Shares

Shares. Means (a) all shares of any class or series of capital stock of the Company issued and outstanding from time to time and (b) all options or warrants exercisable for shares of any class or series of capital stock of the Company (treating such options and warrants as a number of Shares equal to the number of shares of capital stock issuable upon the exercise of such options and warrants) issued and outstanding from time to time.

Shares. Means any Common Stock (i) into which the Preferred Stock is convertible or that has been issued upon any conversion of Preferred Stock, or any other Security or property that may constitute the "Shares" under the Certificate of Designation or (ii) that has been delivered to Holders of the Preferred Stock as a dividend payment thereof pursuant to the Certificate of Designations.

Shares. Means common shares of the Company.

Shares. The issued and outstanding shares of common stock, $.001 par value, of the Company. 4

Shares. Means the shares of Common Stock underlying the Units.

Shares. Means the shares of Common Stock to be issued pursuant to the Plan (which, for the avoidance of doubt, shall include all shares of Common Stock issued in connection with the Rights Offering or pursuant to the Commitment Agreement).

Shares. Shall mean, as of the time of determination, all outstanding shares of Common Stock and Convertible Securities of the Company at such time.

Shares. Means the Shares (as defined in the Purchase Agreement).

Shares. Shares of the Company's authorized but unissued or reacquired no par value per share common stock, or such other class or kind of shares or other securities as may be applicable pursuant to the provisions of Section 4.4 hereof.

Shares. Has the meaning specified in the second Whereas clause of this Agreement. ANURAG CHANDRA — NONQUALIFIED STOCK OPTION AGREEMENT PAGE 2