the date hereof calculated on a fully diluted basis September 23Merger, 1998 11,708 sharesthe amount set forth in the Original Warrant multiplied by the Exchange Ratio. October 22, 2000 756,331 shares of Common Stock, which the Company represents is equal to equal .26% of the 481,509 shares of capital TRC common stock outstanding on prior to the date hereof calculated on a fully diluted basis September 23Merger, 1999 14,049 shares, which the Company represents to equal .31% of amount set forth in the shares of capital stock outstanding on Original Warrant multiplied by the date hereof calculated on a fully diluted basis Exchange Ratio. The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the "Shares." This Warrant shall be exercisable at any time and from time to time from the date hereof until September November 30, 19992001. However, notwithstanding For purposes of this Warrant the foregoing, if the Second Disbursement (term "fully diluted basis" shall be determined in accordance with generally accepted accounting principles as defined in Section 4.2 of the Loan Agreement) is not made, the Base Amount for the initial period shall be reduced to 5,471, and the Base Amount for each subsequent year shall be reduced as follows: Date Base Amount ---- ----------- September 23, 1997 7,294 September 23, 1998 9,118 September 23, 1999 10,942date hereof.

Issuance of Warrant; Term. (a) For and in consideration of J. XXXX XXXXX SIRROM INVESTMENTS, INC. making a loan to the Company in an amount of up to SIXTY-FIVE THOUSAND AND NO/100ths DOLLARS Three Million and no/100ths Dollars ($65,0003,000,000) pursuant to the terms of a secured promissory note of even date herewith (the "Note") and related loan agreement of even date herewith (the "Loan Agreement"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 7,025 260,192 shares of the Company's common stock (the "Common Stock"), which the Company represents to equal .16equals 4% of the shares of capital stock outstanding of the Company on the date hereof, calculated on a fully diluted basis ("Base Amount")) including the Base Amount, provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: below (the "Outstanding Debt Rachets"): Date Base Amount ---- ----------- September 23--------------------------------------------- March 6, 1997 9,366 shares2001 398,592 shares of Common Stock, which the Company represents to equal .21equals 6% of the shares of capital stock outstanding of the Company on the date hereof calculated on a fully diluted basis September 23including the Base Amount. March 6, 1998 11,708 shares2002 543,010 shares of Common Stock, which the Company represents to equal .26equals 8% of the shares of capital stock outstanding of the Company on the date hereof calculated on a fully diluted basis September 23including the Base Amount. Date Base Amount --------------------------------------------------- March 6, 1999 14,049 shares2003 693,846 shares of Common Stock, which the Company represents to equal .31equals 10% of the shares of capital stock outstanding of the Company on the date hereof calculated on a fully diluted basis The including the Base Amount. and further provided that the initial Base Amount shall be increased to the corresponding number as set forth below based upon the Company's actual EBITDA for 1998 as a percentage of the Company's budget for EBITDA for 1998: Actual EBITDA as a Base Amount Percentage of Budget ---------------------------------------------------- 75% to 100% 260,192 shares of Common Stock issuable upon exercise Stock, which the Company represents equals 4% of this Warrant are hereinafter referred to as the "Shares." This Warrant shall be exercisable at any time and from time to time from capital stock of the Company on the date hereof until September 30calculated on a fully diluted basis including the Base Amount. Below 75% but 470,025 shares of Common greater than or Stock, 1999which the Company equal to 50% represents equals 7% of the capital stock of the Company on the date hereof calculated on a fully diluted basis including the Base Amount. HoweverBelow 50% 693,846 shares of Common Stock, notwithstanding which the foregoingCompany represents equals 10% of the capital stock of the Company on the date hereof calculated on a fully diluted basis including the Base Amount. If the initial Base Amount is increased as set forth above, the Outstanding Debt Rachets shall be adjusted to increase the adjusted initial Base Amount by 2% for each year the Note remains outstanding beyond March 6, 2001 (by way of illustration, if the Second Disbursement (as defined in Section 4.2 initial Base Amount is adjusted to 7% because the Company's actual EBITDA for 1998 is 70% of the Loan Agreement) is not made1998 budgeted amount, the Base Amount Outstanding Debt Rachets for the initial period 2001, 2002, and 2003 shall be reduced to 5,4719%, 11%, and 13%, respectively, of the Base Amount for each subsequent year shall be reduced as follows: Date Base Amount ---- ----------- September 23, 1997 7,294 September 23, 1998 9,118 September 23, 1999 10,942total capital stock of the Company.

Issuance of Warrant; Term. (a) For and in consideration of J. XXXX XXXXX SIRROM INVESTMENTS, INC. making a an additional loan to the Company in an amount of up to SIXTY-FIVE THOUSAND AND NO/100ths DOLLARS Two Million and no/100ths Dollars ($65,0002,000,000) pursuant to the terms of a secured promissory note of even date herewith (the "Note") and related loan agreement of even date herewith dated March 6, 1998, as now or hereafter amended, (the "Loan Agreement"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Holder the right to purchase 7,025 157,207 shares of the Company's common stock (the "Common Stock"), which the Company represents to equal .16equals 2% of the shares of capital stock outstanding of the Company on the date hereof, calculated on a fully diluted basis ("Base Amount")) including the Base Amount, provided that in the event that any portion of the indebtedness evidenced by the Note is outstanding on the following dates, the Base Amount shall be increased to the corresponding number set forth below: below (the "Outstanding Debt Rachets"): Date Base Amount ---- ----------- September 23------------------------------- --------------------------------------------- February 2, 1997 9,366 shares2001 320,964 shares of Common Stock, which the Company represents to equal .21equals 4% of the shares of capital stock outstanding of the Company on the date hereof calculated on a fully diluted basis September 23including the Base Amount. February 2, 1998 11,708 shares2002 491,690 shares of Common Stock, which the Company represents to equal .26equals 6% of the shares of capital stock outstanding of the Company on the date hereof calculated on a fully diluted basis September 23including the Base Amount. February 2, 1999 14,049 shares2003 669,839 shares of Common Stock, which the Company represents to equal .31equals 8% of the shares of capital stock outstanding of the Company on the date hereof calculated on a fully diluted basis including the Base Amount. and further provided that if the Company repays the the Notes in full by July 31, 1999, the initial Base Amount shall be decreased to 77,810 shares of Common Stock, which the Company represents equals 1% of the capital stock of the Company on the date hereof calculated on a fully diluted basis including the Base Amount. As disclosed in a schedule of shareholders provided to Holder, the foregoing calculation is based upon the assumption that certain outstanding shares currently in escrow will be cancelled according to a contractual arrangement. The actual cancellation cannot occur until the Company's audited financials for 1998 are available. If the contractual adjustment is other than as described on the referenced schedule, the Base Amount and the other amounts of shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the "Shares." This Warrant specified above shall be exercisable at any time and from time to time from the date hereof until September 30, 1999. However, notwithstanding the foregoing, if the Second Disbursement (as defined in Section 4.2 of the Loan Agreement) is not made, the Base Amount for the initial period shall be reduced to 5,471, and the Base Amount for each subsequent year shall be reduced as follows: Date Base Amount ---- ----------- September 23, 1997 7,294 September 23, 1998 9,118 September 23, 1999 10,942adjusted accordingly.