D.           Use of Information Uses in Fee Tail Clause

Fee Tail

Fee Tail. The Placement Agents shall be entitled to a Placement Agent's Fee and Placement Agent Warrants, calculated in the manner provided in Paragraph A, with respect to any subsequent public or private offering or other financing or capital-raising transaction of any kind (other than a bona fide licensing transaction, a sale of a portion of the Company's assets, a financing in connection with the acquisition of another entity or its assets, or any strategic transaction not involving securities of any type) ("Subsequent Financing") to the extent that such financing or capital is provided to the Company by investors whom either of the Placement Agents had introduced to the Company during the Term, if such Subsequent Financing is consummated at any time within the 9-month period following the expiration or termination of this Agreement (the "Tail Period"). Any fees payable in connection with a Subsequent Financing shall be allocated between the Placement Agents as follows: 65% to Rodman and 35% to Roth.