(2)   Each holder of the Series A Preferred Stock of the issuer is entitled to
      convert each share of Series A Preferred Stock at any time without payment
      of additional consideration into such number of shares of common stock of
      the issuer ("Common Stock") determined by dividing (a) the original issue
      price of $0.31755 (the "Series A Original Issue Price") by (b) the Series
      A conversion price in effect at the time of conversion, which initially
      was $0.31755 (the "Series A Conversion Price"). The Series A Conversion
      Price is subject to adjustments for certain dilutive equity issuances and
      for stock splits, stock dividends, mergers, recapitalizations,
      reorganizations and other similar events. Each holder of shares of Series
      A Preferred Stock is entitled to receive annual cumulative dividends at
      the rate of 6% per annum of the Series A Original Issue Price, compounded
      semi-annually. Upon conversion, the holder of such Series A Preferred
      Stock shall be entitled to receive payment of all accrued and unpaid
      dividends, payable at the option of the holder in cash or such number of
      additional shares of Common Stock equal to (x) the amount of such accrued
      and unpaid dividends, divided by (y) the then applicable Series A
      Conversion Price.

(3)   These securities are held by Sherleigh Associates, Inc. Defined Benefit
      Pension Plan, a trust, of which Mr. Silver is the trustee.

(4)   Each holder of the Series B Preferred Stock of the issuer is entitled to
      convert each share of Series B Preferred Stock at any time without payment
      of additional consideration into such number of shares of Common Stock
      determined by dividing (a) the original issue price of $0.31755 (the
      "Series B Original Issue Price") by (b) the Series B conversion price in
      effect at the time of conversion, which initially was $0.31755 (the
      "Series B Conversion Price"). The Series B Conversion Price is subject to
      adjustments for certain dilutive equity issuances and for stock splits,
      stock dividends, mergers, recapitalizations, reorganizations and other
      similar events. Each holder of shares of Series B Preferred Stock is
      entitled to receive annual cumulative dividends at the rate of 6% per
      annum of the Series B Original Issue Price, compounded semi-annually. Upon
      conversion, the holder of such Series B Preferred Stock shall be entitled
      to receive payment of all accrued and unpaid dividends, payable at the
      option of the holder in cash or such number of additional shares of Common
      Stock equal to (x) the amount of such accrued and unpaid dividends,
      divided by (y) the then applicable Series B Conversion Price.

(5)   The warrantholder is not entitled to exercise any portion of the warrants
      in excess of that portion of the warrants upon exercise of which the sum
      of (i) the number of Common Stock or other securities beneficially owned
      by the holder and its affiliates which may be deemed beneficially owned
      through ownership of the unexercised portion of the warrant and (ii) the
      number of shares of Common Stock or other securities issuable upon the
      exercise of the portion of the warrant, would result in beneficial
      ownership by the holder and its affiliates of more than 4.99% of the then
      outstanding shares of Common Stock or other securities, accordingly
      Sherleigh Associates, Inc. Defined Benefit Pension Plan and Mr. Silver
      disclaim beneficial ownership of the Common Stock underlying the warrants.
      The limitations on exercise may be waived by the holder upon 61 days
      written notice to the issuer.