Limited Liability Company Agreement

　　'convertible securities' shall mean any evidences of indebtedness, shares of stock (other than common stock) or other securities directly or indirectly convertible into or exchangeable for additional shares of common stock.

　　'current market price' shall mean, on any date specified herein, the average of the daily market price during the 10 consecutive trading days commencing 15 trading days before such date, except that, if on any such date the shares of common stock are not listed or admitted for trading on any national securities exchange or quoted by the nasd automated quotation system in the overthecounter market, the current market price shall be the market price on such date.

　　'exchange act' shall mean the securities exchange act of 1934, as amended from time to time, and the rules and regulations thereunder, or any successor statute.

　　'expiration date' shall have the meaning assigned to it in the introduction to this warrant.

　　'fair value' shall mean, on any date specified herein (i) in the case of cash, the dollar amount thereof, (ii) in the case of a security, the current market price, and (iii) in all other cases, the fair value thereof determined in good faith by the board of directors of the company. for the purpose of clause (iii), the fair value of any company common stock or other securities shall not be less than the per share consideration (measured on a fullyconverted basis) received by the company in a third party transaction occurring simultaneously with or most recently preceding the board's determination of fair value.

　　'holder' shall have the meaning assigned to it in the introduction to this warrant.'llc agreement' shall have the meaning assigned to it in the introduction to this warrant. 'market price' shall mean, on any date specified herein, the amount per share of the common stock, equal to (i) the last reported sale price of such common stock, regular way, on such date or, in case no such sale takes place on such date, the average of the closing bid and asked prices thereof regular way on such date, in either case as officially reported on the principal national securities exchange on which such common stock is then listed or admitted for trading, (ii) if such common stock is not then listed or admitted for trading on any national securities exchange but is designated as a national market system security by the nasd, the last reported trading price of the common stock on such date, (iii) if there shall have been no trading on such date or if the common stock is not so designated, the average of the closing bid and asked prices of the common stock on such date as shown by the nasd automated quotation system, or (iv) if such common stock is not then listed or admitted for trading on any national exchange or quoted in the overthecounter market, the fair value thereof.'nasd' shall mean the national association of securities dealers, inc.'options' shall mean any rights, options or warrants to subscribe for, purchase or otherwise acquire either additional shares of common stock or convertible securities.'other securities' shall mean any stock (other than common stock) and other securities of the company or any other person (corporate or otherwise) which the holders of the warrant at any time shall be entitled to receive, or shall have received, upon the exercise of the warrant, in lieu of or in addition to common stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of common stock or other securities pursuant to section 4 or otherwise.person' shall mean any individual, firm, partnership, corporation, trust, joint venture, association, joint stock company, limited liability company, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof, and shall include any successor (by merger or otherwise) of such entity.