Common use of Reset Clause in Contracts

Reset. (a) The amount of Company Shares issuable to the Subscriber shall be redetermined from time to time as described herein (the "Reset") and if appropriate additional shares of Common Stock (the "Additional Shares") will be issued and delivered to the Subscriber. The original purchase price set forth on the signature page of this Subscription Agreement (the "Purchase Price") shall be deemed the purchase price of all the Common Stock to be delivered pursuant to this Subscription Agreement. (b) The Reset shall be determined on the following dates (each a "Reset Date") for the designated amounts of the Purchase Price. The initial Reset Date shall be the effective date of the Registration Statement described in Section 10.1(iv) of this Subscription Agreement or at the Subscriber's election on the 180th day after the Closing Date if the Registration Statement has not been declared effective by such date, ("Trigger Date"). In the event the effective date of the Registration Statement described in Section 10.1(iv) of this Subscription Agreement is sooner than the 120th day after the Closing Date, then the Trigger Date shall be the 120th day after the Closing Date. In the event any portion of the Common Shares comprising the Registration Escrow (as hereinafter defined) is released to the Company pursuant to Section 10.1(iv), then the Designated Portion of the Purchase Price shall mean that portion of the Purchase Price set forth on the signature page to this Subscription Agreement less the corresponding amount of Purchase Price returned to the Subscriber. To the extent a Registration Escrow is held in escrow on a Reset Date, then such Common Shares issuable in connection with such Registration Escrow will be deposited in escrow to be held pursuant to the Funds Escrow Agreement. Designated Portion of Purchase Price Date -------------- ---- 15% Trigger Date 15% 60 Days after Trigger Date 10% 90 Days after Trigger Date 10% 120 Days after Trigger Date 10% 150 Days after Trigger Date 10% 180 Days after Trigger Date 10% 210 Days after Trigger Date 10% 240 Days after Trigger Date 10% 270 Days after Trigger Date (c) On each Reset Date a number of Company Shares will be calculated for the designated portion of the Purchase Price by dividing the Designated Portion of the Purchase Price by a number equal to seventy-seven percent (77%) of the average closing bid price for the Common Stock on the NASDAQ SmallCap Market, or on any securities exchange or other securities market on which the Common Stock is then being traded, for the five trading days immediately preceding, but not including, the Reset Date (the "Average Price"). If the Average Price is less than $1.01 then the Company will issue to the Subscriber the number of shares of Common Stock obtained by subtracting (y) the number of shares obtained by dividing the Designated Portion of Purchase Price by $1.01 from (z) the number of shares obtained by dividing the Designated Portion of Purchase Price by the Average Price. (d) In no event will the Subscriber be required to return any Company Shares to the Company. Each Reset calculation shall be made independent of all other Reset calculations. (e) The Company agrees to deliver the Additional Shares to the Subscriber in hand, no later than fourteen (14) days after the Reset Date (the "Delivery Date"). The Company understands that a delay in the delivery of the Additional Shares beyond the Delivery Date could result in economic loss to the Subscriber. As compensation to the Subscriber for such loss, the Company agrees to pay late payments to the Subscriber for late delivery of Additional Shares beyond the Delivery Date, in the amount of $100 per business day after the Delivery Date for each $10,000 of Designated Portion of Purchase Price for which a Reset has been calculated. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. The late payment charges described above shall be payable through the date the Additional Shares are received in hand by the Subscriber. (f) Company Shares as defined and employed in this Subscription Agreement shall mean and include Additional Shares for all purposes including but not limited to Section 10 of this Subscription Agreement. (g) Nothing contained herein or in any document referred to herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Subscriber and thus refunded to the Company.

Reset. On a date which is between one hundred forty (140) and one hundred sixty (160) days prior to the Reset/Payoff Date, Senior Lender will, by written notice to Prime (the "Reset Notice"), effective on the Reset/Payoff Date and continuing for the balance of the Term (the portion of the Term commencing on the Reset/Payoff Date being the "Reset Period"): (a) The amount of Company Shares issuable to reset the Subscriber shall be redetermined from time to time as described herein Interest Rate (the "Reset Interest Rate"), (b) establish an underwriting fee payable on the Reset"/Payoff Date, (c) and if appropriate additional shares of Common Stock reset the amortization schedule (the "Additional SharesReset Amortization Schedule"), (d) will be issued calculate and delivered to the Subscriber. The original purchase price set forth on the signature page Reset Scheduled Payment and the Reset Secondary Payment Amount and (e) set forth any other modifications of this Subscription Agreement the payment terms of the Senior Note (the "Purchase Price") shall be deemed terms set forth in the purchase price of all Reset Notice being the Common Stock to be delivered pursuant to this Subscription Agreement. (b) The Reset shall be determined on the following dates (each a "Reset Date") for the designated amounts of the Purchase Price. The initial Reset Date shall be the effective date of the Registration Statement described in Section 10.1(iv) of this Subscription Agreement or at the Subscriber's election on the 180th day after the Closing Date if the Registration Statement has not been declared effective by such date, ("Trigger Date"). In the event the effective date of the Registration Statement described in Section 10.1(iv) of this Subscription Agreement is sooner than the 120th day after the Closing Date, then the Trigger Date shall be the 120th day after the Closing Date. In the event any portion of the Common Shares comprising the Registration Escrow (as hereinafter defined) is released to the Company pursuant to Section 10.1(iv), then the Designated Portion of the Purchase Price shall mean that portion of the Purchase Price set forth on the signature page to this Subscription Agreement less the corresponding amount of Purchase Price returned to the Subscriber. To the extent a Registration Escrow is held in escrow on a Reset Date, then such Common Shares issuable in connection with such Registration Escrow will be deposited in escrow to be held pursuant to the Funds Escrow Agreement. Designated Portion of Purchase Price Date -------------- ---- 15% Trigger Date 15% 60 Days after Trigger Date 10% 90 Days after Trigger Date 10% 120 Days after Trigger Date 10% 150 Days after Trigger Date 10% 180 Days after Trigger Date 10% 210 Days after Trigger Date 10% 240 Days after Trigger Date 10% 270 Days after Trigger Date (c) On each Reset Date a number of Company Shares will be calculated for the designated portion of the Purchase Price by dividing the Designated Portion of the Purchase Price by a number equal to seventy-seven percent (77%) of the average closing bid price for the Common Stock on the NASDAQ SmallCap Market, or on any securities exchange or other securities market on which the Common Stock is then being traded, for the five trading days immediately preceding, but not including, the Reset Date (the "Average PriceTerms"). If Senior Lender fails to give the Average Price is less than $1.01 then Reset Notice on a timely basis, the Company will issue only consequence shall be that the Reset/Payoff Date shall be postponed to the Subscriber date which is one hundred forty (140) days following the number giving of shares of Common Stock obtained by subtracting (y) the number of shares obtained by dividing the Designated Portion of Purchase Price by $1.01 from (z) the number of shares obtained by dividing the Designated Portion of Purchase Price by the Average Price. (d) In no event will the Subscriber a late Reset Notice. Senior Lender shall be required free to return any Company Shares quote such Interest Rate, underwriting fees, amortization schedule, Closed Period, Prepayment Premium and such other terms and conditions applicable to the Company. Each Reset Period as Senior Lender may determine in its absolute discretion (except that Senior Lender may not change the formula for calculation shall be made independent of all other Reset calculations. (e) The Company agrees to deliver the Additional Shares to the Subscriber in hand, no later than fourteen (14) days after the Reset Date Secondary Payment Amount). Prime will advise Senior Lender, by written notice (the "Delivery DateReset Response"). The Company understands that a delay in the delivery , given within sixty (60) days following receipt of the Additional Shares beyond Reset Notice, whether Prime accepts or rejects the Delivery Date could result in economic loss Reset Terms. Failure by Prime to the Subscriber. As compensation to the Subscriber for such loss, the Company agrees to pay late payments to the Subscriber for late delivery of Additional Shares beyond the Delivery Date, in the amount of $100 per business day after the Delivery Date for each $10,000 of Designated Portion of Purchase Price for which give a timely Reset has been calculated. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. The late payment charges described above shall be payable through the date the Additional Shares are received in hand by the Subscriber. (f) Company Shares as defined and employed in this Subscription Agreement shall mean and include Additional Shares for all purposes including but not limited to Section 10 of this Subscription Agreement. (g) Nothing contained herein or in any document referred to herein Response shall be deemed a rejection of the Reset Terms. If the Reset Terms are so accepted, Senior Lender will prepare within thirty (30) days thereafter, and Senior Lender and Prime will promptly execute, a modification or modifications of this Intercreditor Agreement and the Prime Documents in accordance with Exhibit 7 attached hereto and otherwise as Senior Lender and Prime deem necessary to establish or require reflect the payment of a rate of interest Reset Terms. Senior Lender shall also prepare an appropriate amendment to the Senior Loan Documents (the "Reset Amendment") and tender it to Borrower for execution, provided that the refusal or other charges in excess failure of Borrower to execute such amendment shall not affect, as between Senior Lender and Prime, Senior Lender's right to receive interest and debt service based upon the maximum permitted by applicable lawReset Terms. In Accordingly, the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum Secondary Payment Amount shall be credited against amounts owed reset to reflect the Reset Terms whether or not the Senior Note is ever amended to reflect the Reset Terms. Such modification or modifications shall become effective on the Reset/Payoff Date. If the Reset Terms are so rejected or deemed rejected, Prime shall, on the Reset/Payoff Date, pay off the Senior Indebtedness by paying to Senior Lender by Wire Transfer the Company to Payoff Amount (without Prepayment Premium), upon receipt of which Senior Lender will perform the Subscriber and thus refunded to the CompanyRelease Actions.

Reset. (a) The amount of Company Shares issuable to the Subscriber shall be redetermined from time to time as described herein (the "Reset") and if appropriate appropriate, additional shares of Common Stock (the "Additional Shares") will be issued and delivered to the SubscriberSubscriber as provided herein. The original purchase price set forth on the signature page of this Subscription Agreement (the "Purchase Price") shall be deemed the purchase price of all the shares of Common Stock to be delivered pursuant to this Subscription AgreementAgreement including the Additional Shares. Provided the Additional Shares are issued after the effective date of the Registration Statement described in Section 10.1 (iv) hereof, such Additional Shares will be free-trading on the books and records of the Company and issued without restrictive legend. (b) The Reset shall be determined on the following dates first NASDAQ SmallCap Market trading day of each calendar month commencing October 1, 1999 (each a "Reset Date") for an amount of the designated amounts Purchase Price equal to up to 25% of the Purchase Price. The initial Reset Date shall be the effective date of the Registration Statement described in Section 10.1(iv) of this Subscription Agreement or , at the Subscriber's written election at any time during each calendar month ("Designated Portion") per Reset Date. (c) If the Company's common stock is listed for trading on the 180th day after NASDAQ SmallCap Market on a Reset Date and the Closing Date if the Registration Statement has not been declared effective by such date, ("Trigger Date"). In the event the effective date Bid Price of the Registration Statement described in Section 10.1(iv) of this Subscription Agreement common stock on such Reset Date is sooner less than the 120th day after the Closing Date, then the Trigger Date shall be the 120th day after the Closing Date. In the event any portion 130% of the Common Shares comprising the Registration Escrow (as hereinafter defined) is released to the Company pursuant to Section 10.1(iv), then the Designated Portion of the Purchase Price shall mean that portion of the Purchase Issue Price set forth on the signature page hereto, (subject to this Subscription Agreement less the corresponding amount of Purchase Price returned to the Subscriber. To the extent a Registration Escrow is held in escrow on a Reset Dateadjustment for stock splits, stock dividends and similar events), then such Common Shares issuable in connection with such Registration Escrow will be deposited in escrow to be held pursuant to the Funds Escrow Agreement. Designated Portion of Purchase Price Date -------------- ---- 15% Trigger Date 15% 60 Days after Trigger Date 10% 90 Days after Trigger Date 10% 120 Days after Trigger Date 10% 150 Days after Trigger Date 10% 180 Days after Trigger Date 10% 210 Days after Trigger Date 10% 240 Days after Trigger Date 10% 270 Days after Trigger Date (c) On on each Reset Date a number of Company Shares will be calculated for the designated portion Designated Portion of the Purchase Price by dividing the Designated Portion of the Purchase Price by a number equal to seventyeighty-seven five percent (7785%) of the average lowest closing bid price for the Common Stock common stock on the NASDAQ SmallCap Market, or on any securities exchange or other securities market on which the Common Stock is then being tradedcommon stock was listed, traded or quoted for the five trading days calendar month immediately preceding, but not including, preceding the Reset Date (the "Average Reset Price"). If the Average Reset Price is less than $1.01 the Issue Price designated on the signature page hereto, then the Company will issue to the Subscriber the number of shares of Common Stock obtained by subtracting (y) the number of shares obtained by dividing the Designated Portion of Purchase Price by $1.01 the Issue Price from (z) the number of shares obtained by dividing the Designated Portion of Purchase Price by the Average Reset Price. (d) If the Company's Common Stock is not listed for trading on the NASDAQ SmallCap Market or National Market System on a Reset Date and the Closing Bid Price of the Common Stock on such Reset Date is less than 175% of the Issue Price (subject to adjustment for stock split, stock dividends and similar events), then on each Reset Date a number of Company Shares will be calculated for the Designated Portion of the Purchase Price by Dividing the Designated Portion of the Purchase Price by a number equal to eighty-five percent (85%) of the lowest closing bid price for the common stock on the NASDAQ SmallCap Market, or on any securities exchange or other securities market on which the common stock was listed, traded or quoted for the calendar month immediately preceding the Reset Date. If the Reset Price is less than the Issue Price, then the Company will issue to the Subscriber the number of shares of Common Stock obtained by subtracting (y) the number of shares obtained by dividing the Designated Portion of Purchase Price by the Issue Price from (z) the number of shares obtained by dividing the Designated Portion of Purchase Price by the Reset Price. (e) Reset rights described herein shall end on the sooner to occur of two years after the Effective Date of the registration statement as described in Section 10.1(iv) hereof, or upon the Subscriber having realized net proceeds from sales of the Company Shares equal to 150% of the Purchase Price and Put Consideration actually paid by the Subscriber, of which occurrence the Subscriber shall notify the Company in writing. (f) In no event will the Subscriber be required to return any Company Shares to the Company. Each Reset calculation shall be made independent of all other Reset calculations. (eg) The Company agrees to deliver the Additional Shares to the Subscriber in hand, or Redemption Amount (as defined herein) if such payment of the Redemption Amount is permitted hereunder, no later than fourteen ten (1410) business days, in the case of the Additional Shares, or five (5) business days in the case of the Redemption Amount, after notice from the Reset Date Subscriber of the Designated Portion (the each a "Delivery Date"). The Company understands that a delay in the delivery of either the Additional Shares or failure to timely deliver the Redemption Amount described in Sections 9.2 and 9.3 beyond the required Delivery Date could result in economic loss to the Subscriber. As compensation to the Subscriber for such loss, the Company agrees to pay late as liquidated damages payments to the Subscriber for late delivery of Additional Shares or Redemption Amount beyond the required Delivery Date, in the amount of $100 per business day after the Delivery Date for each $10,000 of Designated Portion of Purchase Price for which a Reset has been calculated. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. The late payment charges described above in this Section 9.1(g) shall be payable through the date the Additional Shares are or Redemption Amount is received in hand by the Subscriber. (fh) Securities and Company Shares as defined and employed in this Subscription Agreement shall mean and include Additional Shares for all purposes including but not limited to Section 10 of this Subscription Agreement. (gi) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Subscriber and thus refunded to the Company.