Common use of Rights Offering Clause in Contracts

Rights Offering. The Company is offering (the Rights offering") to the holders of shares of its Common Stock, par value $ .01 per share ("Common Stock"), on _________, 2006 (the "Record Date"), the right ("Rights") to subscribe for Units ("Units"), each Unit consisting of four rights. Except as set forth under Paragraphs 6 and 7 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on __________, 2006 or such later date of which the Company notifies you orally and confirms in writing (the "Expiration Date"). One Right is being issued for each share of Common Stock held on the Record Date. Four Rights and payment in full of the estimated subscription price of $_____ (the "Subscription Price") are required to subscribe for one Unit. Rights are evidenced by non-transferable subscription certificates in registered form ("Subscription Certificates"). Each holder of Subscription Certificates who exercises the holder's right to subscribe for all Units that can be subscribed for with the Rights evidenced by such Subscription Certificates (the "Basic Subscription Right") will have the right to subscribe for additional Units, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "Additional Subscription Privilege"). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's Prospectus dated May __, 2006 (the "Prospectus"), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the "Rights offeringOffering") to the holders of shares of its Common Stock, par value $ .01 $2.00 per share ("Common Stock"), on _________, 2006 2005 (the "Record Date"), the right ("Rights") to subscribe for Units _______ ("Units"), each Unit consisting ___) shares of four rightsCommon Stock. Except as set forth under Paragraphs 6 7 and 7 8 below, Rights shall cease to be exercisable at 5:00 p.m., New York City Eastern time, on __________, 2006 2005 or such later date of which the Company notifies you orally and confirms in writing (the "Expiration Date"). One (1) Right is being issued for each share _______ (____) shares of Common Stock held on the Record Date. Four Rights One (1) Right and payment in full of the estimated subscription price of $________ (the "Subscription Price") are required to subscribe for one Unitshare of Common Stock. Rights are evidenced by non-transferable subscription certificates in registered form ("Subscription Certificates"). Each holder of Subscription Certificates Certificate(s) who exercises the holder's right to subscribe for all Units shares of Common Stock that can be subscribed for with the Rights evidenced by such Subscription Certificates Certificate(s) (the "Basic Subscription Right") will have the right to subscribe for additional Unitsshares of Common Stock, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "Additional Subscription Oversubscription Privilege"). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's Prospectus dated May ______________, 2006 2005 (the "Prospectus"), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the ”Rights offering"Offering”) to the holders of shares of its Common Stockordinary shares, par value $ .01 NIS 0.1 per share ("Common Stock"”Ordinary Shares”), on ____________, 2006 20__ (the "”Record Date"”), the right ("”Rights"”) to subscribe for Units ("Units"), each Unit consisting of four rightsOrdinary Shares. Except as set forth under Paragraphs 6 8 and 7 9 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on _______________, 2006 20__ or such later date of which the Company notifies you orally and confirms in writing (the "Expiration the”Expiration Date"”). One Right is being issued for each share of Common Stock [_____] Ordinary Shares(s) held on the Record Date. Four Rights Rights(s) and payment Payment in full of the estimated subscription price of $_______ (the "Subscription the”Subscription Price"”) is/are required to subscribe for one UnitOrdinary Share. Rights are evidenced by non-transferable subscription certificates in registered form ("”Subscription Certificates"”). Each holder of Subscription Certificates Certificate(s) who exercises the holder's ’s right to subscribe for all Units Ordinary Shares that can be subscribed for with the Rights evidenced by such Subscription Certificates Certificate(s) (the "Basic the”Basic Subscription Right"”) will have the right to subscribe for additional UnitsOrdinary Shares, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "Additional the”Additional Subscription Privilege"Privileged”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's ’s Prospectus dated May included in the Registration Statement on Form F-1 filed by the Company with the SEC on _______________, 2006 20__, as amended from time to time (the "”Prospectus"”), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the “Rights offering"”) to the holders of shares of its Common StockOrdinary Shares, par value $ .01 NIS 0.01 per share ("“Common Stock"”), on ____________, 2006 2008 (the "“Record Date"”), the right ("“Rights"”) to subscribe for Units ("“Units"”), each Unit consisting of four rightsone share of Common Stock and [ ] Warrant to purchase [ ] share of Common Stock. Except as set forth under Paragraphs 6 8 and 7 9 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on _______________, 2006 2009 or such later date of which the Company notifies you orally and confirms in writing (the "“Expiration Date"”). One Right is A total of _____ Right(s) is/are being issued for each share of _____ Common Stock held on the Record Date. Four Rights and payment Payment in full of the estimated subscription price of $_______ (the "“Subscription Price"”) is/are required to subscribe for one Unit. Rights are evidenced by non-transferable subscription certificates in registered form ("“Subscription Certificates"”). Each holder of Subscription Certificates Certificate(s) who exercises the holder's ’s right to subscribe for all Units that can be subscribed for with the Rights evidenced by such Subscription Certificates Certificate(s) (the "“Basic Subscription Right"”) will have the right to subscribe for additional Units, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "“Additional Subscription Privilege"Privileged”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's ’s Prospectus dated May included in the Registration Statement on Form F-1 filed by the Company with the SEC on ________, 2006 2009, as amended from time to time (the "“Prospectus"”), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the "Rights offeringOffering") to the holders of shares of its Common Stock, par value $ .01 $5.00 per share ("Common Stock"), on _________November 9, 2006 2001 (the "Record Date"), the right ("Rights") to subscribe for Units one ("Units"), each Unit consisting 1) share of four rightsCommon Stock. Except as set forth under Paragraphs 6 7 and 7 8 below, Rights shall cease to be exercisable at 5:00 p.m., New York City timeEastern Time, on __________December 12, 2006 2001 or such later date of which the Company notifies you orally and confirms in writing (the "Expiration Date"). One (1) Right is being issued for each share two (2) shares of Common Stock held on the Record Date. Four Rights One (1) Right and payment in full of the estimated subscription price of $_______ (the "Subscription Price") are required to subscribe for one Unitshare of Common Stock. Rights are evidenced by non-transferable subscription certificates in registered form ("Subscription Certificates"). Each holder of Subscription Certificates Certificate(s) who exercises the holder's right to subscribe for all Units shares of Common Stock that can be subscribed for with the Rights evidenced by such Subscription Certificates Certificate(s) (the "Basic Subscription Right") will have the right to subscribe for additional Unitsshares of Common Stock, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "Additional Subscription Oversubscription Privilege"). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's Prospectus dated May __November 9, 2006 2001 (the "Prospectus"), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the “Rights offering"”) to the holders of shares of its Common Stock, par value $ .01 $1.00 per share ("“Common Stock"”), on _________, 2006 2007 (the "“Record Date"”), the right ("“Rights"”) to subscribe for Units ("“Units"”), each Unit consisting of four rights. Except as set forth under Paragraphs 6 8 and 7 9 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on __________, 2006 200 or such later date of which the Company notifies you orally and confirms in writing (the "“Expiration Date"”). One Right is Right(s) is/are being issued for each share of Common Stock Share(s) held on the Record Date. Four Rights Right(s) and payment in full of the estimated subscription price of $_____ $ (the "“Subscription Price"”) is/are required to subscribe for one Unit. Rights are evidenced by non-transferable subscription certificates in registered form ("“Subscription Certificates"”). Each holder of Subscription Certificates Certificate(s) who exercises the holder's ’s right to subscribe for all Units that can be subscribed for with the Rights evidenced by such Subscription Certificates Certificate(s) (the "“Basic Subscription Right"”) will have the right to subscribe for additional Units, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "“Additional Subscription Privilege"Privileged”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's ’s Prospectus dated May __, 2006 2007 (the "“Prospectus"”), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the Rights offering"”) to the holders of shares of its Common Stock, par value $ .01 per share ("“Common Stock"”), on _________, 2006 2005 (the "“Record Date"”), the right ("“Rights"”) to subscribe for Units ("“Units"”), each Unit consisting of four three rights. Except as set forth under Paragraphs 6 and 7 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on __________, 2006 2005 or such later date of which the Company notifies you orally and confirms in writing (the "“Expiration Date"”). One Right is being issued for each share of Common Stock held on the Record Date. Four Three Rights and payment in full of the estimated subscription price of $_____ $ (the "“Subscription Price"”) are required to subscribe for one Unit. Rights are evidenced by non-transferable subscription certificates in registered form ("“Subscription Certificates"”). Each holder of Subscription Certificates who exercises the holder's ’s right to subscribe for all Units that can be subscribed for with the Rights evidenced by such Subscription Certificates (the "“Basic Subscription Right"”) will have the right to subscribe for additional Units, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "“Additional Subscription Privilege"”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's ’s Prospectus dated May __, 2006 2005 (the "“Prospectus"”), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the “Rights offering"”) to the holders of shares of its Common Stock, par value $ .01 per share ("“Common Stock"”), on _________, 2006 200_ (the "“Record Date"”), the right ("“Rights"”) to subscribe for Units ("“Units"”), each Unit consisting of four rights. Except as set forth under Paragraphs 6 8 and 7 9 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on , 200__________, 2006 _ or such later date of which the Company notifies you orally and confirms in writing (the "“Expiration Date"”). One Right is Right(s) is/are being issued for each share of Common Stock Share(s) held on the Record Date. Four Rights Right(s) and payment in full of the estimated subscription price of $_____ $ (the "“Subscription Price"”) is/are required to subscribe for one Unit. Rights are evidenced by non-transferable subscription certificates in registered form ("“Subscription Certificates"”). Each holder of Subscription Certificates Certificate(s) who exercises the holder's ’s right to subscribe for all Units that can be subscribed for with the Rights evidenced by such Subscription Certificates Certificate(s) (the "“Basic Subscription Right"”) will have the right to subscribe for additional Units, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "“Additional Subscription Privilege"Privileged”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's ’s Prospectus dated May , 200__, 2006 _ (the "“Prospectus"”), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the "Rights offering") to the holders of shares of its Common Stock, par value $ .01 $_____ per share ("Common Stock"), on ____________, 2006 200_ (the "Record Date"), the right ("Rights") to subscribe for Units ("Units"), each Unit consisting of four rights______________________. Except as set forth under Paragraphs 6 8 and 7 9 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on _______________, 2006 200_ or such later date of which the Company notifies you orally and confirms in writing (the "Expiration Date"). One Right is _____ Right(s) is/are being issued for each share of _____ Common Stock Share(s) held on the Record Date. Four Rights _____________________ Right(s) and payment in full of the estimated subscription price of $_______ (the "Subscription Price") is/are required to subscribe for one Unit. Rights are evidenced by non-transferable subscription certificates in registered form ("Subscription Certificates"). Each holder of Subscription Certificates Certificate(s) who exercises the holder's right to subscribe for all Units that can be subscribed for with the Rights evidenced by such Subscription Certificates Certificate(s) (the "Basic Subscription Right") will have the right to subscribe for additional Units, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "Additional Subscription PrivilegePrivileged"). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's Prospectus dated May _______________, 2006 200_ (the "Prospectus"), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the ”Rights offering"”) to the holders of shares of its Common Stock, par value $ .01 $_____ per share ("”Common Stock"”), on ____________, 2006 2010 (the "”Record Date"”), the right ("”Rights"”) to subscribe for Units shares of Common Stock ("Units"”Shares”), each Unit consisting of four rights. Except as set forth under Paragraphs 6 and Paragraph 7 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on _______________, 2006 2010 or such later date of which the Company notifies you orally and confirms in writing (the "”Expiration Date"”). One Right is _____ Right(s) is/are being issued for each share of _____ Common Stock Share(s) held on the Record Date. Four Rights _____________________ Right(s) and payment in full of the estimated subscription price of $_______ (the "”Subscription Price"”) is/are required to subscribe for one UnitShare. Rights are evidenced by non-transferable subscription certificates in registered form ("”Subscription Certificates"”). Each holder of Subscription Certificates Certificate(s) who exercises the holder's ’s right to subscribe for all Units Shares that can be subscribed for with the Rights evidenced by such Subscription Certificates Certificate(s) (the "”Basic Subscription Right"”) will have the right to subscribe for additional UnitsShares, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "”Additional Subscription Privilege"Privileged”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's ’s Prospectus dated May _______________, 2006 2010 (the "”Prospectus"”), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the ”Rights offering"Offering”) to the holders of shares of its Common Stockordinary shares, par value $ .01 NIS 0.1 per share ("Common Stock"”Ordinary Shares”), on ____________, 2006 2011 (the "”Record Date"”), the right ("”Rights"”) to subscribe for Units ("Units"), each Unit consisting of four rightsOrdinary Shares. Except as set forth under Paragraphs 6 8 and 7 9 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on _______________, 2006 or such later date of which 2011(the ”Expiration Date”), unless the Company notifies you orally and confirms in writing (decides to terminate the "Expiration Date")Rights Offering earlier. One Right is being issued for each share of Common Stock two Ordinary Shares held on the Record Date. Four Rights One Right and payment Payment in full of the estimated subscription price of $_______ (the "”Subscription Price"”) are required to subscribe for one UnitOrdinary Share. Rights are evidenced by non-transferable subscription certificates in registered form ("”Subscription Certificates"”). Each holder of Subscription Certificates Certificate(s) who exercises the holder's ’s right to subscribe for all Units Ordinary Shares that can be subscribed for with the Rights evidenced by such Subscription Certificates Certificate(s) (the "Basic the”Basic Subscription Right"”) will have the right to subscribe for additional UnitsOrdinary Shares, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "Additional the”Additional Subscription Privilege"Privileged”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's ’s Prospectus dated included in the Registration Statement on Form F-1 filed by the Company with the SEC on May __11, 2006 2011, as amended from time to time (the "”Prospectus"”), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the “Rights offering"”) to the holders of shares of its Common Stock, par value $ .01 $1.00 per share ("“Common Stock"”), on _________September 24, 2006 2004 (the "“Record Date"”), the right ("“Rights"”) to subscribe for Units ("“Units"”), each Unit consisting of four rightsone share of Common Stock. Except as set forth under Paragraphs 6 8 and 7 9 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on __________October 22, 2006 2004 or such later date of which the Company notifies you orally and confirms in writing (the "“Expiration Date"”). One Right A single Right(s) is being issued for each share of Common Stock Share(s) held on the Record Date. Four Rights Three Right(s) and payment in full of the estimated subscription price of $_____ (as defined in the "Subscription Price") are Fund’s Prospectus is required to subscribe for one Unit. Rights are evidenced by non-transferable subscription certificates in registered form ("“Subscription Certificates"”). Each holder of Subscription Certificates Certificate(s) who exercises the holder's ’s right to subscribe for all Units that can be subscribed for with the Rights evidenced by such Subscription Certificates Certificate(s) (the "“Basic Subscription Right"”) will have the right to subscribe for additional Units, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "“Additional Subscription Privilege"Privileged”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's ’s Prospectus dated May __, 2006 2004 (the "“Prospectus"”), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the “Rights offering"Offering”) to the holders of shares of its Common Stock, par value $ .01 $0.01 per share ("“Common Stock"”), on _________May 22, 2006 2009 (the "“Record Date"”), the right ("“Rights"”) to subscribe for Units ("“Units"”), each Unit consisting of four rights. one share of Common Stock.. Except as set forth under Paragraphs 6 7 and 7 8 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on __________June 22, 2006 2009 or such later date of which the Company notifies you orally and confirms in writing (the "“Expiration Date"”). One Right is being issued for each share of Common Stock held on the Record Date. Four Rights One Right and payment in full of the estimated subscription price of $_____ 0.70 (the "“Subscription Price"”) are is required to subscribe for one Unit. Rights are evidenced by non-transferable subscription certificates in registered form ("“Subscription Certificates"”). Each holder of Subscription Certificates Certificate(s) who exercises the holder's ’s right to subscribe for all Units that can be subscribed for with the Rights evidenced by such Subscription Certificates Certificate(s) (the "“Basic Subscription Right"”) will have the right to subscribe for additional Units, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "“Additional Subscription Privilege"”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's ’s Prospectus dated May __________, 2006 2009 (the "“Prospectus"”), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is conducting an offering (the "Rights offeringOffering") to the holders of shares of its Common Stockcommon stock, par value $ .01 $0.001 per share (the "Common Stock"), on _________August 17, 2006 (the "Record Date"), the right (each a "Right" and together the "Rights") to subscribe for Units ("Units"), each Unit consisting share(s) of four rightsCommon Stock. Except as set forth under Paragraphs Paragraph 6 and 7 below, Rights shall cease to be exercisable at 5:00 p.m., New York City Eastern Standard time, on __________December , 2006 or such later date of which the Company notifies you orally and confirms in writing (the "Expiration Date"). One Right is 2,533,234 Rights are being issued for each share 24,336,297 shares of Common Stock held on the Record DateDate (excluding the 2,750,037 shares issued to Pyxis Innovations on such date). Four Rights One Right and payment in full of the estimated subscription price of $_____ 5.6783 per share (the "Subscription Price") are required to subscribe for one Unitshare of Common Stock. Rights are evidenced by non-transferable nontransferable subscription certificates in registered form ("Subscription Certificates"). Each holder of Subscription Certificates who exercises the holder's right to subscribe for all Units shares that can be subscribed for with the Rights evidenced by such Subscription Certificates (the "Basic Subscription Right") will have the right to subscribe for additional Unitsshares, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "Additional Subscription Oversubscription Privilege"). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's Prospectus dated May __November , 2006 (the "Prospectus"), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the “Rights offering"Offering”) to the holders of shares of its Common Stock, par value $ .01 $0.01 per share ("“Common Stock"”), on _________June 18, 2006 2007 (the "“Record Date"”), the right ("“Rights"”) to subscribe for Units shares ("Units"), each Unit consisting “Shares”) of four rightscommon stock. Except as set forth under Paragraphs Paragraph 6 and 7 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on __________July 12, 2006 2007 or such later date of which the Company notifies you orally and confirms in writing (the "“Expiration Date"”). One Right is Right(s) is/are being issued for each share of one Common Stock Share(s) held on the Record Date. Four Rights Three Right(s) and payment in full of the estimated subscription price of $_____ $ (the "“Subscription Price"”) is/are required to subscribe for one UnitShare. Rights are evidenced by non-transferable subscription certificates in registered form ("“Subscription Certificates"”). Each holder of Subscription Certificates Certificate(s) who exercises the holder's ’s right to subscribe for all Units Shares that can be subscribed for with the Rights evidenced by such Subscription Certificates Certificate(s) (the "“Basic Subscription Right"”) will have the right to subscribe for additional UnitsShares, if any, available as a result of any unexercised Rights plus, if this Company so elects, up to an additional 263,117 Shares (such additional subscription right being referred to hereafter as the "“Additional Subscription Privilege"Privileged”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's ’s Prospectus dated May __June , 2006 2007 (the "“Prospectus"”), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the Rights offering") to the holders of shares of its Common Stock, par value $ .01 per share ("Common Stock"), Stock on _________, 2006 (the "Record Date"), the right ("Rights") Date Rights to subscribe for Units ("Units"), each Unit consisting shares of four rightsCommon Stock. Except as set forth under Paragraphs 6 and 7 below, Rights shall cease to be exercisable at 5:00 p.m., New York City timeCentral Daylight time ("CDT"), on __________July 24, 2006 2003 or such later date of on which the Company notifies you Xxxxx Fargo orally and confirms in writing (the "Expiration Date"). One The Company will distribute to holders of Common Stock on the Record Date (the "Eligible Rights Holders") Rights to purchase an aggregate of up to 15,625,000 shares of Common Stock; provided, that the term "Eligible Rights Holders" shall not include the stockholders of the Company listed on Exhibit A who have agreed not to participate in the Rights Offering. Each Eligible Rights Holder will receive one Right is being issued for each per share of Common Stock held on the Record Date. Four Rights One Right and payment in full of the estimated subscription price of $_____ 0.64 per share (the "Subscription Price") are required to subscribe for one Unitof a share of Common Stock. Rights are will be evidenced by non-transferable subscription certificates in registered form (as attached hereto as Exhibit B, the "Subscription Rights Certificates"). Each holder of Subscription Certificates Eligible Rights Holder who exercises the holder's right to subscribe for all Units shares that can be subscribed for with the pursuant to such holder's Rights evidenced by such Subscription Certificates Certificate (the "Basic Subscription Right") will have the right to subscribe for additional Unitsshares, if any, available as a result of any unexercised Rights (such additional subscription right rights being referred to hereafter as the "Additional Over-Subscription PrivilegeRight"). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's Prospectus dated May __, 2006 (the "Prospectus"), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the “Rights offering"Offering”) to the holders of shares of its Common Stock, par value $ .01 $0.01 per share ("“Common Stock"”), on _______ ___, 2006 2009 (the "“Record Date"”), the right ("“Rights"”) to subscribe for Units ("“Units"”), each Unit consisting of four rightsone share of Common Stock. Except as set forth under Paragraphs 6 and 7 below, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on ________ ___, 2006 2009 or such later date of which the Company notifies you orally and confirms in writing (the "“Expiration Date"”). One Right is being issued for each share of Common Stock held on the Record Date. Four Rights One Right and payment in full of the estimated subscription price of $_____ 0.70 (the "“Subscription Price"”) are is required to subscribe for one Unit. Rights are evidenced by non-transferable subscription certificates in registered form ("“Subscription Certificates"”). Each holder of Subscription Certificates Certificate(s) who exercises the holder's ’s right to subscribe for all Units that can be subscribed for with the Rights evidenced by such Subscription Certificates Certificate(s) (the "“Basic Subscription Right"”) will have the right to subscribe for additional Units, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "“Additional Subscription Privilege"”). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's ’s Prospectus dated May __________, 2006 2009 (the "“Prospectus"”), which is incorporated herein by reference and made a part hereof as if set forth in full herein.

Rights Offering. The Company is offering (the Rights offering") has declared a dividend to the holders of shares of its Common Stockcommon stock, par value $ .01 $0.0001 per share ("Common Stock"), and offered to holders of its outstanding options, warrants and senior convertible promissory notes (the "Rights Offering"), on ________ __, 2006 2002 (the "Record Date"), the right to subscribe for additional shares of Common Stock, at a subscription price of $___ per share of Common Stock ("Rights") ). The Common Stock along with the Company's outstanding options, warrants and senior convertible promissory notes shall hereafter be referred to as the "Securities." One Right is being issued for every _____ shares of Common Stock held on the Record Date. Each holder of the Company's options, warrants and senior convertible promissory notes will be deemed to hold that number of shares of Common Stock that they would hold if they exercised or converted their securities on the Record Date. One Right is required to subscribe for Units ("Units"), each Unit consisting one share of four rightsCommon Stock. Except as set forth under Paragraphs 6 and 7 belowherein, Rights shall cease to be exercisable at 5:00 p.m., New York City time, on _________ __, 2006 or such later date of which the Company notifies you orally and confirms in writing 2002 (the "Expiration Date"). One Right is being issued for each share of Common Stock held on the Record Date. Four Rights and payment in full of the estimated subscription price of $_____ (the "Subscription Price") are required to subscribe for one Unit. Rights are evidenced by non-transferable subscription rights certificates in registered form ("Subscription Certificates"). Each holder of a Subscription Certificates Certificate who exercises the holder's right to subscribe for all Units shares that can be subscribed for with the Rights evidenced by such Subscription Certificates Certificate (the "Basic Subscription Right") will may have the right to subscribe for additional Unitsshares, if any, available as a result of any unexercised Rights (such additional subscription right being referred to hereafter as the "Additional Subscription Over-subscription Privilege"). The Rights Offering will be conducted in the manner and upon the terms set forth in the Company's Prospectus dated May _______________, 2006 2002 (the "Prospectus"), which is incorporated herein by reference and made a part hereof as if set forth in full herein.