144A Financing

144A Financing. Means a financing in which the Company sells equity securities that result in gross proceeds to the Company of not less than $30,000,000, before commissions, fees and transaction expenses and excluding conversion of any outstanding Notes allowing for the private resale of such equity securities pursuant to Rule 144A of the Securities Act; provided, however, that any such financing that is to close after October 15, 2006 will require the prior written consent of the Majority Noteholders.