Under the terms of the Contingent Note, if SDS receives an amount in excess of the SDS Maximum Repayment, the Registrant will pay to the Trust an amount equal to 50% of any cash that remains or has accrued after (i) satisfying the SDS Maximum Repayment and all other distributions or dividends required under the Joint Plan, (ii) reserving cash sufficient to satisfy, in full, all obligations of, and claims against, the Registrant that have accrued during the one year period following the effective date of the Joint Plan, and (iii) reserving reasonably sufficient cash, in the Registrant's sole discretion, to fund ongoing business operations. The Contingent Note terminates on June 28, 2008.

The Registrant and SDS have also executed a Secured Promissory Note payable by the Registrant to SDS in the amount of $100,000 (SDS Note). The SDS Note will only be issued in the event the Registrant deems it necessary to provide for its working capital requirements. Any amounts due and payable SDS are secured by all assets of the Registrant under the terms of a Security Agreement.

Common and Preferred Stock

The Registrant's authorized capital stock consists of 250,000 shares, $0.01 par value per share. The Board is authorized to issue shares of preferred stock in one or more series and fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof.

Limitation of Director Liability and Indemnification of Directors and Officers

The Certificate limits the liability of the Registrant's directors to the fullest extent permitted by the Delaware General Corporation Law (DGCL). The DGCL provides that a corporation may limit the personal liability of its directors for monetary damages for breach of that individual's fiduciary duties as a director except for liability for any of the following: (a) a breach of the director's duty of loyalty to the corporation or its stockholders; (b) any act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law; (c) certain unlawful payments of dividends or unlawful stock repurchases or redemptions; or (d) any transaction from which the director derived an improper personal benefit. The Certificate also provides that the Registrant will indemnify its directors and officers to the fullest extent permitted by the DGCL.

Classification of Board of Directors

The Bylaws divide the Board into three classes of directors serving staggered three-year terms. Any director may be removed at any time, with or without cause, by a majority vote of the stockholders. In the event of a vacancy, a majority of the remaining directors may appoint a successor for the unexpired term.

Board Committees

The Board may, by resolution adopted by the affirmative vote of at least a majority of the votes entitled to be cast by the entire Board, designate one or more committees of the Board, each such committee to consist of one or more directors.

Special Meetings of Stockholders

The Bylaws provide that a special meeting of the stockholders may be called by the Board, the Chairman of the Board or the President of the Registrant. The Registrant must provide notice of the special meeting no less than 10 and no greater than 60 days prior to the date on which the meeting is to be held. Each stockholder shall have one vote for every share of stock entitled to vote that is registered in such stockholder's name.

Quorum

The Bylaws provide that the holders of a majority of the capital stock issued, outstanding and entitled to vote at a meeting of stockholders, present in person or represented by proxy, will constitute a quorum at any meeting of the stockholders held for the transaction of business.

Amendment of Bylaws

The Board shall have the power to amend or repeal the Bylaws, subject to the power of the stockholders of the Registrant to adopt bylaws and to amend or repeal bylaws adopted by the Board.

Amendment of Certificate

The Registrant reserves the right to amend, alter, change or repeal any provision contained in the Certificate, in the manner now or hereinafter prescribed by the DGCL.