E4L INC
8-K, 2000-03-24
CATALOG & MAIL-ORDER HOUSES
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<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)      March 21, 2000
                                                 ------------------------

                                    e4L, Inc.
       -----------------------------------------------------------------
               (Exact name of registrant as specified in charter)

        Delaware                        I-6715                   13-2658741
 ----------------------        ------------------------      ------------------
 (State or Other Juris-        (Commission File Number)        (IRS Employer
diction of Incorporation)                                    Identification No.)

15821 Ventura Boulevard, 5th Floor, Los Angeles, California            91436
- -----------------------------------------------------------          ----------
(Address of principle executive offices)                             (Zip Code)

Registrant's telephone number, including area code  818-461-6400
                                                   ---------------

- --------------------------------------------------------------------------------
        (Former name or former address, if changed since last report.)

                    ---------------------------------------
                    Exhibit Index appears on Page 5 hereof.

<PAGE>

Item 5. Other Events.

      On March 21, 2000, e4L, Inc. ("e4L") consummated a transaction pursuant to
which two institutional investors (the "Preferred Investors") purchased an
aggregate of (i) $5 million of e4L's newly-created Series G Convertible
Preferred Stock, stated value $1,000 per share (the "Series G Preferred Stock")
and $5 million of e4L's newly-created Series H Convertible Preferred Stock,
stated value $1,000 per share (the "Series H Preferred Stock" and, collectively
with the Series G Preferred Stock, the "Preferred Stock").

      The Preferred Stock is convertible into the number of shares of e4L common
stock, par value $.01 per share ("Common Stock"), as is determined by dividing
(i) the aggregate stated value of the Preferred Stock being converted by (ii)
the conversion price then in effect, which shall initially be set at $2.9575 per
share of Common Stock (the "Fixed Conversion Price"), which was 130% of the ten
(10) day average closing price of the Common Stock prior to the closing date of
the transaction. Beginning on December 21, 2000 (and on each six-month
anniversary thereafter, each a "Reset Date"), the conversion price will be reset
to the lesser of (i) the Fixed Conversion Price or (ii) 100% of the average of
the ten lowest trade prices on each of ten trading days out of the 20 trading
days on which the lowest trade prices occurred immediately preceding a Reset
Date. Following December 21, 2000, if the Common Stock trades at greater than
$4.50 per share for any 20 consecutive trading days, then the conversion price
of the Series G Preferred Stock shall be $2.9575 per share thereafter. Following
December 21, 2000, if the Common Stock trades at greater than $5.50 per share
for any 20 consecutive trading days, then the conversion price of the Series H
Preferred Stock shall be $2.9575 per share thereafter. The Preferred Stock pays
a dividend equal to 4% per annum, payable quarterly, commencing June 1, 2000, in
cash or as an accretion to the stated value of the Preferred Stock, at e4L's
option. The Preferred Stock is subject to redemption in certain circumstances as
set forth in the Certificates of Designations.

      In connection with the issuance of the Preferred Stock, e4L issued
warrants (the "e4L Warrants") to purchase an aggregate of 659,340 shares of e4L
common stock to the Preferred Investors. The e4L Warrants are exercisable until
March 21, 2005 at an exercise price of $2.9575 per share of Common Stock
(subject to anti-dilution adjustments). e4L also issued to the Preferred
Investors warrants to purchase from e4L an aggregate of 250,000 common units
(the "BuyItNow Warrants") of BuyItNow.com, LLC, an affiliate of e4L. The
BuyItNow Warrants are exercisable until March 21, 2005 at an exercise price
equal to $5.00 per unit.

      Copies of the Series G Convertible Preferred Stock Certificate of
Designations, the Series H Convertible Preferred Stock Certificate of
Designations, the form of e4L Warrant, the form of BuyItNow Warrant, the form of
Subscription Agreement and the form of Registration Rights Agreement executed in
connection with the transaction are attached hereto as Exhibits 4.1, 4.2, 4.3,
4.4, 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

      (c)   Exhibits


                                      -2-
<PAGE>

      4.1   Certificate of Designations of the Series G Convertible Preferred
            Stock.

      4.2   Certificate of Designations of the Series H Convertible Preferred
            Stock.

      4.3   Form of e4L Warrant issued in connection with the Series G
            Convertible Preferred Stock and Series H Convertible Preferred
            Stock.

      4.4   Form of BuyItNow Warrant issued in connection with the Series G
            Convertible Preferred Stock and Series H Convertible Preferred
            Stock.

      10.1  Form of Subscription Agreement, dated as of March 21, 2000, between
            e4L and the Preferred Investors.

      10.2  Form of Registration Rights Agreement, dated as of March 21, 2000,
            between e4L and the Preferred Investors.


                                      -3-
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    e4L, Inc.
                                    (Registrant)


Date: March 23, 2000                By:      /s/ Daniel M. Yukelson
                                         ---------------------------------------
                                    Name:  Daniel M. Yukelson
                                    Title: Executive Vice President/Finance
                                           and Chief Financial Officer


                                      -4-
<PAGE>

                                  EXHIBIT INDEX

No.
- ---

4.1   Certificate of Designations of the Series G Convertible Preferred Stock.

4.2   Certificate of Designations of the Series H Convertible Preferred Stock.

4.3   Form of e4L Warrant issued in connection with the Series G Convertible
      Preferred Stock and Series H Convertible Preferred Stock.

4.4   Form of BuyItNow Warrant issued in connection with the Series G
      Convertible Preferred Stock and Series H Convertible Preferred Stock.

10.1  Form of Subscription Agreement, dated as of March 21, 2000, between e4L
      and the Preferred Investors.

10.2  Form of Registration Rights Agreement, dated as of March 21, 2000, between
      e4L and the Preferred Investors.


<PAGE>

                                                                     EXHIBIT 4.1

                                                                         Annex I
                                                                              to
                                                                    Subscription
                                                                       Agreement

                                    e4L, INC.

                         CERTIFICATE OF DESIGNATIONS OF
                      SERIES G CONVERTIBLE PREFERRED STOCK

               (Pursuant to Section 151 of the General Corporation
                          Law of the State of Delaware)

            e4L, Inc., a Delaware corporation (the "Corporation"), in accordance
with the provisions of Section 103 of the General Corporation Law of the State
of Delaware, DOES HEREBY CERTIFY:

            That pursuant to authority vested in the Board of Directors of the
Corporation by the Certificate of Incorporation of the Corporation, the Board of
Directors of the Corporation, by unanimous written consent dated March 20, 2000,
adopted a resolution providing for the creation of a series of the Corporation's
Preferred Stock, $.01 par value, which series is designated as "Series G
Convertible Preferred Stock," which resolution is as follows:

            RESOLVED, that pursuant to authority vested in the Board of
Directors by the Certificate of Incorporation of the Corporation, the Board of
Directors does hereby provide for the creation of a series of the Preferred
Stock, $.01 par value (hereinafter called the "Preferred Stock"), of the
Corporation, and to the extent that the voting powers and the designations,
preferences and relative, participating, optional or other special rights
thereof and the qualifications, limitations or restrictions of such rights have
not been set forth in the Certificate of Incorporation of the Corporation, does
hereby fix the same as follows:

                      SERIES G CONVERTIBLE PREFERRED STOCK

            Section 1. Definitions. As used herein, the following terms shall
have the following meanings:

            "Accrual Amount" means with respect to any share of Series G
Convertible Preferred Stock on any date the amount of all accrued but unpaid
dividends, including the amount of dividends not required to be paid in cash
pursuant to Section 5(b), on such share from the Issuance Date to the date of
determination.

            "Affiliate" means, with respect to any person, any other person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with the subject person; for purposes
of this definition, "control" (including, with correlative meanings, the terms
"controlled by" and "under common control with"), as used with respect to any
person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such person,
whether through the ownership of voting securities or by contract or otherwise.

            "Aggregated Person" means, with respect to any person, any person
whose beneficial ownership of shares of Common Stock would be aggregated with
the beneficial ownership of shares of Common Stock by such person for purposes
of Section 13(d) of the Exchange Act, and Regulation 13D-G thereunder.

<PAGE>

            "AMEX" means the American Stock Exchange, Inc.

            "Average Market Price" for any date means the arithmetic average of
the Market Price for each of the ten Trading Days, whether or not consecutive,
during the applicable Measurement Period on which the lowest Market Prices
occurred.

            "Biannual Reset Date" means the date occurring every six months
after the Initial Reset Date on the same day of each sixth month as the Initial
Reset Date through the third anniversary of the Issuance Date (for example, if
the Issuance Date is March 20, 2000 and the Initial Reset Date is December 20,
2000, Biannual Reset Dates shall occur on each June 20 and December 20
thereafter through March 20, 2003).

            "Blackout Period" means any period of one or more consecutive
Trading Days, but not in excess of 15 Trading Days, occurring after the SEC
Effective Date as to which the Corporation has notified the holders of shares of
Series G Convertible Preferred Stock on or prior to such Trading Day in
accordance with Section 3(f) of the Registration Rights Agreements that they are
required, pursuant to Section 3(f) of the Registration Rights Agreements, to
suspend offers and sales of shares of Common Stock pursuant to the Registration
Statement as a result of an event of circumstance which relates to a development
concerning the business of the Corporation which development occurred subsequent
to the later of (x) the SEC Effective Date and (y) the latest date prior to such
notice on which the Corporation has amended or supplemented the Registration
Statement and as to which the Board of Directors shall have determined in good
faith that public disclosure of such event or circumstance at such time would
not be in the best interests of the Company, which determination shall be set
forth in a resolution duly adopted by the Board of Directors and copies of which
shall be furnished to the holders of shares of Series G Convertible Preferred
Stock; provided, however, that (i) no more than 15 Trading Days in the aggregate
may occur during all Blackout Periods commencing in any period of 365
consecutive days, (ii) no more than two Blackout Periods may commence in any
period of 365 consecutive days and (iii) at least 30 Trading Days must elapse
between the end of a Blackout Period and the commencement of the next Blackout
Period.

            "Board of Directors" or "Board" means the Board of Directors of the
Corporation.

            "Business Day" means any day other than a Saturday, Sunday or other
day on which commercial banks in The City of New York are authorized or required
by law to remain closed.

            "BuyItNow Warrants" means the warrants to purchase limited liability
company common unit interests in BuyItNow.com LLC, a Delaware limited liability
company, issued by the Corporation in connection with the issuance of the shares
of Series G Convertible Preferred Stock and Series H Convertible Preferred
Stock.

            "Closing Price" of the Common Stock on any date means the closing
sale price for one share of Common Stock on such date on the first applicable
among the following: (a) the NYSE or other national securities exchange on which
the shares of Common Stock are listed which constitutes the principal securities
market for the Common Stock, (b) the Nasdaq, if the Nasdaq constitutes the
principal securities market for the Common Stock on such date, or (c) the Nasdaq
SmallCap, if the Nasdaq SmallCap constitutes the principal securities market for
the Common Stock on such date, in any such case as reported by Bloomberg, L.P.
(subject to equitable adjustments from time to time on terms reasonably
acceptable to the Majority Holders for stock splits, stock dividends,
combinations, recapitalizations, reclassifications, distributions, Tender Offers
and similar events relating to the Common Stock occurring or with respect to
which "ex-" trading commences on or after the date of filing of this Certificate
of Designations with the Secretary of State of Delaware).

            "Common Stock" means the Common Stock, $.01 par value, of the
Corporation.

            "Control Notice" means a notice given by the Corporation to the
holders of shares of the Series G Convertible Preferred Stock, in accordance
with Section 7(a)(5) or Section 11(b)(4),

<PAGE>

(i) stating that an Inconvertibility Day or an Optional Redemption Event, as the
case may be, has occurred by reason of events which are not solely within the
control of the Corporation and (ii) enclosing an executed Control Opinion.

            "Control Opinion" means a legal opinion of independent legal counsel
selected by the Company and reasonably acceptable to the Majority Holders
(notice of which acceptance or nonacceptance is given by the Majority Holders to
the Company within two Business Days of being advised of the name of such other
counsel), addressed to the holders of Series G Convertible Preferred Stock
stating that an Inconvertibility Day or an Optional Redemption Event, as the
case may be, which is the subject of a Control Notice has occurred by reason of
events which are not solely within the control of the Corporation.

            "Conversion Agent" means ChaseMellon Shareholder Services, L.L.C.,
or its duly appointed successor, as conversion agent for the Series G
Convertible Preferred Stock pursuant to the Transfer Agent Agreement.

            "Conversion Amount" initially shall be equal to $1,000.00, subject
to adjustment as herein provided.

            "Conversion Date" means, with respect to each conversion of shares
of Series G Convertible Preferred Stock pursuant to Section 10, the date on
which the Conversion Notice relating to such conversion is actually received by
the Conversion Agent, whether by mail, courier, personal service, telephone line
facsimile transmission or other means.

            "Conversion Notice" means a written notice, duly signed by or on
behalf of a holder of shares of Series G Convertible Preferred Stock, stating
the number of shares of Series G Convertible Preferred Stock to be converted in
the form specified in the Subscription Agreements.

            "Conversion Price" means:

            (1) for any Conversion Date during the period from the Issuance Date
      through the day immediately prior to the Initial Reset Date, the Fixed
      Conversion Price; and

            (2) for any Conversion Date during the Reset Period commencing on
      each Reset Date, the lesser of:

                  (a) the Fixed Conversion Price; and

                  (b) the Average Market Price during the Measurement Period for
            such Reset Date;

provided, however, that

            (A) notwithstanding clause (2) of this definition, if (i) for any 20
consecutive Trading Days commencing after the Initial Reset Date the Closing
Price of the Common Stock is greater than $4.50 per share (subject to equitable
adjustments from time to time on terms reasonably acceptable to the Majority
Holders for stock splits, stock dividends, combinations, recapitalizations,
reclassifications and similar events occurring or with respect to which "ex-"
trading commences on or after the date of filing of this Certificate of
Designations with the Secretary of State of Delaware), (ii) during such 20
Trading-Day period the Corporation shall be in compliance in all material
respects with its obligations to the holders of shares of Series G Convertible
Preferred Stock and Series H Convertible Preferred Stock (including, without
limitation, its obligations under the Subscription Agreements, the Registration
Rights Agreement, the Warrants, and the provisions of this Certificate of
Designations and the Series H Certificate of Designations), (iii) during such 20
Trading Day period the Registration Statement remains effective and available
for use by each holder of shares of Series G Convertible Preferred Stock and
Series H Convertible Preferred Stock for the resale of shares of Common Stock
acquired by such holder upon conversion of all shares of each such series of
Preferred Stock held by such holder and (iv) no Share Limitation Event shall
have

<PAGE>

occurred and be continuing, the Conversion Price shall thereafter be the Fixed
Conversion Price; and

            (B) If on any Reset Date a Share Limitation Event shall have
occurred and be continuing, (i) the Conversion Price in effect immediately prior
to such Reset Date shall continue in effect on and after such Reset Date until
the Delayed Reset Date following such Reset Date and (ii) for any Conversion
Date during the period commencing on such Delayed Reset Date and ending on the
day immediately prior to the next Biannual Reset Date, the Conversion Price
shall be the lesser of:

                  (x) the Fixed Conversion Price; and

                  (y) the Average Market Price during the Measurement Period for
      such Delayed Reset Date; and

provided further, however, that the Conversion Price applicable to a particular
conversion shall be subject to reduction as provided in Section 10(b)(6).

            "Conversion Rate" shall have the meaning provided in Section 10(a).

            "Converted Market Price" means, for any share of Series G
Convertible Preferred Stock as of any date of determination, an amount equal to
the product obtained by multiplying (x) the number of shares of Common Stock
which would, at the time of such determination, be issuable on conversion in
accordance with Section 10(a) of one share of Series G Convertible Preferred
Stock if a Conversion Notice were given by the holder of such share of Series G
Convertible Preferred Stock on the date of such determination (determined
without regard to any limitation on conversion based on beneficial ownership
contained in Section 10(a)) times (y) the average Closing Price of the Common
Stock during the five Trading Days immediately prior to the date of such
determination.

            "Corporation Optional Redemption Notice" means a notice given by the
Corporation to the holders of shares of Series G Convertible Preferred Stock
pursuant to Section 9(a) which notice shall state (1) that the Corporation is
exercising its right to redeem all or a portion of the outstanding shares of
Series G Convertible Preferred Stock pursuant to Section 9(a), (2) the number of
shares of Series G Convertible Preferred Stock held by such holder which are to
be redeemed, (3) the Redemption Price per share of Series G Convertible
Preferred Stock to be redeemed or the formula for determining the same,
determined in accordance herewith, and (4) the applicable Redemption Date.

            "Current Price" means with respect to any date the arithmetic
average of the Closing Price of the Common Stock on the 30 consecutive Trading
Days commencing 45 Trading Days before such date.

            "Delayed Reset Date" means the date which is 60 days after a Reset
Date on which Reset Date a Share Limitation Event shall have occurred and be
continuing.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Final Redemption Date" means the date or dates of redemption of
shares of Series G Convertible Preferred Stock pursuant to Section 9(b),
determined in accordance therewith.

            "Final Redemption Notice" means a notice given by the Corporation to
each holder of Series G Convertible Preferred Stock pursuant to Section 9(b),
which notice shall state (1) that the Corporation is exercising its right to
redeem outstanding shares of Series G Convertible Preferred Stock pursuant to
Section 9(b), (2) the number of shares of Series G Convertible Preferred Stock
held by such holder which are to be redeemed, (3) the Final Redemption Price per
share of Series G Convertible Preferred Stock held by such holder which are to
be redeemed, determined in accordance herewith, and (4) the Final Redemption
Date.

            "Final Redemption Price" means, for any share of Series G
Convertible Preferred

<PAGE>

Stock on any date, an amount equal to the sum of (i) $1,000 plus (ii) an amount
equal to the Accrual Amount on the share of Series G Convertible Preferred Stock
to be redeemed to the Final Redemption Date.

            "Fixed Conversion Price" means $2.9575 (subject to equitable
adjustments from time to time on terms reasonably acceptable to the Majority
Holders for stock splits, stock dividends, combinations, recapitalizations,
reclassifications, distributions, Tender Offers and similar events relating to
the Common Stock occurring or with respect to which "ex-" trading commences on
or after the date of filing of this Certificate of Designations with the
Secretary of State of the State of Delaware).

            "Generally Accepted Accounting Principles" for any person means the
generally accepted accounting principles and practices applied on a consistent
basis by such person from time to time in the preparation of its audited
financial statements.

            "Inconvertibility Day" means any Reset Date on which the Corporation
would not have been required to convert in accordance with Section 10(a) any
shares of Series G Convertible Preferred Stock as a consequence of the
limitations set forth in Section 7(a)(1) had all outstanding shares of Series G
Convertible Preferred Stock held by such holder on such Trading Day been
converted into Common Stock on such Trading Day (without regard to the
limitation, if any, on beneficial ownership by such holder contained in Section
10(a)).

            "Inconvertibility Notice" shall have the meaning provided in Section
7(a)(2).

            "Initial Reset Date" means December 21, 2000.

            "Issuance Date" means the first date of original issuance of any
shares of Series G Convertible Preferred Stock.

            "Junior Dividend Stock" means, collectively, the Common Stock and
any other class or series of capital stock of the Corporation ranking junior as
to dividends to the Series G Convertible Preferred Stock.

            "Junior Liquidation Stock" means the Common Stock or any other class
or series of the Corporation's capital stock ranking junior as to liquidation
rights to the Series G Convertible Preferred Stock.

            "Junior Stock" shall have the meaning provided in Section 10(b)(8).

            "Liquidation Preference" means, for each share of Series G
Convertible Preferred Stock, the sum of (i) an amount equal to the Accrual
Amount thereon to the date of final distribution to the holders of shares of
Series G Convertible Preferred Stock in connection with the liquidation,
dissolution or winding up of the Corporation plus (ii) accrued and unpaid
interest on cash dividends in arrears (computed in accordance with Section 5(a))
to the date of such distribution plus (iii) $1,000.00.

            "Majority Holders" means at any time the holders of shares of Series
G Convertible Preferred Stock and Series H Convertible Preferred Stock which
shares constitute a majority of the outstanding shares of Series G Convertible
Preferred Stock and Series H Convertible Preferred Stock.

            "Market Price" of the Common Stock on any date means the lowest sale
price for one share of Common Stock on such date on the first applicable among
the following: (a) the NYSE or other national securities exchange on which the
shares of Common Stock are listed which constitutes the principal securities
market for the Common Stock, (b) the Nasdaq, if the Nasdaq constitutes the
principal securities market for the Common Stock on such date, or (c) the Nasdaq
SmallCap, if the Nasdaq SmallCap constitutes the principal securities market for
the Common Stock on such date, in any such case as reported by Bloomberg, L.P.
(subject to equitable adjustments from time to time

<PAGE>

on terms reasonably acceptable to the Majority Holders for stock splits, stock
dividends, combinations, recapitalizations, reclassifications, distributions,
Tender Offers and similar events relating to the Common Stock occurring or with
respect to which "ex-" trading commences on or after the date of filing of this
Certificate of Designations with the Secretary of State of the State of
Delaware).

            "Maximum Share Amount" means 7,581,160 shares of Common Stock, or
such greater number of shares as permitted by the rules of the NYSE or such
other securities market on which the Common Stock is then listed for trading
(such amount to be subject to equitable adjustment from time to time on terms
reasonably acceptable to the Majority Holders for stock splits, stock dividends,
combinations, recapitalizations, reclassifications, distributions, Tender Offers
and similar events relating to the Common Stock occurring or with respect to
which "ex-" trading commences after the date of filing of this Certificate of
Designations with the Secretary of State of the State of Delaware).

            "Measurement Period" means, with respect to any date, the period of
20 consecutive Trading Days ending on the Trading Day prior to such date.

            "Nasdaq" means the Nasdaq National Market.

            "Nasdaq SmallCap" means the Nasdaq SmallCap Market.

            "1933 Act" means the Securities Act of 1933, as amended.

            "NYSE" means the New York Stock Exchange, Inc.

            "Option Share Surrender" means the surrender of shares of Common
Stock to the Corporation in payment of the exercise price or tax obligations
incurred in connection with the exercise of a stock option granted by the
Corporation to any of its employees, directors or consultants.

            "Optional Redemption Event" means any one of the following events:

            (1) For any period of five consecutive Trading Days there shall be
      no closing bid price of the Common Stock on the NYSE, the AMEX, the Nasdaq
      or the Nasdaq SmallCap;

            (2) The Common Stock ceases to be listed for trading on any of the
      NYSE, the AMEX, the Nasdaq or the Nasdaq SmallCap;

            (3) The inability for 30 or more Trading Days (whether or not
      consecutive) commencing on or after the SEC Effective Date of any holder
      of shares of Series G Convertible Preferred Stock to sell any shares of
      Common Stock issued or issuable on conversion of shares of Series G
      Convertible Preferred Stock pursuant to the Registration Statement for any
      reason other than a Blackout Period on each of such 30 Trading Days;

            (4) The Corporation shall (A) default in the timely performance of
      the obligation to issue shares of Common Stock upon conversion of shares
      of Series G Convertible Preferred Stock as and when required by Section 10
      or (B) fail or default in the timely performance of any material
      obligation (other than as specifically set forth elsewhere in this
      definition) to a holder of shares of Series G Convertible Preferred Stock
      under the terms of this Certificate of Designations or under the
      Subscription Agreements, the Registration Rights Agreements, the Warrants
      or any other agreement or document entered into in connection with the
      issuance of shares of Series G Convertible Preferred Stock, as such
      instruments may be amended from time to time;

            (5) Any consolidation or merger of the Corporation with or into
      another entity (other than a merger or consolidation of a subsidiary of
      the Corporation into the Corporation or a wholly-owned subsidiary of the
      Corporation) where the shareholders of the Corporation

<PAGE>

      immediately prior to such transaction do not collectively own at least 51%
      of the outstanding voting securities of the surviving corporation of such
      consolidation or merger immediately following such transaction or the
      common stock of such surviving corporation is not listed for trading on
      the NYSE, the AMEX, the Nasdaq or the Nasdaq SmallCap; or any sale or
      other transfer of all or substantially all of the assets of the
      Corporation; or

            (6) The taking of any action, including any amendment to the
      Corporation's Certificate of Incorporation, without the consent of the
      Majority Holders which materially and adversely affects the rights of any
      holder of shares of Series G Convertible Preferred Stock.

            "Optional Redemption Notice" means a notice from a holder of shares
of Series G Convertible Preferred Stock to the Corporation which states (1) that
the holder delivering such notice is thereby requiring the Corporation to redeem
shares of Series G Convertible Preferred Stock pursuant to Section 11, (2) in
general terms the Optional Redemption Event giving rise to such redemption, and
(3) the number of shares of Series G Convertible Preferred Stock held by such
holder which are to be redeemed.

            "Parity Dividend Stock" means any class or series of the
Corporation's capital stock ranking, as to dividends, on a parity with the
Series G Convertible Preferred Stock, including, without limitation, the Series
H Convertible Preferred Stock.

            "Parity Liquidation Stock" means any class or series of the
Corporation's capital stock having parity as to liquidation rights with the
Series G Convertible Preferred Stock, including, without limitation, the Series
H Convertible Preferred Stock.

            "Premium Percentage" means 120%.

            "Premium Price" means, for any share of Series G Convertible
Preferred Stock as of any date of determination, the product obtained by
multiplying (a) the sum of (1) the Conversion Amount plus (2) an amount equal to
the Accrual Amount on such share of Series G Convertible Preferred Stock to the
date of determination, plus (3) an amount equal to the accrued and unpaid
interest on cash dividends in arrears (as provided in Section 5) to the date of
determination times (b) the Premium Percentage.

            "Redemption Date" means the date of a redemption of shares of Series
G Convertible Preferred Stock pursuant to Section 9(a) or 11(a), as the case may
be, determined in accordance therewith.

            "Redemption Limitation Price" means, for any share of Series G
Convertible Preferred Stock as of any date of determination, an amount equal to
the product obtained by multiplying (x) the number of shares of Common Stock
which would, at the time of such determination, be issuable on conversion in
accordance with Section 10(a) of one share of Series G Convertible Preferred
Stock if the Conversion Price was the Fixed Conversion Price (determined without
regard to any limitation on conversion based on beneficial ownership contained
in Section 10(a)) times (y) the average Closing Price of the Common Stock during
the five Trading Days immediately prior to the date of such determination.

            "Redemption Price" means the greater of (i) the Premium Price on the
applicable Redemption Date or Share Limitation Redemption Date and (ii) the
Converted Market Price on the applicable Redemption Date or Share Limitation
Redemption Date; provided, however, that the Redemption Price per share of
Series G Convertible Preferred Stock may not exceed (i) 150% of the Redemption
Limitation Price, if the Redemption Date or Share Limitation Redemption Date is
prior to the first anniversary of the Issuance Date, and (ii) 200% of the
Redemption Limitation Price, if the Redemption Date or Share Limitation
Redemption Date is on or after the first anniversary of the Issuance Date.

            "Registration Rights Agreements" means the several Registration
Rights Agreements

<PAGE>

entered into between the Corporation and the original holders of the shares of
Series G Convertible Preferred Stock and Series H Convertible Preferred Stock,
as amended or modified from time to time in accordance with their respective
terms.

            "Registration Statement" means the Registration Statement required
to be filed by the Corporation with the SEC pursuant to Section 2(a) of the
Registration Rights Agreements.

            "Reset Date" means the Initial Reset Date and each Biannual Reset
Date thereafter.

            "Reset Period" means the applicable six month period commencing on
the Initial Reset Date and on each Biannual Reset Date thereafter and ending on
the day immediately prior to the next Biannual Reset Date.

            "Rights Agreement" means the Rights Agreement, dated as of January
3, 1994, as amended, between the Corporation and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.

            "SEC" means the United States Securities and Exchange Commission.

            "SEC Effective Date" means the date the Registration Statement is
first declared effective by the SEC.

            "Senior Dividend Stock" means any class or series of capital stock
of the Corporation ranking senior as to dividends to the Series G Convertible
Preferred Stock.

            "Senior Liquidation Stock" means any class or series of capital
stock of the Corporation ranking senior as to liquidation rights to the Series G
Convertible Preferred Stock.

            "Series B Convertible Preferred Stock" means the Series B
Convertible Preferred Stock, $.01 par value, of the Corporation.

            "Series D Convertible Preferred Stock" means the Series D
Convertible Preferred Stock, $.01 par value, of the Corporation.

            "Series E Convertible Preferred Stock" means the Series E
Convertible Preferred Stock, $.01 par value, of the Corporation.

            "Series F Convertible Preferred Stock" means the Series F
Convertible Preferred Stock, $.01 par value, of the Corporation.

            "Series G Convertible Preferred Stock" means the Series G
Convertible Preferred Stock, $.01 par value, of the Corporation.

            "Series H Certificate of Designations" means the Certificate of
Designations for the Series H Convertible Preferred Stock.

            "Series H Convertible Preferred Stock" means the Series H
Convertible Preferred Stock, $.01 par value, of the Corporation.

            "Share Limitation Event" means a time at which the Corporation is
unable to issue all shares of Common Stock otherwise required to be issued upon
conversion of shares of Series G Convertible Preferred Stock by reason of the
restrictions set forth in the Stockholder Approval Rule and the Corporation has
not obtained a waiver thereof.

            "Share Limitation Redemption Date" means each date on which the
Corporation is required to redeem shares of Series G Convertible Preferred Stock
as provided in Section 7(a).

            "Stockholder Approval" shall mean the approval by a majority of the
votes cast by the holders of shares of Common Stock (in person or by proxy) at a
meeting of the stockholders of

<PAGE>

the Corporation (duly convened at which a quorum was present), or a written
consent of holders of shares of Common Stock entitled to such number of votes
given without a meeting, of the issuance by the Corporation of 20% or more of
the Common Stock of the Corporation outstanding on the Issuance Date for less
than the greater of the book or market value of such Common Stock on conversion
of the Series G Convertible Preferred Stock and the Series H Convertible
Preferred Stock, as and to the extent required under the Stockholder Approval
Rule.

            "Stockholder Approval Rule" means Paragraph 312.03(c) of the NYSE
Listed Company Manual as in effect from time to time or any successor,
replacement or similar rule or regulation of the NYSE or any other principal
securities market on which the Common Stock is listed for trading.

            "Subscription Agreements" means the several Subscription Agreements
by and between the Corporation and the original holders of shares of Series G
Convertible Preferred Stock and Series H Convertible Preferred Stock pursuant to
which the shares of Series G Convertible Preferred Stock and Series H
Convertible Preferred Stock were issued.

            "Tender Offer" means a tender offer or exchange offer.

            "Trading Day" means a day on whichever of (x) the national
securities exchange, (y) the Nasdaq or (z) the Nasdaq SmallCap which at the time
constitutes the principal securities market for the Common Stock is open for
general trading.

            "Transfer Agent Agreement" means the Transfer Agent Agreement, dated
as of March 21, 2000, by and among the Corporation, the Conversion Agent and the
original holders of the Series G Convertible Preferred Stock and the Series H
Convertible Preferred Stock for the benefit of the holders from time to time of
shares of Series G Convertible Preferred Stock and Series H Convertible
Preferred Stock.

            "Warrants" means the Common Stock Purchase Warrants and the BuyItNow
Warrants issued by the Corporation in connection with the issuance of the shares
of Series G Convertible Preferred Stock and Series H Convertible Preferred
Stock.

            Section 2. Designation and Amount. The shares of such series shall
be designated as "Series G Convertible Preferred Stock", and the number of
shares constituting the Series G Convertible Preferred Stock shall be 5,000, and
shall not be subject to increase. The Corporation shall not issue any shares of
Series G Convertible Preferred Stock other than pursuant to the Subscription
Agreements, unless such issuance shall have been approved by the Majority
Holders. Any shares of Series G Convertible Preferred Stock which are redeemed
by the Corporation and retired and any shares of Series G Convertible Preferred
Stock which are converted in accordance with Section 10 shall be restored to the
status of authorized, unissued and undesignated shares of the Corporation's
class of Preferred Stock and shall not be subject to issuance, and may not
thereafter be outstanding, as shares of Series G Convertible Preferred Stock.

            Section 3. Series G Convertible Preferred Stock Capital. The amount
to be represented in the Series G Convertible Preferred Stock capital of the
Corporation at all times for each outstanding share of Series G Convertible
Preferred Stock shall be the greater of (i) the Premium Price and (ii) the
Converted Market Price. The Corporation shall take such action as may be
required to maintain the amount required by this Section 3 to be represented in
stated capital for the Series G Convertible Preferred Stock capital not less
frequently than quarterly.

            Section 4. Rank. All Series G Convertible Preferred Stock shall rank
(i) senior to the Common Stock, now or hereafter issued, as to payment of
dividends and distribution of assets upon liquidation, dissolution, or winding
up of the Corporation, whether voluntary or involuntary, (ii) on a parity with
all other series or classes of Preferred Stock outstanding immediately prior to
the Issuance Date, including, without limitation, the Series B Convertible
Preferred Stock, the Series D Convertible Preferred Stock, the Series E
Convertible Preferred Stock and the Series F Convertible Preferred Stock, both
as to payment of dividends and as to distribution of assets upon liquidation,

<PAGE>

dissolution or winding up of the Corporation, whether voluntary or involuntary,
(iii) on a parity with the Series H Convertible Preferred Stock both as to
payment of dividends and as to distribution of assets upon liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
(iv) senior to any additional series of the class of Preferred Stock which
series the Board of Directors may from time to time authorize, both as to
payment of dividends and as to distributions of assets upon liquidation,
dissolution, or winding up of the Corporation, whether voluntary or involuntary,
and (v) senior to any additional class of preferred stock (or series of
preferred stock of such class) which the Board of Directors or the stockholders
may from time to time authorize in accordance herewith.

            Section 5. Dividends and Distributions. (a) The holders of shares of
Series G Convertible Preferred Stock shall be entitled to receive, when, as, and
if declared by the Board of Directors out of funds legally available for such
purpose, dividends at the rate of $40.00 per annum per share, and no more, which
shall be fully cumulative, shall accrue without interest (except as otherwise
provided herein as to dividends in arrears) from the date of original issuance
of each share of Series G Convertible Preferred Stock and shall be payable
quarterly on March 1, June 1, September 1 and December 1 of each year commencing
June 1, 2000 (except that if any such date is a Saturday, Sunday, or legal
holiday, then such dividend shall be payable on the next succeeding day that is
not a Saturday, Sunday, or legal holiday) to holders of record as they appear on
the stock books of the Corporation on such record dates, not more than 20 nor
less than 10 days preceding the payment dates for such dividends, as shall be
fixed by the Board. Dividends on the Series G Convertible Preferred Stock shall
be paid in cash or, in lieu of paying such dividends and subject to the
limitations in Section 5(b) hereof, the amount of such dividends shall be
included in the Accrual Amount for each share, at the option of the Corporation
as hereinafter provided. The amount of the dividends payable per share of Series
G Convertible Preferred Stock for each quarterly dividend period shall be
computed by dividing the annual dividend amount by four. The amount of dividends
payable for the initial dividend period and any period shorter than a full
quarterly dividend period shall be computed on the basis of a 360-day year of
twelve 30-day months. Dividends required to be paid in cash pursuant to Section
5(b) which are not paid within five days of a payment date, whether or not such
dividends have been declared, will bear interest at the rate of 14% per annum
until paid (or such lesser rate as shall be the maximum rate allowable by
applicable law). Except as provided in the Rights Agreement, no dividends or
other distributions, other than the dividends payable solely in shares of any
Junior Dividend Stock, shall be paid or set apart for payment on any shares of
Junior Dividend Stock, and no purchase, redemption, or other acquisition shall
be made by the Corporation of any shares of Junior Dividend Stock (except for
Option Share Surrenders), unless and until all accrued and unpaid cash dividends
on the Series G Convertible Preferred Stock and interest on dividends in arrears
at the rate specified herein shall have been paid or declared and set apart for
payment.

            If at any time any dividend on any Senior Dividend Stock shall be in
arrears, in whole or in part, no dividend shall be paid or declared and set
apart for payment on the Series G Convertible Preferred Stock unless and until
all accrued and unpaid dividends with respect to the Senior Dividend Stock,
including the full dividends for the then current dividend period, shall have
been paid or declared and set apart for payment, without interest. No full
dividends shall be paid or declared and set apart for payment on any Parity
Dividend Stock for any period unless all accrued but unpaid dividends (and
interest on dividends in arrears at the rate specified herein) have been, or
contemporaneously are, paid or declared and set apart for such payment on the
Series G Convertible Preferred Stock. No full dividends shall be paid or
declared and set apart for payment on the Series G Convertible Preferred Stock
for any period unless all accrued but unpaid dividends have been, or
contemporaneously are, paid or declared and set apart for payment on the Parity
Dividend Stock for all dividend periods terminating on or prior to the date of
payment of such full dividends. When dividends are not paid in full upon the
Series G Convertible Preferred Stock and the Parity Dividend Stock, all
dividends paid or declared and set apart for payment upon shares of Series G
Convertible Preferred Stock (and interest on dividends in arrears at the rate
specified herein) and the Parity Dividend Stock shall be paid or declared and
set apart for payment pro rata, so that the amount of dividends paid or declared
and set apart for payment per share on the Series G Convertible Preferred Stock
and the Parity Dividend Stock shall in all cases bear to each other the same
ratio that accrued and unpaid dividends per share on the shares of Series G
Convertible Preferred Stock and the Parity

<PAGE>

Dividend Stock bear to each other.

            Any references to "distribution" contained in this Section 5 shall
not be deemed to include any stock dividend or distributions made in connection
with any liquidation, dissolution, or winding up of the Corporation, whether
voluntary or involuntary.

            (b) If (x) prior to any dividend payment date the Corporation
notifies the holders of Series G Convertible Preferred Stock that the dividends
with respect to such date will be paid in cash or (y) on any dividend payment
date the Corporation is not in compliance in all material respects with its
obligations to the holders of the Series G Convertible Preferred Stock and the
Series H Convertible Preferred Stock (including, without limitation, its
obligations under the Subscription Agreements, the Registration Rights
Agreements, the Warrants, this Certificate of Designations and the Series H
Certificate of Designations), such dividends must be timely paid in cash. If
clauses (x) or (y) of the foregoing sentence do not apply on any dividend
payment date, the Corporation may, but shall not be required to, pay the
applicable dividends in cash. The amount of any dividends not paid in cash shall
be included in the Accrual Amount for each share of Series G Convertible
Preferred Stock.

            (c) Except as provided in the Rights Agreement, neither the
Corporation nor any subsidiary of the Corporation shall redeem, repurchase or
otherwise acquire in any one transaction or series of related transactions any
shares of Common Stock, Parity Dividend Stock, Parity Liquidation Stock, Junior
Dividend Stock or Junior Liquidation Stock if the number of shares so
repurchased, redeemed or otherwise acquired in such transaction or series of
related transactions (excluding any Option Share Surrender) is more than either
(x) 5% of the number of shares of Common Stock, Parity Dividend Stock, Parity
Liquidation Stock, Junior Dividend Stock or Junior Liquidation Stock, as the
case may be, outstanding immediately prior to such transaction or series of
related transactions or (y) 1% of the number of shares of Common Stock, Parity
Dividend Stock, Parity Liquidation Stock, Junior Dividend Stock or Junior
Liquidation Stock, as the case may be, outstanding immediately prior to such
transaction or series of related transactions if such transaction or series of
related transactions is with any one person or group of affiliated persons,
unless the Corporation or such subsidiary offers to purchase for cash from each
holder of shares of Series G Convertible Preferred Stock at the time of such
redemption, repurchase or acquisition the same percentage of such holder's
shares of Series G Convertible Preferred Stock as the percentage of the number
of outstanding shares of Common Stock, Parity Dividend Stock, Parity Liquidation
Stock, Junior Dividend Stock or Junior Liquidation Stock, as the case may be, to
be so redeemed, repurchased or acquired at a purchase price per share of Series
G Convertible Preferred Stock equal to the greater of (i) the Premium Price in
effect on the date of purchase pursuant to this Section 5(c) and (ii) the
Converted Market Price on the date of purchase pursuant to this Section 5(c).

            (d) Neither the Corporation nor any subsidiary of the Corporation
shall (1) make any Tender Offer for outstanding shares of Common Stock, unless
the Corporation contemporaneously therewith makes an offer, or (2) enter into an
agreement regarding a Tender Offer for outstanding shares of Common Stock by any
person other than the Corporation or any subsidiary of the Corporation, unless
such person agrees with the Corporation to make an offer, in either such case to
each holder of outstanding shares of Series G Convertible Preferred Stock to
purchase for cash at the time of purchase in such Tender Offer the same
percentage of shares of Series G Convertible Preferred Stock held by such holder
as the percentage of outstanding shares of Common Stock offered to be purchased
in such Tender Offer at a price per share of Series G Convertible Preferred
Stock equal to the greater of (i) the Premium Price in effect on the date of
purchase pursuant to this Section 5(d) and (ii) the Converted Market Price on
the date of purchase pursuant to this Section 5(d).

            Section 6. Liquidation Preference. In the event of a liquidation,
dissolution, or winding up of the Corporation, whether voluntary or involuntary,
the holders of Series G Convertible Preferred Stock shall be entitled to receive
out of the assets of the Corporation, whether such assets constitute stated
capital or surplus of any nature, an amount per share of Series G Convertible
Preferred Stock equal to the Liquidation Preference, and no more, before any
payment shall be made or any assets distributed to the holders of Junior
Liquidation Stock; provided,

<PAGE>

however, that such rights shall accrue to the holders of Series G Convertible
Preferred Stock only in the event that the Corporation's payments with respect
to the liquidation preference of the holders of Senior Liquidation Stock are
fully met. After the liquidation preferences of the Senior Liquidation Stock are
fully met, the entire assets of the Corporation available for distribution shall
be distributed ratably among the holders of the Series G Convertible Preferred
Stock and any Parity Liquidation Stock in proportion to the respective
preferential amounts to which each is entitled (but only to the extent of such
preferential amounts). After payment in full of the liquidation price of the
shares of the Series G Convertible Preferred Stock and the Parity Liquidation
Stock, the holders of such shares shall not be entitled to any further
participation in any distribution of assets by the Corporation. Neither a
consolidation or merger of the Corporation with another corporation nor a sale
or transfer of all or part of the Corporation's assets for cash, securities, or
other property in and of itself will be considered a liquidation, dissolution or
winding up of the Corporation.

            Section 7. Mandatory Redemption.

            (a) Mandatory Redemption Based on Maximum Share Amount. (1)
Notwithstanding any other provision herein, unless the Stockholder Approval
shall have been obtained from the stockholders of the Corporation or waived by
the NYSE or other securities market on which the Common Stock is then listed, so
long as the Common Stock is listed on the NYSE, the AMEX, the Nasdaq or the
Nasdaq SmallCap, the Corporation shall not be required to issue upon conversion
of shares of Series G Convertible Preferred Stock pursuant to Section 10 and
upon conversion of shares of Series H Convertible Preferred Stock pursuant to
Section 10 of the Series H Certificate of Designations more than the Maximum
Share Amount. The Maximum Share Amount shall be allocated among the shares of
Series G Convertible Preferred Stock and Series H Convertible Preferred Stock at
the time of initial issuance thereof pro rata based on the initial issuance of
5,000 shares of each such series. Each certificate for shares of Series G
Convertible Preferred Stock initially issued shall bear a notation as to the
number of shares constituting the portion of the Maximum Share Amount allocated
to the shares of Series G Convertible Preferred Stock represented by such
certificate for purposes of conversion thereof. Upon surrender of any
certificate for shares of Series G Convertible Preferred Stock for transfer or
re-registration thereof (or, at the option of the holder, for conversion
pursuant to Section 10(a) of less than all of the shares of Series G Convertible
Preferred Stock represented thereby), the Corporation shall make a notation on
the new certificate issued upon such transfer or re-registration or evidencing
such unconverted shares, as the case may be, as to the remaining number of
shares of Common Stock from the Maximum Share Amount remaining available for
conversion of the shares of Series G Convertible Preferred Stock evidenced by
such new certificate. If any certificate for shares of Series G Convertible
Preferred Stock is surrendered for split-up into two or more certificates
representing an aggregate number of shares of Series G Convertible Preferred
Stock equal to the number of shares of Series G Convertible Preferred Stock
represented by the certificate so surrendered (as reduced by any contemporaneous
conversion of shares of Series G Convertible Preferred Stock represented by the
certificate so surrendered), each certificate issued on such split-up shall bear
a notation of the portion of the Maximum Share Amount allocated thereto
determined by pro rata allocation from among the remaining portion of the
Maximum Share Amount allocated to the certificate so surrendered. If any shares
of Series G Convertible Preferred Stock represented by a single certificate are
converted in full pursuant to Section 10, all of the portion of the Maximum
Share Amount allocated to such shares of Series G Convertible Preferred Stock
which remains unissued after such conversion shall be re-allocated pro rata to
the outstanding shares of Series G Convertible Preferred Stock held of record by
the holder of record at the close of business on the date of such conversion of
the shares of Series G Convertible Preferred Stock so converted, and if there
shall be no other shares of Series G Convertible Preferred Stock held of record
by such holder at the close of business on such date, then such portion of the
Maximum Share Amount shall be allocated pro rata among the shares of Series G
Convertible Preferred Stock outstanding on such date.

            (2) On an applicable Reset Date or as soon as possible thereafter,
but in no event later than three Business Days thereafter, the Corporation shall
give notice to each holder of shares of Series G Convertible Preferred Stock (by
telephone line facsimile transmission at such number as such holder has
specified in writing to the Corporation for such purposes or, if such holder
shall not have specified any such number, by overnight courier or first class
mail, postage prepaid, at such

<PAGE>

holder's address as the same appears on the stock books of the Corporation) and
any holder of shares of Series G Convertible Preferred Stock may at any time
after the occurrence give notice to the Corporation, in either case, if on any
Reset Date the Corporation would not have been required to convert shares of
Series G Convertible Preferred Stock of such holder in accordance with Section
10(a) as a consequence of the limitations set forth in Section 7(a)(1) had the
shares of Series G Convertible Preferred Stock held by such holder been
converted in full into Common Stock on each such day, determined without regard
to the limitation, if any, on such holder contained in the proviso to the second
sentence of Section 10(a) (any such notice, whether given by the Corporation or
a holder, an "Inconvertibility Notice"). If the Corporation shall have given or
been required to give any Inconvertibility Notice, or if a holder shall have
given any Inconvertibility Notice, then on the Delayed Reset Date resulting from
such Share Limitation Event, or, if no Inconvertibility Notice has been received
or given by a holder, on such date thereafter when a holder first receives or
gives an Inconvertibility Notice, the holder receiving or giving, as the case
may be, such Inconvertibility Notice shall have the right by written notice to
the Corporation (which written notice may be contained in the Inconvertibility
Notice given by such holder) to direct the Corporation to redeem the portion of
such holder's outstanding shares of Series G Convertible Preferred Stock (which,
if applicable, shall be all of such holder's outstanding shares of Series G
Convertible Preferred Stock) as shall not, on the Business Day prior to the date
of such redemption, be convertible into shares of Common Stock by reason of the
limitations set forth in Section 7(a)(1) (determined without regard to the
limitation, if any, on beneficial ownership of Common Stock by such holder
contained in the proviso to the second sentence of Section 10(a)), within five
Business Days after such holder so directs the Corporation, at a price per share
equal to the Redemption Price; provided, however, that if (i) on or before such
Delayed Reset Date the Corporation gives notice to each holder that it has
elected to seek to obtain Stockholder Approval, (ii) thereafter the Corporation
complies with the procedures for seeking Stockholder Approval set forth in
Section 7(a)(5)(A) and uses its best efforts to obtain Stockholder Approval and
(iii) Stockholder Approval is obtained within 60 days after the Delayed Reset
Date, then the Corporation shall not be required to redeem any shares of Series
G Convertible Preferred Stock by reason of such Inconvertibility Notice. If for
any reason the Corporation fails to obtain such Stockholder Approval within such
60-day period, within five Business Days after the occurrence of such failure
the Corporation shall redeem all shares which at any time prior thereto have
been directed to be redeemed by holders of Series G Convertible Preferred Stock
in accordance with the immediately preceding sentence. If a holder of shares of
Series G Convertible Preferred Stock directs the Corporation to redeem
outstanding shares of Series G Convertible Preferred Stock and, on the Trading
Day prior to the date the Corporation is required to redeem such shares of
Series G Convertible Preferred Stock, the Corporation would have been able,
within the limitations set forth in Section 7(a)(1), to convert all of such
holder's shares of Series G Convertible Preferred Stock (determined without
regard to the limitation, if any, on beneficial ownership of shares of Common
Stock by such holder contained in the proviso to the second sentence of Section
10(a)) had all of such holder's shares of Series G Convertible Preferred Stock
been surrendered for conversion into Common Stock on such Trading Day, then the
Corporation shall not be required to redeem any shares of Series G Convertible
Preferred Stock by reason of such Inconvertibility Notice.

            (3) Notwithstanding the giving of any Inconvertibility Notice by the
Corporation to the holders of Series G Convertible Preferred Stock pursuant to
Section 7(a)(2) or the giving or the absence of any notice by the holders of the
Series G Convertible Preferred Stock in response thereto or any redemption of
shares of Series G Convertible Preferred Stock pursuant to Section 7(a)(2),
thereafter the provisions of Section 7(a)(2) shall continue to be applicable on
any occasion unless the Stockholder Approval shall have been obtained from the
stockholders of the Corporation or waived by the NYSE, the Nasdaq or other
securities market on which the Common Stock is listed for trading.

            (4) On each Share Limitation Redemption Date (or such later date as
a holder of shares of Series G Convertible Preferred Stock shall surrender to
the Corporation the certificate(s) for the shares of Series G Convertible
Preferred Stock being redeemed pursuant to this Section 7(a)), the Corporation
shall make payment in immediately available funds of the applicable Redemption
Price to such holder of shares of Series G Convertible Preferred Stock to be
redeemed to or upon the order of such holder as specified by such holder in
writing to the Corporation at least one Business

<PAGE>

Day prior to such Share Limitation Redemption Date. Upon redemption of less than
all of the shares of Series G Convertible Preferred Stock evidenced by a
particular certificate, promptly, but in no event later than three Business Days
after surrender of such certificate to the Corporation, the Corporation shall
issue a replacement certificate for the shares of Series G Convertible Preferred
Stock evidenced by such certificate which have not been redeemed. Only whole
shares of Series G Convertible Preferred Stock may be redeemed.

            (5) (A) Notwithstanding any other provision of this Certificate of
Designations, if an Inconvertibility Day occurs by reason of events which are
not solely within the control of the Corporation, the Corporation shall have the
right to give a Control Notice to the holders of Series G Convertible Preferred
Stock at any time after such Inconvertibility Day occurs and prior to the
earlier of (1) the date on which all holders of shares of Series G Convertible
Preferred Stock who had the right (other than as limited by this Section
7(a)(5)) to require redemption of any shares of Series G Convertible Preferred
Stock by reason of the occurrence of such Inconvertibility Day no longer have
such right and (2) the applicable Share Limitation Redemption Date by reason of
the earliest notice given by any holder of shares of Series G Convertible
Preferred Stock directing the Corporation to redeem such shares in accordance
with Section 7(a)(2) by reason of such Inconvertibility Day. For purposes of
this Section 7(a)(5), an Inconvertibility Day shall be deemed to have occurred
by reason of events which are not solely within the control of the Corporation
if a requirement of the Corporation to redeem, or a right of any holder of
shares of Series G Convertible Preferred Stock to require redemption of, shares
of Series G Convertible Preferred Stock by reason thereof would result in the
Corporation being required to classify the Series G Convertible Preferred Stock
as redeemable preferred stock on a balance sheet of the Corporation prepared in
accordance with Generally Accepted Accounting Principles and Regulation S-X of
the SEC. If the Corporation timely gives a Control Notice to the holders of
shares of Series G Convertible Preferred Stock, then, in lieu of payment of the
Redemption Price pursuant to a redemption notice given by any holder of shares
of Series G Convertible Preferred Stock in accordance with Section 7(a)(2) by
reason of such Inconvertibility Day and commencing on such Inconvertibility Day,
the Conversion Price for all outstanding shares of Series G Convertible
Preferred Stock will be 80% of the amount the Conversion Price would otherwise
be. Such adjustment of the Conversion Price shall continue in effect until the
earliest of (x) the date which is 90 days after the Stockholder Approval shall
have been obtained from the stockholders of the Corporation or waived by the
NYSE or other securities market on which the Common Stock is then listed, (y)
the date any further adjustments are made following a failure to obtain the
Stockholder Approval as provided below, and (z) the date when shares of Series G
Convertible Preferred Stock are no longer outstanding. On or after the date the
Corporation gives such Control Notice, upon notice from the Majority Holders,
the Corporation promptly shall call a special meeting of its stockholders, to be
held not later than 60 days after such notice is given, to seek the Stockholder
Approval and shall use its best efforts to obtain the Stockholder Approval. The
Corporation shall prepare and file with the SEC within 20 days after such notice
is given preliminary proxy materials which set forth a proposal to seek such
Stockholder Approval. The Corporation shall provide the Majority Holders an
opportunity to consult with the Corporation regarding the content of such proxy
materials insofar as it relates to the Stockholder Approval by providing copies
of such preliminary proxy materials and any revised preliminary proxy materials
to the Majority Holders a reasonable period of time prior to their filing with
the SEC. The Corporation shall furnish to each holder of shares of Series G
Convertible Preferred Stock a copy of its definitive proxy materials for such
special meeting and any amendments or supplements thereto promptly after the
same are mailed to stockholders or filed with the SEC. To the extent holders of
shares of Series G Convertible Preferred Stock are authorized or required by law
to vote such shares at such special meeting, the holders shall vote in favor of
the Stockholder Approval proposal. Upon the earlier of (i) the failure to obtain
the Stockholder Approval at the special meeting or (ii) the failure to hold the
special meeting within such 60-day period, the Corporation shall so notify the
holders of shares of Series G Convertible Preferred Stock and, if requested by
notice to the Corporation from the Majority Holders, commencing on the Business
Day following the Corporation's receipt of such notice, the Conversion Price of
the outstanding shares of Series G Convertible Preferred Stock will be 60% of
the amount the Conversion Price would otherwise be without regard to other
adjustments pursuant to this Section 7(a)(5) or Section 11(b)(4).

<PAGE>

            (B) If and for so long as an adjustment of the Conversion Price is
simultaneously required by this Section 7(a)(5) and by Section 11(b)(4), the
applicable Conversion Price shall be the lower of the two amounts required by
each such section.

            (C) The rights of holders of shares of Series G Convertible
Preferred Stock to require redemption of their shares and exercise other rights
pursuant to Sections 7(a)(1) through 7(a)(4) by reason of an Inconvertibility
Day as to which the Corporation does not have a right to give a Control Notice,
or fails to exercise such right on a timely basis, shall not be limited by the
operation of this Section 7(a)(5).

            (b) No Other Mandatory Redemption. The shares of Series G
Convertible Preferred Stock shall not be subject to mandatory redemption by the
Corporation at the option of the Holders except as provided in Section 7(a) and
Section 11.

            Section 8. No Sinking Fund. The shares of Series G Convertible
Preferred Stock shall not be subject to the operation of a purchase, retirement
or sinking fund.

            Section 9. Optional Redemption.

            (a) Corporation Optional Redemption. If (1) the Corporation shall be
in compliance in all material respects with its obligations to the holders of
shares of Series G Convertible Preferred Stock and Series H Convertible
Preferred Stock (including, without limitation, its obligations under the
Subscription Agreements, the Registration Rights Agreements, the Warrants and
the provisions of this Certificate of Designations and the Series H Certificate
of Designations), (2) on the date the Corporation Optional Redemption Notice is
given and at all times until the Redemption Date, the Registration Statement is
effective and available for use by each holder of shares of Series G Convertible
Preferred Stock and Series H Convertible Preferred Stock for the resale of
shares of Common Stock acquired by such holder upon conversion of all shares of
Series G Convertible Preferred Stock and Series H Convertible Preferred Stock
held by such holder and (3) no Optional Redemption Event shall have occurred
with respect to which, on the date a Corporation Optional Redemption Notice is
to be given or on the Redemption Date, any holder of shares of Series G
Convertible Preferred Stock (A) shall be entitled to exercise optional
redemption rights under Section 11 by reason of such Optional Redemption Event
or (B) shall have exercised optional redemption rights under Section 11 by
reason of such Optional Redemption Event and the Corporation shall not have paid
the Redemption Price to such holder, then the Corporation shall have the right,
exercisable by giving a Corporation Optional Redemption Notice not less than 15
Trading Days or more than 25 Trading Days prior to the Redemption Date to all
holders of record of the shares of Series G Convertible Preferred Stock, at any
time to redeem all or from time to time to redeem any part of the outstanding
shares of Series G Convertible Preferred Stock in accordance with this Section
9(a). If the Corporation shall redeem less than all outstanding shares of Series
G Convertible Preferred Stock, such redemption shall be made as nearly as
practical pro rata from all holders of shares of Series G Convertible Preferred
Stock. Any Corporation Optional Redemption Notice under this Section 9(a) shall
be given to the holders of record of the shares of Series G Convertible
Preferred Stock at their addresses appearing on the records of the Corporation;
provided, however, that any failure or defect in the giving of such notice to
any such holder shall not affect the validity of notice to or the redemption of
shares of Series G Convertible Preferred Stock of any other holder. On the
Redemption Date (or such later date as a holder of shares of Series G
Convertible Preferred Stock surrenders to the Corporation the certificate(s) for
shares of Series G Convertible Preferred Stock to be redeemed pursuant to this
Section 9(a)), the Corporation shall make payment of the applicable Redemption
Price to each holder of shares of Series G Convertible Preferred Stock to be
redeemed in immediately available funds to such account as specified by such
holder in writing to the Corporation at least one Business Day prior to the
Redemption Date. A holder of shares of Series G Convertible Preferred Stock to
be redeemed pursuant to this Section 9(a) shall be entitled to convert in
accordance with Section 10 such shares of Series G Convertible Preferred Stock
(x) through the day prior to the Redemption Date and (y) if the Corporation
shall fail to pay the Redemption Price of any share of Series G Convertible
Preferred Stock when due, at any time after the due date thereof until such date
as the Corporation pays the Redemption Price of such share of Series G
Convertible Preferred Stock. No share of Series G Convertible Preferred Stock as
to which

<PAGE>

the holder exercises the right of conversion pursuant to Section 10 or the
optional redemption right pursuant to Section 11 may be redeemed by the
Corporation pursuant to this Section 9(a) on or after the date of exercise of
such conversion right or optional redemption right, as the case may be,
regardless of whether the Corporation Optional Redemption Notice shall have been
given prior to, on or after the date of exercise of such conversion right or
optional redemption right, as the case may be.

            (b) Final Redemption. The Corporation shall have the right to redeem
all or from time to time any part of the outstanding shares of Series G
Convertible Preferred Stock at any time on or after the date which is 1,096 days
after the Issuance Date so long as (1) the Corporation shall be in compliance in
all material respects with its obligations to the holders of the Series G
Convertible Preferred Stock and Series H Convertible Preferred Stock (including,
without limitation, its obligations under the Subscription Agreements, the
Registration Rights Agreements, the Warrants, this Certificate of Designations
and the Series H Certificate of Designations) and (2) no Optional Redemption
Event shall have occurred with respect to which on the date a Final Redemption
Notice is to be given or on the Final Redemption Date, any holder of shares of
Series G Convertible Preferred Stock (a) shall be entitled to exercise optional
redemption rights under Section 11 by reason of such Optional Redemption Event
or (b) shall have exercised optional redemption rights under Section 11 by
reason of such Optional Redemption Event and the Corporation shall not have paid
the Redemption Price to such holder. In order to exercise its rights under this
Section 9(b), the Corporation shall give a Final Redemption Notice not less than
30 Trading Days or more than 50 Trading Days prior to the Final Redemption Date
to all holders of record of the shares of Series G Convertible Preferred Stock.
Any Final Redemption Notice shall be given to the holders of record of the
shares of Series G Convertible Preferred Stock by telephone line facsimile
transmission to such number as shown on the records of the Corporation for such
purpose; provided, however, that any failure or defect in the giving of such
notice to any such holder shall not affect the validity of notice to or the
redemption of shares of Series G Convertible Preferred Stock of any other
holder. On the Final Redemption Date (or such later date as a holder of shares
of Series G Convertible Preferred Stock surrenders to the Corporation the
certificate(s) for shares of Series G Convertible Preferred Stock to be redeemed
pursuant to this Section 9(b)), the Corporation shall make payment of the
applicable Final Redemption Price to each holder of shares of Series G
Convertible Preferred Stock to be redeemed in immediately available funds to
such account as specified by such holder in writing to the Corporation at least
one Business Day prior to the Final Redemption Date. A holder of shares of
Series G Convertible Preferred Stock to be redeemed pursuant to this Section
9(b) shall be entitled to convert in accordance with Section 10 such shares of
Series G Convertible Preferred Stock (x) through the day prior to the Final
Redemption Date and (y) if the Corporation shall fail to pay the Final
Redemption Price of any share of Series G Convertible Preferred Stock when due,
at any time after the due date thereof until such date as the Corporation pays
the Final Redemption Price of such share of Series G Convertible Preferred Stock
to such holder. No share of Series G Convertible Preferred Stock as to which a
holder exercises the right of conversion pursuant to Section 10 or the optional
redemption right pursuant to Section 11 may be redeemed by the Corporation
pursuant to this Section 9(b) on or after the date of exercise of such
conversion right or optional redemption right, as the case may be, regardless of
whether the Final Redemption Notice shall have been given prior to, on or after
the date of exercise of such conversion right or optional redemption right, as
the case may be.

            (c) Redemption of Other Series of Preferred Stock. Any redemption of
shares of Series G Convertible Preferred Stock pursuant to this Section 9 shall
be made at the same time as a redemption by the Company of a pro rata portion of
the shares of Series H Convertible Preferred Stock outstanding at the time a
redemption notice is given pursuant to this Section 9. The Company shall not
redeem any of the shares of Series H Convertible Preferred Stock pursuant to the
provisions thereof similar to this Section 9 or repurchase or otherwise acquire
any shares of Series H Convertible Preferred Stock unless the Company offers
simultaneously to redeem, repurchase or otherwise acquire a pro rata portion of
the outstanding shares of Series G Convertible Preferred Stock for cash at the
same price as such shares of Series H Convertible Preferred Stock.

            (d) No Other Optional Redemption. The shares of Series G Convertible
Preferred Stock shall not be subject to redemption at the option of the
Corporation except as

<PAGE>

provided in Sections 9(a) and 9(b).

            Section 10. Conversion.

            (a) Conversion at Option of Holder. The holders of the Series G
Convertible Preferred Stock may at any time on or after the Issuance Date
convert at any time all or from time to time any part of their shares of Series
G Convertible Preferred Stock into fully paid and nonassessable shares of Common
Stock and such other securities and property as herein provided, except that no
such conversion shall be for less than 50 shares of Series G Convertible
Preferred Stock unless the holder so converting holds less than 50 shares of
Series G Convertible Preferred Stock and is converting all of such shares held
by such holder. Holders of shares of Series G Convertible Preferred Stock shall
be entitled, with respect to the shares of Common Stock or other securities
issued or issuable upon conversion thereof, to the benefits available to the
holders of Common Stock under the Rights Agreement or any similar plan or
arrangement. Each share of Series G Convertible Preferred Stock may be converted
at the office of the Conversion Agent or at such other additional office or
offices, if any, as the Board of Directors may designate, into such number of
fully paid and nonassessable shares of Common Stock (calculated as to each
conversion to the nearest 1/100th of a share) determined by dividing (x) the sum
of (i) the Conversion Amount, (ii) an amount equal to the Accrual Amount on the
share of Series G Convertible Preferred Stock being converted to the applicable
Conversion Date, and (iii) accrued but unpaid interest on the dividends required
to be paid in cash on the share of Series G Convertible Preferred Stock being
converted in arrears to the applicable Conversion Date at the rate provided in
Section 5 by (y) the Conversion Price for such Conversion Date (the "Conversion
Rate"); provided, however, that in no event shall any holder of shares of Series
G Convertible Preferred Stock be entitled to convert any shares of Series G
Convertible Preferred Stock in excess of that number of shares of Series G
Convertible Preferred Stock upon conversion of which the sum of (1) the number
of shares of Common Stock beneficially owned by such holder and all Aggregated
Persons of such holder (other than shares of Common Stock deemed beneficially
owned through the ownership of (x) unconverted shares of Series G Convertible
Preferred Stock and (y) the unconverted or unexercised portion of any
instrument, including, without limitation, the Series H Convertible Preferred
Stock and the Warrants, which contains limitations similar to those set forth in
this sentence) and (2) the number of shares of Common Stock issuable upon the
conversion of the number of shares of Series G Convertible Preferred Stock with
respect to which the determination in this proviso is being made, would result
in beneficial ownership by such holder and all Aggregated Persons of such holder
of more than 4.9% of the outstanding shares of Common Stock. For purposes of the
proviso to the immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Exchange Act and Regulation
13D-G thereunder, except as otherwise provided in clause (1) of the proviso to
the immediately preceding sentence.

            (b) Other Provisions. (1) Notwithstanding anything in this Section
10(b) to the contrary, no change in the Conversion Amount pursuant to this
Section 10(b) shall actually be made until the cumulative effect of the
adjustments called for by this Section 10(b) since the date of the last change
in the Conversion Amount would change the Conversion Amount by more than 1%.
However, once the cumulative effect would result in such a change, then the
Conversion Amount shall actually be changed to reflect all adjustments called
for by this Section 10(b) and not previously made. Notwithstanding anything in
this Section 10(b), no change in the Conversion Amount shall be made that would
result in the price at which a share of Series G Convertible Preferred Stock is
converted being less than the par value of the Common Stock into which shares of
Series G Convertible Preferred Stock are at the time convertible.

            (2) The holders of shares of Series G Convertible Preferred Stock at
the close of business on the record date for any dividend payment to holders of
Series G Convertible Preferred Stock shall be entitled to receive the dividend
payable on such shares on the corresponding dividend payment date
notwithstanding the conversion thereof after such dividend payment record date
or the Corporation's default in payment of the dividend due on such dividend
payment date; provided, however, that the holder of shares of Series G
Convertible Preferred Stock surrendered for conversion during the period between
the close of business on any record date for a dividend payment and the opening
of business on the corresponding dividend payment date must pay to the

<PAGE>

Corporation, within five days after receipt by such holder, an amount equal to
the dividend payable on such shares on such dividend payment date if such
dividend is paid by the Corporation to such holder. A holder of shares of Series
G Convertible Preferred Stock on a record date for a dividend payment who (or
whose transferee) tenders any of such shares for conversion into shares of
Common Stock on or after such dividend payment date will receive the dividend
payable by the Corporation on such shares of Series G Convertible Preferred
Stock on such date, and the converting holder need not make any payment of the
amount of such dividend in connection with such conversion of shares of Series G
Convertible Preferred Stock. Except as provided above, no adjustment shall be
made in respect of cash dividends on Common Stock or Series G Convertible
Preferred Stock that may be accrued and unpaid at the date of surrender of
shares of Series G Convertible Preferred Stock.

            (3) (A) The right of the holders of Series G Convertible Preferred
Stock to convert their shares shall be exercised by giving (which may be done by
telephone line facsimile transmission) a Conversion Notice to the Conversion
Agent, with a copy to the Corporation. If a holder of Series G Convertible
Preferred Stock elects to convert any shares of Series G Convertible Preferred
Stock in accordance with Section 10(a), such holder shall not be required to
surrender the certificate(s) representing such shares of Series G Convertible
Preferred Stock to the Corporation unless all of the shares of Series G
Convertible Preferred Stock represented thereby are so converted. Each holder of
shares of Series G Convertible Preferred Stock and the Corporation shall
maintain records showing the number of shares so converted and the dates of such
conversions or shall use such other method, satisfactory to such holder and the
Corporation, so as to not require physical surrender of such certificates upon
each such conversion. In the event of any dispute or discrepancy, such records
of the Corporation shall be controlling and determinative in the absence of
manifest error. Notwithstanding the foregoing, if any shares of Series G
Convertible Preferred Stock evidenced by a particular certificate therefor are
converted as aforesaid, the holder of Series G Convertible Preferred Stock may
not transfer the certificate(s) representing such shares of Series G Convertible
Preferred Stock unless such holder first physically surrenders such
certificate(s) to the Corporation, whereupon the Corporation will forthwith
issue and deliver upon the order of such holder of shares of Series G
Convertible Preferred Stock new certificate(s) of like tenor, registered as such
holder of shares of Series G Convertible Preferred Stock (upon payment by such
holder of shares of Series G Convertible Preferred Stock of any applicable
transfer taxes) may request, representing in the aggregate the remaining number
of shares of Series G Convertible Preferred Stock represented by such
certificate(s). Each holder of shares of Series G Convertible Preferred Stock,
by acceptance of a certificate for such shares, acknowledges and agrees that (1)
by reason of the provisions of this paragraph, following conversion of any
shares of Series G Convertible Preferred Stock represented by such certificate,
the number of shares of Series G Convertible Preferred Stock represented by such
certificate may be less than the number of shares stated on such certificate,
and (2) the Corporation may place a legend on the certificates for shares of
Series G Convertible Preferred Stock which refers to or describes the provisions
of this paragraph.

            (B) The Corporation shall pay any transfer tax arising in connection
with any conversion of shares of Series G Convertible Preferred Stock except
that the Corporation shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery upon
conversion of shares of Common Stock or other securities or property in a name
other than that of the holder of the shares of the Series G Convertible
Preferred Stock being converted, and the Corporation shall not be required to
issue or deliver any such shares or other securities or property unless and
until the person or persons requesting the issuance thereof shall have paid to
the Corporation the amount of any such tax or shall have established to the
satisfaction of the Corporation that such tax has been paid. The number of
shares of Common Stock to be issued upon each conversion of shares of Series G
Convertible Preferred Stock shall be the number set forth in the applicable
Conversion Notice which number shall be conclusive absent manifest error. The
Corporation shall notify a holder who has given a Conversion Notice of any claim
of manifest error within two Trading Days after such holder gives such
Conversion Notice and no such claim of error shall limit or delay performance of
the Corporation's obligation to issue upon such conversion the number of shares
of Common Stock which are not in dispute. A Conversion Notice shall be deemed
for all purposes to be in proper form unless the Corporation notifies a holder
of shares of Series G Convertible Preferred Stock being converted within two
Trading Days after a Conversion Notice has been given (which notice shall
specify all defects in the Conversion Notice) and any Conversion

<PAGE>

Notice containing any such defect shall nonetheless be effective on the date
given if the converting holder promptly corrects all such defects.

            (4) The Corporation (and any successor corporation) shall take all
action necessary so that a number of shares of the authorized but unissued
Common Stock (or common stock in the case of any successor corporation)
sufficient to provide for the conversion of the Series G Convertible Preferred
Stock outstanding upon the basis hereinbefore provided are at all times reserved
by the Corporation (or any successor corporation), free from preemptive rights,
for such conversion, subject to the provisions of the next succeeding paragraph.
If the Corporation shall issue any securities or make any change in its capital
structure which would change the number of shares of Common Stock into which
each share of the Series G Convertible Preferred Stock shall be convertible as
herein provided, the Corporation shall at the same time also make proper
provision so that thereafter there shall be a sufficient number of shares of
Common Stock authorized and reserved, free from preemptive rights, for
conversion of the outstanding Series G Convertible Preferred Stock on the new
basis. If at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all of the outstanding
shares of Series G Convertible Preferred Stock, the Corporation promptly shall
seek, and use its best efforts to obtain and complete, such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose.

            (5) In case of any consolidation or merger of the Corporation with
any other corporation (other than a wholly-owned subsidiary of the Corporation)
in which the Corporation is not the surviving corporation, or in case of any
sale or transfer of all or substantially all of the assets of the Corporation,
or in the case of any share exchange pursuant to which all of the outstanding
shares of Common Stock are converted into other securities or property, the
Corporation shall make appropriate provision or cause appropriate provision to
be made so that each holder of shares of Series G Convertible Preferred Stock
then outstanding shall have the right thereafter to convert such shares of
Series G Convertible Preferred Stock into the kind of shares of stock and other
securities and property receivable upon such consolidation, merger, sale,
transfer, or share exchange by a holder of shares of Common Stock into which
such shares of Series G Convertible Preferred Stock could have been converted
immediately prior to the effective date of such consolidation, merger, sale,
transfer, or share exchange and on a basis which preserves the economic benefits
of the conversion rights of the holders of shares of Series G Convertible
Preferred Stock on a basis as nearly as practical as such rights exist hereunder
prior thereto. If, in connection with any such consolidation, merger, sale,
transfer, or share exchange, each holder of shares of Common Stock is entitled
to elect to receive securities, cash, or other assets upon completion of such
transaction, the Corporation shall provide or cause to be provided to each
holder of Series G Convertible Preferred Stock the right to elect the
securities, cash, or other assets into which the Series G Convertible Preferred
Stock held by such holder shall be convertible after completion of any such
transaction on the same terms and subject to the same conditions applicable to
holders of the Common Stock (including, without limitation, notice of the right
to elect, limitations on the period in which such election shall be made, and
the effect of failing to exercise the election). The Corporation shall not
effect any such transaction unless the provisions of this paragraph have been
complied with. The above provisions shall similarly apply to successive
consolidations, mergers, sales, transfers or share exchanges.

            (6) If a holder shall have given a Conversion Notice for shares of
Series G Convertible Preferred Stock, the Corporation shall issue and deliver to
such person certificates for the Common Stock issuable upon such conversion
within three Trading Days after such Conversion Notice is given and the person
converting shall be deemed to be the holder of record of the Common Stock
issuable upon such conversion, and all rights with respect to the shares
surrendered shall forthwith terminate except the right to receive the Common
Stock or other securities, cash, or other assets as herein provided. If a holder
shall have given a Conversion Notice as provided herein, the Corporation's
obligation to issue and deliver the certificates for Common Stock shall be
absolute and unconditional, irrespective of any action or inaction by the
converting holder to enforce the same, any waiver or consent with respect to any
provision thereof, the recovery of any judgment against any person or any action
to enforce the same, any failure or delay in the enforcement of any other

<PAGE>

obligation of the Corporation to such holder, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by such
holder or any other person of any obligation to the Corporation or any violation
or alleged violation of law by such holder or any other person, and irrespective
of any other circumstance which might otherwise limit such obligation of the
Corporation to the holder in connection with such conversion. If the Corporation
fails to issue and deliver the certificates for the Common Stock to the holder
converting shares of Series G Convertible Preferred Stock pursuant to the first
sentence of this paragraph within three Trading Days after such Conversion
Notice is given, in addition to any other liabilities the Corporation may have
hereunder and under applicable law (1) the Corporation shall pay or reimburse
such holder on demand for all out-of-pocket expenses including, without
limitation, reasonable fees and expenses of legal counsel incurred by such
holder as a result of such failure, (2) for each Trading Day thereafter on which
the Corporation so fails to deliver such certificates, the Conversion Price
applicable to such conversion shall be reduced by an amount equal to one percent
of the amount that the Conversion Price would otherwise be, and (3) such holder
may by written notice (which may be given by mail, courier, personal service or
telephone line facsimile transmission) or oral notice (promptly confirmed in
writing) given at any time prior to delivery to such holder of the certificates
for the shares of Common Stock issuable upon such conversion of shares of Series
G Convertible Preferred Stock, rescind such conversion, whereupon such holder
shall have the right to convert such shares of Series G Convertible Preferred
Stock thereafter in accordance herewith.

            (7) No fractional shares of Common Stock shall be issued upon
conversion of Series G Convertible Preferred Stock but, in lieu of any fraction
of a share of Common Stock to purchase fractional shares of Common Stock which
would otherwise be issuable in respect of the aggregate number of such shares
surrendered for conversion at one time by the same holder, the Corporation shall
pay in cash an amount equal to the product of (i) the arithmetic average of the
Closing Price of one share of Common Stock on the three consecutive Trading Days
ending on the Trading Day immediately preceding the Conversion Date times (ii)
such fraction of a share.

            (8) The Conversion Amount shall be adjusted from time to time under
certain circumstances, subject to the provisions of Section 10(b)(1), as
follows:

            (i) In case the Corporation shall (other than pursuant to the Rights
Agreement) issue rights or warrants on a pro rata basis to all holders of the
Common Stock entitling such holders to subscribe for or purchase Common Stock on
the record date referred to below at a price per share less than the Current
Price for such record date, then in each such case the Conversion Amount in
effect on such record date shall be adjusted in accordance with the following
formula:

      C(1) = C x   O + N
                 -----
               O + N x P
                   -----
                     M

where

      C(1) = the adjusted Conversion Amount

      C    = the current Conversion Amount

      O    = the number of shares of Common Stock outstanding on the record
             date.

      N    = the number of additional shares of Common Stock issuable pursuant
             to the exercise of such rights or warrants.

      P    = the offering price per share of the additional shares (which
             amount shall include amounts received by the Corporation in respect
             of the issuance and the exercise of such rights or warrants).

      M    = the Current Price per share of Common Stock on the record date.

<PAGE>

Such adjustment shall become effective immediately after the record date for the
determination of stockholders entitled to receive such rights or warrants. If
any or all such rights or warrants are not so issued or expire or terminate
before being exercised, the Conversion Amount then in effect shall be readjusted
appropriately.

            (ii) In case the Corporation shall (other than pursuant to the
Rights Agreement), by dividend or otherwise, distribute to all holders of its
Junior Stock (as hereinafter defined) evidences of its indebtedness or assets
(including securities, but excluding any warrants or subscription rights
referred to in subparagraph (i) above and any dividend or distribution paid in
cash out of the retained earnings of the Corporation), then in each such case
the Conversion Amount then in effect shall be adjusted in accordance with the
formula

      C(1) = C x   M
               -----
               M - F

where

      C(1)  = the adjusted Conversion Amount

      C     = the current Conversion Amount

      M     = the Current Price per share of Common Stock on the record date
              mentioned below.

      F     = the aggregate amount of such cash dividend and/or the fair market
              value on the record date of the assets or securities to be
              distributed divided by the number of shares of Common Stock
              outstanding on the record date. The Board of Directors shall
              determine such fair market value, which determination shall be
              conclusive.

Such adjustment shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution.
For purposes of this subparagraph (ii), "Junior Stock" shall include any class
of capital stock ranking junior as to dividends or upon liquidation to the
Series G Convertible Preferred Stock.

            (iii) All calculations hereunder shall be made to the nearest cent
or to the nearest 1/100 of a share, as the case may be.

            (iv) If at any time as a result of an adjustment made pursuant to
Section 10(b)(5), the holder of any shares of Series G Convertible Preferred
Stock thereafter surrendered for conversion shall become entitled to receive
securities, cash, or assets other than Common Stock, the number or amount of
such securities or property so receivable upon conversion shall be subject to
adjustment from time to time in a manner and on terms nearly equivalent as
practicable to the provisions with respect to the Common Stock contained in
subparagraphs (i) to (iii) above.

            (9) Except as otherwise provided above in this Section 10, no
adjustment in the Conversion Amount shall be made in respect of any conversion
for share distributions or dividends theretofore declared and paid or payable on
the Common Stock.

            (10) Whenever the Conversion Amount is adjusted as herein provided,
the Corporation shall send to each holder and each transfer agent, if any, for
the Series G Convertible Preferred Stock and the transfer agent for the Common
Stock, a statement signed by the Chairman of the Board, the President, or any
Vice President of the Corporation and by its Treasurer or its Secretary or an
Assistant Secretary stating the adjusted Conversion Amount determined as
provided in this Section 10, and any adjustment so evidenced, given in good
faith, shall be binding upon all stockholders and upon the Corporation. Whenever
the Conversion Amount is adjusted, the Corporation will give notice by mail to
the holders of record of Series G Convertible Preferred Stock, which notice
shall be made within 15 days after the effective date of such adjustment and
shall state the adjustment and the Conversion Amount. Notwithstanding the
foregoing notice

<PAGE>

provisions, failure by the Corporation to give such notice or a defect in such
notice shall not affect the binding nature of such corporate action of the
Corporation.

            (11) Whenever the Corporation shall propose to take any of the
actions specified in Section 10(b)(5) or in subparagraphs (i) or (ii) of Section
10(b)(8) which would result in any adjustment in the Conversion Amount under
this Section 10(b), the Corporation shall cause a notice to be mailed at least
ten days prior to the date on which the books of the Corporation will close or
on which a record will be taken for such action, to the holders of record of the
outstanding Series G Convertible Preferred Stock on the date of such notice.
Such notice shall specify the action proposed to be taken by the Corporation and
the date as of which holders of record of the Common Stock shall participate in
any such actions or be entitled to exchange their Common Stock for securities or
other property, as the case may be. Failure by the Corporation to mail the
notice or any defect in such notice shall not affect the validity of the
transaction.

            (c) Notice to Holder Prior to Certain Actions. In case on or after
the Issuance Date:

            (i) the Corporation shall declare a dividend (or any other
      distribution) on its Common Stock (other than in cash out of retained
      earnings); or

            (ii) the Corporation shall authorize the granting to the holders of
      its Common Stock of rights or warrants to subscribe for or purchase any
      share of any class or any other rights or warrants; or

            (iii) the Board of Directors shall authorize any reclassification of
      the Common Stock (other than a subdivision or combination of its
      outstanding Common Stock, or a change in par value, or from par value to
      no par value, or from no par value to par value), or any consolidation or
      merger or other business combination transaction to which the Corporation
      is a party and for which approval of any stockholders of the Corporation
      is required, or the sale or transfer of all or substantially all of the
      assets of the Corporation; or

            (iv) there shall be pending the voluntary or involuntary
      dissolution, liquidation or winding-up of the Corporation;

the Corporation shall give the Holders as promptly as possible but in any event
at least ten Trading Days prior to the applicable date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, other business
combination transaction, sale, transfer, dissolution, liquidation or winding-up
is expected to become effective or occur, and the date as of which it is
expected that holders of Common Stock of record who shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reclassification, consolidation, merger, other business combination
transaction, sale, transfer, dissolution, liquidation or winding-up shall be
determined. Such notice shall not include any information which would be
material non-public information for purposes of the 1934 Act. Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
such dividend, distribution, reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding-up. In the case of any such action
of which the Corporation gives such notice to the Holders or is required to give
such notice to the Holders, the Holders shall be entitled to give a Conversion
Notice which is contingent on the completion of such action.

            Section 11. Redemption at Option of Holders.

            (a) Redemption Right. If an Optional Redemption Event occurs, then,
in addition to any other right or remedy of any holder of shares of Series G
Convertible Preferred Stock, each holder of shares of Series G Convertible
Preferred Stock shall have the right, at such holder's option, to require the
Corporation to redeem all of such holder's shares of Series G

<PAGE>

Convertible Preferred Stock, or any portion thereof, on the date which is three
Business Days after the date such holder gives the Corporation an Optional
Redemption Notice with respect to such Optional Redemption Event at any time
while any of such holder's shares of Series G Convertible Preferred Stock are
outstanding, at a price equal to the Redemption Price.

            (b) Notices; Method of Exercising Optional Redemption Rights, Etc.
(1) On or before the fifth Business Day after the occurrence of an Optional
Redemption Event, the Corporation shall give to each holder of outstanding
shares of Series G Convertible Preferred Stock a notice of the occurrence of
such Optional Redemption Event and of the redemption right set forth herein
arising as a result thereof. Such notice from the Corporation shall set forth:

            (i) the date by which the optional redemption right must be
      exercised, and

            (ii) a description of the procedure (set forth below) which each
      such holder must follow to exercise such holder's optional redemption
      right.

No failure of the Corporation to give such notice or defect therein shall limit
the right of any holder of shares of Series G Convertible Preferred Stock to
exercise the optional redemption right or affect the validity of the proceedings
for the redemption of such holder's shares of Series G Convertible Preferred
Stock.

            (2) To exercise its optional redemption right, each holder of
outstanding shares of Series G Convertible Preferred Stock shall deliver to the
Corporation on or before the 30th day after the notice required by Section
11(b)(1) is given to such holder (or if no such notice has been given by the
Corporation to such holder, within 40 days after such holder first learns of
such Optional Redemption Event) an Optional Redemption Notice to the
Corporation. An Optional Redemption Notice may be revoked by such holder giving
such Optional Redemption Notice by giving notice of such revocation to the
Corporation at any time prior to the time the Corporation pays the Redemption
Price to such holder.

            (3) If a holder of shares of Series G Convertible Preferred Stock
shall have given an Optional Redemption Notice, on the date which is three
Business Days after the date such Optional Redemption Notice is given (or such
later date as such holder surrenders such holder's certificates for the shares
of Series G Convertible Preferred Stock to be redeemed) the Corporation shall
make payment in immediately available funds of the applicable Redemption Price
to such account as specified by such holder in writing to the Corporation at
least one Business Day prior to the applicable redemption date.

            (4) Notwithstanding any other provision of this Certificate of
Designations, if an Optional Redemption Event occurs by reason of events which
are not solely within the control of the Corporation, the Corporation shall have
the right to give a Control Notice to the holders of shares of Series G
Convertible Preferred Stock at any time after such Optional Redemption Event
occurs and prior to the earlier of (1) the date on which all holders of shares
of Series G Convertible Preferred Stock who had the right (other than as limited
by this Section 11(b)(4)) to require redemption of any shares of Series G
Convertible Preferred Stock by reason of the occurrence of such Optional
Redemption Event no longer have such right and (2) the applicable Redemption
Date by reason of the earliest Optional Redemption Notice given by any holder of
shares of Series G Convertible Preferred Stock by reason of such Optional
Redemption Event. If the Corporation timely gives such Control Notice to the
holders of shares of Series G Convertible Preferred Stock, then in lieu of
payment of the Redemption Price by reason of any such Optional Redemption Event
and commencing on the first date on which such Optional Redemption Event occurs
the following adjustments shall take effect (subject to the provisions of
Section 7(a)(5)(B)):

            (A) In the case of an Optional Redemption Event described in clauses
      (1), (2), (3), (4) or (6) of the definition of the term Optional
      Redemption Event, for so long as such Optional Redemption Event continues
      and for a period of 60 days thereafter the Conversion Price will be 70% of
      the amount which the Conversion Price would otherwise be; and

<PAGE>

            (B) In the case of an Optional Redemption Event described in clause
      (5) of the definition of the term Optional Redemption Event, for so long
      as any shares of Series G Convertible Preferred Stock are outstanding the
      Conversion Price will be 70% of the amount which the Conversion Price
      would otherwise be.

For purposes of this Section 11(b)(4), an Optional Redemption Event shall be
deemed to have occurred by reason of events which are not solely within the
control of the Corporation if a requirement of the Corporation to redeem, or a
right of any holder of shares of Series G Convertible Preferred Stock to require
redemption of, shares of Series G Convertible Preferred Stock by reason thereof
would result in the Corporation being required to classify the Series G
Convertible Preferred Stock as redeemable preferred stock on a balance sheet of
the Corporation prepared in accordance with Generally Accepted Accounting
Principles and Regulation S-X of the SEC, and, in the case of an Optional
Redemption Event described in clause (5) of the definition of the term Optional
Redemption Event, the Board or the stockholders of the Corporation do not have
the right to approve or disapprove the transactions resulting in such event.

            (c) Other. (1) In connection with a redemption pursuant to this
Section 11 of less than all of the shares of Series G Convertible Preferred
Stock evidenced by a particular certificate, promptly, but in no event later
than five Business Days after surrender of such certificate to the Corporation,
the Corporation shall issue and deliver to such holder a replacement certificate
for the shares of Series G Convertible Preferred Stock evidenced by such
certificate which have not been redeemed.

            (2) An Optional Redemption Notice given by a holder of shares of
Series G Convertible Preferred Stock shall be deemed for all purposes to be in
proper form unless the Corporation notifies such holder in writing within three
Business Days after such Optional Redemption Notice has been given (which notice
shall specify all defects in such Optional Redemption Notice), and any Optional
Redemption Notice containing any such defect shall nonetheless be effective on
the date given if such holder promptly undertakes to correct all such defects.
No such claim of error shall limit or delay performance of the Corporation's
obligation to redeem all shares of Series G Convertible Preferred Stock not in
dispute whether or not such holder makes such undertaking.

            Section 12. Voting Rights; Certain Restrictions.

            (a) Voting Rights. Except as otherwise required by law or expressly
provided herein, shares of Series G Convertible Preferred Stock shall not be
entitled to vote on any matter.

            (b) Certificate of Incorporation; Certain Stock. The affirmative
vote or consent of the Majority Holders, voting separately as a class, will be
required for (1) any amendment, alteration, or repeal, whether by merger or
consolidation or otherwise, of the Corporation's Certificate of Incorporation if
the amendment, alteration, or repeal materially and adversely affects the
powers, preferences, or special rights of the Series G Convertible Preferred
Stock or the Series H Convertible Preferred Stock, or (2) the creation and
issuance of any Senior Dividend Stock or Senior Liquidation Stock; provided,
however, that any increase in the authorized Preferred Stock of the Corporation
or the creation and issuance of any stock which is both Junior Dividend Stock
and Junior Liquidation Stock shall not be deemed to affect materially and
adversely such powers, preferences, or special rights and any such increase or
creation and issuance may be made without any such vote by the holders of Series
G Convertible Preferred Stock except as otherwise required by law.

            (c) Other. So long as any shares of Series G Convertible Preferred
Stock are outstanding:

            (1) Payment of Obligations. The Corporation will pay and discharge,
and will cause each subsidiary of the Corporation to pay and discharge, when due
all their respective obligations and liabilities which are material to the
Corporation and its subsidiaries taken as a whole, including, without
limitation, tax liabilities, except where the same may be contested in good
faith

<PAGE>

by appropriate proceedings.

            (2) Maintenance of Property; Insurance. (A) The Corporation will
keep, and will cause each subsidiary of the Corporation to keep, all material
property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted.

            (B) The Corporation will maintain, and will cause each subsidiary of
the Corporation to maintain, with financially sound and responsible insurance
companies, insurance against loss or damage by fire or other casualty and such
other insurance, including but not limited to, product liability insurance, in
such amounts and covering such risks as is reasonably adequate for the conduct
of their businesses and the value of their properties.

            (3) Conduct of Business and Maintenance of Existence. The
Corporation will continue, and will cause each subsidiary of the Corporation to
continue, to engage in business of the same general type as conducted by the
Corporation and its operating subsidiaries at the time this Certificate of
Designations is filed with the Secretary of State of the State of Delaware, and
will preserve, renew and keep in full force and effect, and will cause each
subsidiary of the Corporation to preserve, renew and keep in full force and
effect, their respective corporate existence and their respective material
rights, privileges and franchises necessary or desirable in the normal conduct
of business.

            (4) Compliance with Laws. The Corporation will comply, and will
cause each subsidiary of the Corporation to comply, in all material respects
with all applicable laws, ordinances, rules, regulations, decisions, orders and
requirements of governmental authorities and courts (including, without
limitation, environmental laws) except (i) where compliance therewith is
contested in good faith by appropriate proceedings or (ii) where non-compliance
therewith could not reasonably be expected to have a material adverse effect on
the business, condition (financial or otherwise), operations, performance,
properties or prospects of the Corporation and its subsidiaries taken as a
whole.

            (5) Investment Company Act. The Corporation will not be or become an
open-end investment trust, unit investment trust or face-amount certificate
company that is or is required to be registered under Section 8 of the
Investment Company Act of 1940, as amended, or any successor provision.

            (6) Transactions with Affiliates. The Corporation will not, and will
not permit any subsidiary of the Corporation, directly or indirectly, to pay any
funds to or for the account of, make any investment (whether by acquisition of
stock or indebtedness, by loan, advance, transfer of property, guarantee or
other agreement to pay, purchase or service, directly or indirectly, any
indebtedness, or otherwise) in, lease, sell, transfer or otherwise dispose of
any assets, tangible or intangible, to, or participate in, or effect any
transaction in connection with, any joint enterprise or other joint arrangement
with, any Affiliate of the Corporation, except, on terms to the Corporation or
such subsidiary no less favorable than terms that could be obtained by the
Corporation or such subsidiary from a person that is not an Affiliate of the
Corporation, as determined in good faith by the Board of Directors.

            Section 13. Outstanding Shares. For purposes of this Certificate of
Designations, all authorized and issued shares of Series G Convertible Preferred
Stock shall be deemed outstanding except (i) from the applicable Conversion
Date, each share of Series G Convertible Preferred Stock converted into Common
Stock, unless the Corporation shall default in its obligation to issue and
deliver shares of Common Stock upon such conversion as and when required by
Section 10; (ii) from the date of registration of transfer, all shares of Series
G Convertible Preferred Stock held of record by the Corporation or any
subsidiary or Affiliate of the Corporation (other than any original holder of
shares of Series G Convertible Preferred Stock) and (iii) from the applicable
Redemption Date, Share Limitation Redemption Date, Final Redemption Date or date
of redemption pursuant to Section 11, all shares of Series G Convertible
Preferred Stock which are redeemed or repurchased, so long as in each case the
Redemption Price, the Final Redemption Price or other repurchase price, as the
case may be, of such shares of Series G Convertible Preferred Stock shall have
been paid by

<PAGE>

the Corporation as and when due hereunder.

            Section 14. Miscellaneous.

            (a) Notices. Any notices required or permitted to be given under the
terms of this Certificate of Designations shall be in writing and shall be
delivered personally (which shall include telephone line facsimile transmission)
or by courier and shall be deemed given upon receipt, if delivered personally or
by courier (a) in the case of the Corporation, addressed to the Corporation at
15821 Ventura Boulevard, 5th Floor, Los Angeles, California 91436, Attention:
Chief Financial Officer (telephone line facsimile transmission number (818)
461-6330), or (b) in the case of any holder of shares of Series G Convertible
Preferred Stock, at such holder's address or telephone line facsimile
transmission number shown on the stock books maintained by the Corporation with
respect to the Series G Convertible Preferred Stock or such other address as the
Corporation shall have provided by notice to the holders of shares of Series G
Convertible Preferred Stock in accordance with this Section or any holder of
shares of Series G Convertible Preferred Stock shall have provided to the
Corporation in accordance with this Section.

            (b) Replacement of Certificates. Upon receipt by the Corporation of
evidence reasonably satisfactory to the Corporation of the ownership of and the
loss, theft, destruction or mutilation of any certificate for shares of Series G
Convertible Preferred Stock and (1) in the case of loss, theft or destruction,
of indemnity from the record holder of the certificate for such shares of Series
G Convertible Preferred Stock reasonably satisfactory in form to the Corporation
(and without the requirement to post any bond or other security) or (2) in the
case of mutilation, upon surrender and cancellation of the certificate for such
shares of Series G Convertible Preferred Stock, the Corporation will execute and
deliver to such holder a new certificate for such shares of Series G Convertible
Preferred Stock at the sole cost of such holder.

            (c) Overdue Amounts. Except as otherwise specifically provided in
Section 5 with respect to dividends in arrears on the Series G Convertible
Preferred Stock, whenever any amount which is due to any holder of shares of
Series G Convertible Preferred Stock is not paid to such holder when due, such
amount shall bear interest at the rate of 14% per annum (or such other rate as
shall be the maximum rate allowable by applicable law) until paid in full.

            IN WITNESS WHEREOF, e4L, Inc. has caused this Certificate of
Designations to be signed by ______________, its ___________, as of the ____ day
of March, 2000.

                                       e4L, INC.


                                       By:______________________________________
                                          Title:


<PAGE>
                                                                     EXHIBIT 4.2

                                                                        Annex II
                                                                              to
                                                                    Subscription
                                                                       Agreement

                                    e4L, INC.

                         CERTIFICATE OF DESIGNATIONS OF
                      SERIES H CONVERTIBLE PREFERRED STOCK

               (Pursuant to Section 151 of the General Corporation
                          Law of the State of Delaware)

            e4L, Inc., a Delaware corporation (the "Corporation"), in accordance
with the provisions of Section 103 of the General Corporation Law of the State
of Delaware, DOES HEREBY CERTIFY:

            That pursuant to authority vested in the Board of Directors of the
Corporation by the Certificate of Incorporation of the Corporation, the Board of
Directors of the Corporation, by unanimous written consent dated March 21, 2000,
adopted a resolution providing for the creation of a series of the Corporation's
Preferred Stock, $.01 par value, which series is designated as "Series H
Convertible Preferred Stock," which resolution is as follows:

            RESOLVED, that pursuant to authority vested in the Board of
Directors by the Certificate of Incorporation of the Corporation, the Board of
Directors does hereby provide for the creation of a series of the Preferred
Stock, $.01 par value (hereinafter called the "Preferred Stock"), of the
Corporation, and to the extent that the voting powers and the designations,
preferences and relative, participating, optional or other special rights
thereof and the qualifications, limitations or restrictions of such rights have
not been set forth in the Certificate of Incorporation of the Corporation, does
hereby fix the same as follows:

                      SERIES H CONVERTIBLE PREFERRED STOCK

            Section 1. Definitions. As used herein, the following terms shall
have the following meanings:

            "Accrual Amount" means with respect to any share of Series H
Convertible Preferred Stock on any date the amount of all accrued but unpaid
dividends, including the amount of dividends not required to be paid in cash
pursuant to Section 5(b), on such share from the Issuance Date to the date of
determination.

            "Affiliate" means, with respect to any person, any other person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with the subject person; for purposes
of this definition, "control" (including, with correlative meanings, the terms
"controlled by" and "under common control with"), as used with respect to any
person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such person,
whether through the ownership of voting securities or by contract or otherwise.

            "Aggregated Person" means, with respect to any person, any person
whose beneficial ownership of shares of Common Stock would be aggregated with
the beneficial ownership of shares of Common Stock by such person for purposes
of Section 13(d) of the Exchange Act, and Regulation 13D-G thereunder.

            "AMEX" means the American Stock Exchange, Inc.

<PAGE>

            "Average Market Price" for any date means the arithmetic average of
the Market Price for each of the ten Trading Days, whether or not consecutive,
during the applicable Measurement Period on which the lowest Market Prices
occurred.

            "Biannual Reset Date" means the date occurring every six months
after the Initial Reset Date on the same day of each sixth month as the Initial
Reset Date through the third anniversary of the Issuance Date (for example, if
the Issuance Date is March 20, 2000 and the Initial Reset Date is December 20,
2000, Biannual Reset Dates shall occur on each June 20 and December 20
thereafter through March 20, 2003).

            "Blackout Period" means any period of one or more consecutive
Trading Days, but not in excess of 15 Trading Days, occurring after the SEC
Effective Date as to which the Corporation has notified the holders of shares of
Series H Convertible Preferred Stock on or prior to such Trading Day in
accordance with Section 3(f) of the Registration Rights Agreements that they are
required, pursuant to Section 3(f) of the Registration Rights Agreements, to
suspend offers and sales of shares of Common Stock pursuant to the Registration
Statement as a result of an event of circumstance which relates to a development
concerning the business of the Corporation which development occurred subsequent
to the later of (x) the SEC Effective Date and (y) the latest date prior to such
notice on which the Corporation has amended or supplemented the Registration
Statement and as to which the Board of Directors shall have determined in good
faith that public disclosure of such event or circumstance at such time would
not be in the best interests of the Company, which determination shall be set
forth in a resolution duly adopted by the Board of Directors and copies of which
shall be furnished to the holders of shares of Series H Convertible Preferred
Stock; provided, however, that (i) no more than 15 Trading Days in the aggregate
may occur during all Blackout Periods commencing in any period of 365
consecutive days, (ii) no more than two Blackout Periods may commence in any
period of 365 consecutive days and (iii) at least 30 Trading Days must elapse
between the end of a Blackout Period and the commencement of the next Blackout
Period.

            "Board of Directors" or "Board" means the Board of Directors of the
Corporation.

            "Business Day" means any day other than a Saturday, Sunday or other
day on which commercial banks in The City of New York are authorized or required
by law to remain closed.

            "BuyItNow Warrants" means the warrants to purchase limited liability
company common unit interests in BuyItNow.com LLC, a Delaware limited liability
company, issued by the Corporation in connection with the issuance of the shares
of Series G Convertible Preferred Stock and Series H Convertible Preferred
Stock.

            "Closing Price" of the Common Stock on any date means the closing
sale price for one share of Common Stock on such date on the first applicable
among the following: (a) the NYSE or other national securities exchange on which
the shares of Common Stock are listed which constitutes the principal securities
market for the Common Stock, (b) the Nasdaq, if the Nasdaq constitutes the
principal securities market for the Common Stock on such date, or (c) the Nasdaq
SmallCap, if the Nasdaq SmallCap constitutes the principal securities market for
the Common Stock on such date, in any such case as reported by Bloomberg, L.P.
(subject to equitable adjustments from time to time on terms reasonably
acceptable to the Majority Holders for stock splits, stock dividends,
combinations, recapitalizations, reclassifications, distributions, Tender Offers
and similar events relating to the Common Stock occurring or with respect to
which "ex-" trading commences on or after the date of filing of this Certificate
of Designations with the Secretary of State of Delaware).

            "Common Stock" means the Common Stock, $.01 par value, of the
Corporation.

            "Control Notice" means a notice given by the Corporation to the
holders of shares of the Series H Convertible Preferred Stock, in accordance
with Section 7(a)(5) or Section 11(b)(4), (i) stating that an Inconvertibility
Day or an Optional Redemption Event, as the case may be, has


                                       2
<PAGE>

occurred by reason of events which are not solely within the control of the
Corporation and (ii) enclosing an executed Control Opinion.

            "Control Opinion" means a legal opinion of independent legal counsel
selected by the Company and reasonably acceptable to the Majority Holders
(notice of which acceptance or nonacceptance is given by the Majority Holders to
the Company within two Business Days of being advised of the name of such other
counsel), addressed to the holders of Series H Convertible Preferred Stock
stating that an Inconvertibility Day or an Optional Redemption Event, as the
case may be, which is the subject of a Control Notice has occurred by reason of
events which are not solely within the control of the Corporation.

            "Conversion Agent" means ChaseMellon Shareholder Services, L.L.C.,
or its duly appointed successor, as conversion agent for the Series H
Convertible Preferred Stock pursuant to the Transfer Agent Agreement.

            "Conversion Amount" initially shall be equal to $1,000.00, subject
to adjustment as herein provided.

            "Conversion Date" means, with respect to each conversion of shares
of Series H Convertible Preferred Stock pursuant to Section 10, the date on
which the Conversion Notice relating to such conversion is actually received by
the Conversion Agent, whether by mail, courier, personal service, telephone line
facsimile transmission or other means.

            "Conversion Notice" means a written notice, duly signed by or on
behalf of a holder of shares of Series H Convertible Preferred Stock, stating
the number of shares of Series H Convertible Preferred Stock to be converted in
the form specified in the Subscription Agreements.

            "Conversion Price" means:

            (1) for any Conversion Date during the period from the Issuance Date
      through the day immediately prior to the Initial Reset Date, the Fixed
      Conversion Price; and

            (2) for any Conversion Date during the Reset Period commencing on
      each Reset Date, the lesser of:

                  (a) the Fixed Conversion Price; and

                  (b) the Average Market Price during the Measurement Period for
            such Reset Date;

provided, however, that

            (A) notwithstanding clause (2) of this definition, if (i) for any 20
consecutive Trading Days commencing after the Initial Reset Date the Closing
Price of the Common Stock is greater than $5.50 per share (subject to equitable
adjustments from time to time on terms reasonably acceptable to the Majority
Holders for stock splits, stock dividends, combinations, recapitalizations,
reclassifications and similar events occurring or with respect to which "ex-"
trading commences on or after the date of filing of this Certificate of
Designations with the Secretary of State of Delaware), (ii) during such 20
Trading-Day period the Corporation shall be in compliance in all material
respects with its obligations to the holders of shares of Series G Convertible
Preferred Stock and Series H Convertible Preferred Stock (including, without
limitation, its obligations under the Subscription Agreements, the Registration
Rights Agreement, the Warrants, and the provisions of this Certificate of
Designations and the Series G Certificate of Designations), (iii) during such 20
Trading Day period the Registration Statement remains effective and available
for use by each holder of shares of Series G Convertible Preferred Stock and
Series H Convertible Preferred Stock for the resale of shares of Common Stock
acquired by such holder upon conversion of all shares of each


                                       3
<PAGE>

such series of Preferred Stock held by such holder and (iv) no Share Limitation
Event shall have occurred and be continuing, the Conversion Price shall
thereafter be the Fixed Conversion Price; and

            (B) If on any Reset Date a Share Limitation Event shall have
occurred and be continuing, (i) the Conversion Price in effect immediately prior
to such Reset Date shall continue in effect on and after such Reset Date until
the Delayed Reset Date following such Reset Date and (ii) for any Conversion
Date during the period commencing on such Delayed Reset Date and ending on the
day immediately prior to the next Biannual Reset Date, the Conversion Price
shall be the lesser of:

                  (x) the Fixed Conversion Price; and

                  (y) the Average Market Price during the Measurement Period for
      such Delayed Reset Date; and

provided further, however, that the Conversion Price applicable to a particular
conversion shall be subject to reduction as provided in Section 10(b)(6).

            "Conversion Rate" shall have the meaning provided in Section 10(a).

            "Converted Market Price" means, for any share of Series H
Convertible Preferred Stock as of any date of determination, an amount equal to
the product obtained by multiplying (x) the number of shares of Common Stock
which would, at the time of such determination, be issuable on conversion in
accordance with Section 10(a) of one share of Series H Convertible Preferred
Stock if a Conversion Notice were given by the holder of such share of Series H
Convertible Preferred Stock on the date of such determination (determined
without regard to any limitation on conversion based on beneficial ownership
contained in Section 10(a)) times (y) the average Closing Price of the Common
Stock during the five Trading Days immediately prior to the date of such
determination.

            "Corporation Optional Redemption Notice" means a notice given by the
Corporation to the holders of shares of Series H Convertible Preferred Stock
pursuant to Section 9(a) which notice shall state (1) that the Corporation is
exercising its right to redeem all or a portion of the outstanding shares of
Series H Convertible Preferred Stock pursuant to Section 9(a), (2) the number of
shares of Series H Convertible Preferred Stock held by such holder which are to
be redeemed, (3) the Redemption Price per share of Series H Convertible
Preferred Stock to be redeemed or the formula for determining the same,
determined in accordance herewith, and (4) the applicable Redemption Date.

            "Current Price" means with respect to any date the arithmetic
average of the Closing Price of the Common Stock on the 30 consecutive Trading
Days commencing 45 Trading Days before such date.

            "Delayed Reset Date" means the date which is 60 days after a Reset
Date on which Reset Date a Share Limitation Event shall have occurred and be
continuing.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Final Redemption Date" means the date or dates of redemption of
shares of Series H Convertible Preferred Stock pursuant to Section 9(b),
determined in accordance therewith.

            "Final Redemption Notice" means a notice given by the Corporation to
each holder of Series H Convertible Preferred Stock pursuant to Section 9(b),
which notice shall state (1) that the Corporation is exercising its right to
redeem outstanding shares of Series H Convertible Preferred Stock pursuant to
Section 9(b), (2) the number of shares of Series H Convertible Preferred Stock
held by such holder which are to be redeemed, (3) the Final Redemption Price per
share of Series H Convertible Preferred Stock held by such holder which are to
be redeemed, determined in


                                       4
<PAGE>

accordance herewith, and (4) the Final Redemption Date.

            "Final Redemption Price" means, for any share of Series H
Convertible Preferred Stock on any date, an amount equal to the sum of (i)
$1,000 plus (ii) an amount equal to the Accrual Amount on the share of Series H
Convertible Preferred Stock to be redeemed to the Final Redemption Date.

            "Fixed Conversion Price" means $2.9575 (subject to equitable
adjustments from time to time on terms reasonably acceptable to the Majority
Holders for stock splits, stock dividends, combinations, recapitalizations,
reclassifications, distributions, Tender Offers and similar events relating to
the Common Stock occurring or with respect to which "ex-" trading commences on
or after the date of filing of this Certificate of Designations with the
Secretary of State of the State of Delaware).

            "Generally Accepted Accounting Principles" for any person means the
generally accepted accounting principles and practices applied on a consistent
basis by such person from time to time in the preparation of its audited
financial statements.

            "Inconvertibility Day" means any Reset Date on which the Corporation
would not have been required to convert in accordance with Section 10(a) any
shares of Series H Convertible Preferred Stock as a consequence of the
limitations set forth in Section 7(a)(1) had all outstanding shares of Series H
Convertible Preferred Stock held by such holder on such Trading Day been
converted into Common Stock on such Trading Day (without regard to the
limitation, if any, on beneficial ownership by such holder contained in Section
10(a)).

            "Inconvertibility Notice" shall have the meaning provided in Section
7(a)(2).

            "Initial Reset Date" means December 21, 2000.

            "Issuance Date" means the first date of original issuance of any
shares of Series H Convertible Preferred Stock.

            "Junior Dividend Stock" means, collectively, the Common Stock and
any other class or series of capital stock of the Corporation ranking junior as
to dividends to the Series H Convertible Preferred Stock.

            "Junior Liquidation Stock" means the Common Stock or any other class
or series of the Corporation's capital stock ranking junior as to liquidation
rights to the Series H Convertible Preferred Stock.

            "Junior Stock" shall have the meaning provided in Section 10(b)(8).

            "Liquidation Preference" means, for each share of Series H
Convertible Preferred Stock, the sum of (i) an amount equal to the Accrual
Amount thereon to the date of final distribution to the holders of shares of
Series H Convertible Preferred Stock in connection with the liquidation,
dissolution or winding up of the Corporation plus (ii) accrued and unpaid
interest on cash dividends in arrears (computed in accordance with Section 5(a))
to the date of such distribution plus (iii) $1,000.00.

            "Majority Holders" means at any time the holders of shares of Series
G Convertible Preferred Stock and Series H Convertible Preferred Stock which
shares constitute a majority of the outstanding shares of Series G Convertible
Preferred Stock and Series H Convertible Preferred Stock.

            "Market Price" of the Common Stock on any date means the lowest sale
price for one share of Common Stock on such date on the first applicable among
the following: (a) the NYSE or


                                       5
<PAGE>

other national securities exchange on which the shares of Common Stock are
listed which constitutes the principal securities market for the Common Stock,
(b) the Nasdaq, if the Nasdaq constitutes the principal securities market for
the Common Stock on such date, or (c) the Nasdaq SmallCap, if the Nasdaq
SmallCap constitutes the principal securities market for the Common Stock on
such date, in any such case as reported by Bloomberg, L.P. (subject to equitable
adjustments from time to time on terms reasonably acceptable to the Majority
Holders for stock splits, stock dividends, combinations, recapitalizations,
reclassifications, distributions, Tender Offers and similar events relating to
the Common Stock occurring or with respect to which "ex-" trading commences on
or after the date of filing of this Certificate of Designations with the
Secretary of State of the State of Delaware).

            "Maximum Share Amount" means 7,581,160 shares of Common Stock, or
such greater number of shares as permitted by the rules of the NYSE or such
other securities market on which the Common Stock is then listed for trading
(such amount to be subject to equitable adjustment from time to time on terms
reasonably acceptable to the Majority Holders for stock splits, stock dividends,
combinations, recapitalizations, reclassifications, distributions, Tender Offers
and similar events relating to the Common Stock occurring or with respect to
which "ex-" trading commences after the date of filing of this Certificate of
Designations with the Secretary of State of the State of Delaware).

            "Measurement Period" means, with respect to any date, the period of
20 consecutive Trading Days ending on the Trading Day prior to such date.

            "Nasdaq" means the Nasdaq National Market.

            "Nasdaq SmallCap" means the Nasdaq SmallCap Market.

            "1933 Act" means the Securities Act of 1933, as amended.

            "NYSE" means the New York Stock Exchange, Inc.

            "Option Share Surrender" means the surrender of shares of Common
Stock to the Corporation in payment of the exercise price or tax obligations
incurred in connection with the exercise of a stock option granted by the
Corporation to any of its employees, directors or consultants.

            "Optional Redemption Event" means any one of the following events:

            (1) For any period of five consecutive Trading Days there shall be
      no closing bid price of the Common Stock on the NYSE, the AMEX, the Nasdaq
      or the Nasdaq SmallCap;

            (2) The Common Stock ceases to be listed for trading on any of the
      NYSE, the AMEX, the Nasdaq or the Nasdaq SmallCap;

            (3) The inability for 30 or more Trading Days (whether or not
      consecutive) commencing on or after the SEC Effective Date of any holder
      of shares of Series H Convertible Preferred Stock to sell any shares of
      Common Stock issued or issuable on conversion of shares of Series H
      Convertible Preferred Stock pursuant to the Registration Statement for any
      reason other than a Blackout Period on each of such 30 Trading Days;

            (4) The Corporation shall (A) default in the timely performance of
      the obligation to issue shares of Common Stock upon conversion of shares
      of Series H Convertible Preferred Stock as and when required by Section 10
      or (B) fail or default in the timely performance of any material
      obligation (other than as specifically set forth elsewhere in this
      definition) to a holder of shares of Series H Convertible Preferred Stock
      under the terms of this Certificate of Designations or under the
      Subscription Agreements, the Registration


                                       6
<PAGE>

      Rights Agreements, the Warrants or any other agreement or document entered
      into in connection with the issuance of shares of Series H Convertible
      Preferred Stock, as such instruments may be amended from time to time;

            (5) Any consolidation or merger of the Corporation with or into
      another entity (other than a merger or consolidation of a subsidiary of
      the Corporation into the Corporation or a wholly-owned subsidiary of the
      Corporation) where the shareholders of the Corporation immediately prior
      to such transaction do not collectively own at least 51% of the
      outstanding voting securities of the surviving corporation of such
      consolidation or merger immediately following such transaction or the
      common stock of such surviving corporation is not listed for trading on
      the NYSE, the AMEX, the Nasdaq or the Nasdaq SmallCap; or any sale or
      other transfer of all or substantially all of the assets of the
      Corporation; or

            (6) The taking of any action, including any amendment to the
      Corporation's Certificate of Incorporation, without the consent of the
      Majority Holders which materially and adversely affects the rights of any
      holder of shares of Series H Convertible Preferred Stock.

            "Optional Redemption Notice" means a notice from a holder of shares
of Series H Convertible Preferred Stock to the Corporation which states (1) that
the holder delivering such notice is thereby requiring the Corporation to redeem
shares of Series H Convertible Preferred Stock pursuant to Section 11, (2) in
general terms the Optional Redemption Event giving rise to such redemption, and
(3) the number of shares of Series H Convertible Preferred Stock held by such
holder which are to be redeemed.

            "Parity Dividend Stock" means any class or series of the
Corporation's capital stock ranking, as to dividends, on a parity with the
Series H Convertible Preferred Stock, including, without limitation, the Series
G Convertible Preferred Stock.

            "Parity Liquidation Stock" means any class or series of the
Corporation's capital stock having parity as to liquidation rights with the
Series H Convertible Preferred Stock, including, without limitation, the Series
G Convertible Preferred Stock.

            "Premium Percentage" means 120%.

            "Premium Price" means, for any share of Series H Convertible
Preferred Stock as of any date of determination, the product obtained by
multiplying (a) the sum of (1) the Conversion Amount plus (2) an amount equal to
the Accrual Amount on such share of Series H Convertible Preferred Stock to the
date of determination, plus (3) an amount equal to the accrued and unpaid
interest on cash dividends in arrears (as provided in Section 5) to the date of
determination times (b) the Premium Percentage.

            "Redemption Date" means the date of a redemption of shares of Series
H Convertible Preferred Stock pursuant to Section 9(a) or 11(a), as the case may
be, determined in accordance therewith.

            "Redemption Limitation Price" means, for any share of Series H
Convertible Preferred Stock as of any date of determination, an amount equal to
the product obtained by multiplying (x) the number of shares of Common Stock
which would, at the time of such determination, be issuable on conversion in
accordance with Section 10(a) of one share of Series H Convertible Preferred
Stock if the Conversion Price was the Fixed Conversion Price (determined without
regard to any limitation on conversion based on beneficial ownership contained
in Section 10(a)) times (y) the average Closing Price of the Common Stock during
the five Trading Days immediately prior to the date of such determination.

            "Redemption Price" means the greater of (i) the Premium Price on the
applicable


                                       7
<PAGE>

Redemption Date or Share Limitation Redemption Date and (ii) the Converted
Market Price on the applicable Redemption Date or Share Limitation Redemption
Date; provided, however, that the Redemption Price per share of Series H
Convertible Preferred Stock may not exceed (i) 150% of the Redemption Limitation
Price, if the Redemption Date or Share Limitation Redemption Date is prior to
the first anniversary of the Issuance Date, and (ii) 200% of the Redemption
Limitation Price, if the Redemption Date or Share Limitation Redemption Date is
on or after the first anniversary of the Issuance Date.

            "Registration Rights Agreements" means the several Registration
Rights Agreements entered into between the Corporation and the original holders
of the shares of Series G Convertible Preferred Stock and Series H Convertible
Preferred Stock, as amended or modified from time to time in accordance with
their respective terms.

            "Registration Statement" means the Registration Statement required
to be filed by the Corporation with the SEC pursuant to Section 2(a) of the
Registration Rights Agreements.

            "Reset Date" means the Initial Reset Date and each Biannual Reset
Date thereafter.

            "Reset Period" means the applicable six month period commencing on
the Initial Reset Date and on each Biannual Reset Date thereafter and ending on
the day immediately prior to the next Biannual Reset Date.

            "Rights Agreement" means the Rights Agreement, dated as of January
3, 1994, as amended, between the Corporation and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.

            "SEC" means the United States Securities and Exchange Commission.

            "SEC Effective Date" means the date the Registration Statement is
first declared effective by the SEC.

            "Senior Dividend Stock" means any class or series of capital stock
of the Corporation ranking senior as to dividends to the Series H Convertible
Preferred Stock.

            "Senior Liquidation Stock" means any class or series of capital
stock of the Corporation ranking senior as to liquidation rights to the Series H
Convertible Preferred Stock.

            "Series B Convertible Preferred Stock" means the Series B
Convertible Preferred Stock, $.01 par value, of the Corporation.

            "Series D Convertible Preferred Stock" means the Series D
Convertible Preferred Stock, $.01 par value, of the Corporation.

            "Series E Convertible Preferred Stock" means the Series E
Convertible Preferred Stock, $.01 par value, of the Corporation.

            "Series F Convertible Preferred Stock" means the Series F
Convertible Preferred Stock, $.01 par value, of the Corporation.

            "Series G Convertible Preferred Stock" means the Series H
Convertible Preferred Stock, $.01 par value, of the Corporation.

            "Series G Certificate of Designations" means the Certificate of
Designations for the Series G Convertible Preferred Stock.

            "Series H Convertible Preferred Stock" means the Series H
Convertible Preferred Stock, $.01 par value, of the Corporation.


                                       8
<PAGE>

            "Share Limitation Event" means a time at which the Corporation is
unable to issue all shares of Common Stock otherwise required to be issued upon
conversion of shares of Series H Convertible Preferred Stock by reason of the
restrictions set forth in the Stockholder Approval Rule and the Corporation has
not obtained a waiver thereof.

            "Share Limitation Redemption Date" means each date on which the
Corporation is required to redeem shares of Series H Convertible Preferred Stock
as provided in Section 7(a).

            "Stockholder Approval" shall mean the approval by a majority of the
votes cast by the holders of shares of Common Stock (in person or by proxy) at a
meeting of the stockholders of the Corporation (duly convened at which a quorum
was present), or a written consent of holders of shares of Common Stock entitled
to such number of votes given without a meeting, of the issuance by the
Corporation of 20% or more of the Common Stock of the Corporation outstanding on
the Issuance Date for less than the greater of the book or market value of such
Common Stock on conversion of the Series G Convertible Preferred Stock and the
Series H Convertible Preferred Stock, as and to the extent required under the
Stockholder Approval Rule.

            "Stockholder Approval Rule" means Paragraph 312.03(c) of the NYSE
Listed Company Manual as in effect from time to time or any successor,
replacement or similar rule or regulation of the NYSE or any other principal
securities market on which the Common Stock is listed for trading.

            "Subscription Agreements" means the several Subscription Agreements
by and between the Corporation and the original holders of shares of Series G
Convertible Preferred Stock and Series H Convertible Preferred Stock pursuant to
which the shares of Series G Convertible Preferred Stock and Series H
Convertible Preferred Stock were issued.

            "Tender Offer" means a tender offer or exchange offer.

            "Trading Day" means a day on whichever of (x) the national
securities exchange, (y) the Nasdaq or (z) the Nasdaq SmallCap which at the time
constitutes the principal securities market for the Common Stock is open for
general trading.

            "Transfer Agent Agreement" means the Transfer Agent Agreement, dated
as of March 21, 2000, by and among the Corporation, the Conversion Agent and the
original holders of the Series G Convertible Preferred Stock and the Series H
Convertible Preferred Stock for the benefit of the holders from time to time of
shares of Series G Convertible Preferred Stock and Series H Convertible
Preferred Stock.

            "Warrants" means the Common Stock Purchase Warrants and the BuyItNow
Warrants issued by the Corporation in connection with the issuance of the shares
of Series G Convertible Preferred Stock and Series H Convertible Preferred
Stock.

            Section 2. Designation and Amount. The shares of such series shall
be designated as "Series H Convertible Preferred Stock", and the number of
shares constituting the Series H Convertible Preferred Stock shall be 5,000, and
shall not be subject to increase. The Corporation shall not issue any shares of
Series H Convertible Preferred Stock other than pursuant to the Subscription
Agreements, unless such issuance shall have been approved by the Majority
Holders. Any shares of Series H Convertible Preferred Stock which are redeemed
by the Corporation and retired and any shares of Series H Convertible Preferred
Stock which are converted in accordance with Section 10 shall be restored to the
status of authorized, unissued and undesignated shares of the Corporation's
class of Preferred Stock and shall not be subject to issuance, and may not
thereafter be outstanding, as shares of Series H Convertible Preferred Stock.

            Section 3. Series H Convertible Preferred Stock Capital. The amount
to be represented in the Series H Convertible Preferred Stock capital of the
Corporation at all times for


                                       9
<PAGE>

each outstanding share of Series H Convertible Preferred Stock shall be the
greater of (i) the Premium Price and (ii) the Converted Market Price. The
Corporation shall take such action as may be required to maintain the amount
required by this Section 3 to be represented in stated capital for the Series H
Convertible Preferred Stock capital not less frequently than quarterly.

            Section 4. Rank. All Series H Convertible Preferred Stock shall rank
(i) senior to the Common Stock, now or hereafter issued, as to payment of
dividends and distribution of assets upon liquidation, dissolution, or winding
up of the Corporation, whether voluntary or involuntary, (ii) on a parity with
all other series or classes of Preferred Stock outstanding immediately prior to
the Issuance Date, including, without limitation, the Series B Convertible
Preferred Stock, the Series D Convertible Preferred Stock, the Series E
Convertible Preferred Stock and the Series F Convertible Preferred Stock, both
as to payment of dividends and as to distribution of assets upon liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
(iii) on a parity with the Series G Convertible Preferred Stock both as to
payment of dividends and as to distribution of assets upon liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
(iv) senior to any additional series of the class of Preferred Stock which
series the Board of Directors may from time to time authorize, both as to
payment of dividends and as to distributions of assets upon liquidation,
dissolution, or winding up of the Corporation, whether voluntary or involuntary,
and (v) senior to any additional class of preferred stock (or series of
preferred stock of such class) which the Board of Directors or the stockholders
may from time to time authorize in accordance herewith.

            Section 5. Dividends and Distributions. (a) The holders of shares of
Series H Convertible Preferred Stock shall be entitled to receive, when, as, and
if declared by the Board of Directors out of funds legally available for such
purpose, dividends at the rate of $40.00 per annum per share, and no more, which
shall be fully cumulative, shall accrue without interest (except as otherwise
provided herein as to dividends in arrears) from the date of original issuance
of each share of Series H Convertible Preferred Stock and shall be payable
quarterly on March 1, June 1, September 1 and December 1 of each year commencing
June 1, 2000 (except that if any such date is a Saturday, Sunday, or legal
holiday, then such dividend shall be payable on the next succeeding day that is
not a Saturday, Sunday, or legal holiday) to holders of record as they appear on
the stock books of the Corporation on such record dates, not more than 20 nor
less than 10 days preceding the payment dates for such dividends, as shall be
fixed by the Board. Dividends on the Series H Convertible Preferred Stock shall
be paid in cash or, in lieu of paying such dividends and subject to the
limitations in Section 5(b) hereof, the amount of such dividends shall be
included in the Accrual Amount for each share, at the option of the Corporation
as hereinafter provided. The amount of the dividends payable per share of Series
H Convertible Preferred Stock for each quarterly dividend period shall be
computed by dividing the annual dividend amount by four. The amount of dividends
payable for the initial dividend period and any period shorter than a full
quarterly dividend period shall be computed on the basis of a 360-day year of
twelve 30-day months. Dividends required to be paid in cash pursuant to Section
5(b) which are not paid within five days of a payment date, whether or not such
dividends have been declared, will bear interest at the rate of 14% per annum
until paid (or such lesser rate as shall be the maximum rate allowable by
applicable law). Except as provided in the Rights Agreement, no dividends or
other distributions, other than the dividends payable solely in shares of any
Junior Dividend Stock, shall be paid or set apart for payment on any shares of
Junior Dividend Stock, and no purchase, redemption, or other acquisition shall
be made by the Corporation of any shares of Junior Dividend Stock (except for
Option Share Surrenders), unless and until all accrued and unpaid cash dividends
on the Series H Convertible Preferred Stock and interest on dividends in arrears
at the rate specified herein shall have been paid or declared and set apart for
payment.

            If at any time any dividend on any Senior Dividend Stock shall be in
arrears, in whole or in part, no dividend shall be paid or declared and set
apart for payment on the Series H Convertible Preferred Stock unless and until
all accrued and unpaid dividends with respect to the Senior Dividend Stock,
including the full dividends for the then current dividend period, shall have
been paid or declared and set apart for payment, without interest. No full
dividends shall be paid or


                                       10
<PAGE>

declared and set apart for payment on any Parity Dividend Stock for any period
unless all accrued but unpaid dividends (and interest on dividends in arrears at
the rate specified herein) have been, or contemporaneously are, paid or declared
and set apart for such payment on the Series H Convertible Preferred Stock. No
full dividends shall be paid or declared and set apart for payment on the Series
H Convertible Preferred Stock for any period unless all accrued but unpaid
dividends have been, or contemporaneously are, paid or declared and set apart
for payment on the Parity Dividend Stock for all dividend periods terminating on
or prior to the date of payment of such full dividends. When dividends are not
paid in full upon the Series H Convertible Preferred Stock and the Parity
Dividend Stock, all dividends paid or declared and set apart for payment upon
shares of Series H Convertible Preferred Stock (and interest on dividends in
arrears at the rate specified herein) and the Parity Dividend Stock shall be
paid or declared and set apart for payment pro rata, so that the amount of
dividends paid or declared and set apart for payment per share on the Series H
Convertible Preferred Stock and the Parity Dividend Stock shall in all cases
bear to each other the same ratio that accrued and unpaid dividends per share on
the shares of Series H Convertible Preferred Stock and the Parity Dividend Stock
bear to each other.

            Any references to "distribution" contained in this Section 5 shall
not be deemed to include any stock dividend or distributions made in connection
with any liquidation, dissolution, or winding up of the Corporation, whether
voluntary or involuntary.

            (b) If (x) prior to any dividend payment date the Corporation
notifies the holders of Series H Convertible Preferred Stock that the dividends
with respect to such date will be paid in cash or (y) on any dividend payment
date the Corporation is not in compliance in all material respects with its
obligations to the holders of the Series G Convertible Preferred Stock and the
Series H Convertible Preferred Stock (including, without limitation, its
obligations under the Subscription Agreements, the Registration Rights
Agreements, the Warrants, this Certificate of Designations and the Series G
Certificate of Designations), such dividends must be timely paid in cash. If
clauses (x) or (y) of the foregoing sentence do not apply on any dividend
payment date, the Corporation may, but shall not be required to, pay the
applicable dividends in cash. The amount of any dividends not paid in cash shall
be included in the Accrual Amount for each share of Series H Convertible
Preferred Stock.

            (c) Except as provided in the Rights Agreement, neither the
Corporation nor any subsidiary of the Corporation shall redeem, repurchase or
otherwise acquire in any one transaction or series of related transactions any
shares of Common Stock, Parity Dividend Stock, Parity Liquidation Stock, Junior
Dividend Stock or Junior Liquidation Stock if the number of shares so
repurchased, redeemed or otherwise acquired in such transaction or series of
related transactions (excluding any Option Share Surrender) is more than either
(x) 5% of the number of shares of Common Stock, Parity Dividend Stock, Parity
Liquidation Stock, Junior Dividend Stock or Junior Liquidation Stock, as the
case may be, outstanding immediately prior to such transaction or series of
related transactions or (y) 1% of the number of shares of Common Stock, Parity
Dividend Stock, Parity Liquidation Stock, Junior Dividend Stock or Junior
Liquidation Stock, as the case may be, outstanding immediately prior to such
transaction or series of related transactions if such transaction or series of
related transactions is with any one person or group of affiliated persons,
unless the Corporation or such subsidiary offers to purchase for cash from each
holder of shares of Series H Convertible Preferred Stock at the time of such
redemption, repurchase or acquisition the same percentage of such holder's
shares of Series H Convertible Preferred Stock as the percentage of the number
of outstanding shares of Common Stock, Parity Dividend Stock, Parity Liquidation
Stock, Junior Dividend Stock or Junior Liquidation Stock, as the case may be, to
be so redeemed, repurchased or acquired at a purchase price per share of Series
H Convertible Preferred Stock equal to the greater of (i) the Premium Price in
effect on the date of purchase pursuant to this Section 5(c) and (ii) the
Converted Market Price on the date of purchase pursuant to this Section 5(c).

            (d) Neither the Corporation nor any subsidiary of the Corporation
shall (1) make any Tender Offer for outstanding shares of Common Stock, unless
the Corporation contemporaneously therewith makes an offer, or (2) enter into an
agreement regarding a Tender


                                       11
<PAGE>

Offer for outstanding shares of Common Stock by any person other than the
Corporation or any subsidiary of the Corporation, unless such person agrees with
the Corporation to make an offer, in either such case to each holder of
outstanding shares of Series H Convertible Preferred Stock to purchase for cash
at the time of purchase in such Tender Offer the same percentage of shares of
Series H Convertible Preferred Stock held by such holder as the percentage of
outstanding shares of Common Stock offered to be purchased in such Tender Offer
at a price per share of Series H Convertible Preferred Stock equal to the
greater of (i) the Premium Price in effect on the date of purchase pursuant to
this Section 5(d) and (ii) the Converted Market Price on the date of purchase
pursuant to this Section 5(d).

            Section 6. Liquidation Preference. In the event of a liquidation,
dissolution, or winding up of the Corporation, whether voluntary or involuntary,
the holders of Series H Convertible Preferred Stock shall be entitled to receive
out of the assets of the Corporation, whether such assets constitute stated
capital or surplus of any nature, an amount per share of Series H Convertible
Preferred Stock equal to the Liquidation Preference, and no more, before any
payment shall be made or any assets distributed to the holders of Junior
Liquidation Stock; provided, however, that such rights shall accrue to the
holders of Series H Convertible Preferred Stock only in the event that the
Corporation's payments with respect to the liquidation preference of the holders
of Senior Liquidation Stock are fully met. After the liquidation preferences of
the Senior Liquidation Stock are fully met, the entire assets of the Corporation
available for distribution shall be distributed ratably among the holders of the
Series H Convertible Preferred Stock and any Parity Liquidation Stock in
proportion to the respective preferential amounts to which each is entitled (but
only to the extent of such preferential amounts). After payment in full of the
liquidation price of the shares of the Series H Convertible Preferred Stock and
the Parity Liquidation Stock, the holders of such shares shall not be entitled
to any further participation in any distribution of assets by the Corporation.
Neither a consolidation or merger of the Corporation with another corporation
nor a sale or transfer of all or part of the Corporation's assets for cash,
securities, or other property in and of itself will be considered a liquidation,
dissolution or winding up of the Corporation.

            Section 7. Mandatory Redemption.

            (a) Mandatory Redemption Based on Maximum Share Amount. (1)
Notwithstanding any other provision herein, unless the Stockholder Approval
shall have been obtained from the stockholders of the Corporation or waived by
the NYSE or other securities market on which the Common Stock is then listed, so
long as the Common Stock is listed on the NYSE, the AMEX, the Nasdaq or the
Nasdaq SmallCap, the Corporation shall not be required to issue upon conversion
of shares of Series H Convertible Preferred Stock pursuant to Section 10 and
upon conversion of shares of Series G Convertible Preferred Stock pursuant to
Section 10 of the Series G Certificate of Designations more than the Maximum
Share Amount. The Maximum Share Amount shall be allocated among the shares of
Series G Convertible Preferred Stock and Series H Convertible Preferred Stock at
the time of initial issuance thereof pro rata based on the initial issuance of
5,000 shares of each such series. Each certificate for shares of Series H
Convertible Preferred Stock initially issued shall bear a notation as to the
number of shares constituting the portion of the Maximum Share Amount allocated
to the shares of Series H Convertible Preferred Stock represented by such
certificate for purposes of conversion thereof. Upon surrender of any
certificate for shares of Series H Convertible Preferred Stock for transfer or
re-registration thereof (or, at the option of the holder, for conversion
pursuant to Section 10(a) of less than all of the shares of Series H Convertible
Preferred Stock represented thereby), the Corporation shall make a notation on
the new certificate issued upon such transfer or re-registration or evidencing
such unconverted shares, as the case may be, as to the remaining number of
shares of Common Stock from the Maximum Share Amount remaining available for
conversion of the shares of Series H Convertible Preferred Stock evidenced by
such new certificate. If any certificate for shares of Series H Convertible
Preferred Stock is surrendered for split-up into two or more certificates
representing an aggregate number of shares of Series H Convertible Preferred
Stock equal to the number of shares of Series H Convertible Preferred Stock
represented by the certificate so surrendered (as reduced by any contemporaneous
conversion of shares of Series H Convertible Preferred Stock represented by


                                       12
<PAGE>

the certificate so surrendered), each certificate issued on such split-up shall
bear a notation of the portion of the Maximum Share Amount allocated thereto
determined by pro rata allocation from among the remaining portion of the
Maximum Share Amount allocated to the certificate so surrendered. If any shares
of Series H Convertible Preferred Stock represented by a single certificate are
converted in full pursuant to Section 10, all of the portion of the Maximum
Share Amount allocated to such shares of Series H Convertible Preferred Stock
which remains unissued after such conversion shall be re-allocated pro rata to
the outstanding shares of Series H Convertible Preferred Stock held of record by
the holder of record at the close of business on the date of such conversion of
the shares of Series H Convertible Preferred Stock so converted, and if there
shall be no other shares of Series H Convertible Preferred Stock held of record
by such holder at the close of business on such date, then such portion of the
Maximum Share Amount shall be allocated pro rata among the shares of Series H
Convertible Preferred Stock outstanding on such date.

            (2) On an applicable Reset Date or as soon as possible thereafter,
but in no event later than three Business Days thereafter, the Corporation shall
give notice to each holder of shares of Series H Convertible Preferred Stock (by
telephone line facsimile transmission at such number as such holder has
specified in writing to the Corporation for such purposes or, if such holder
shall not have specified any such number, by overnight courier or first class
mail, postage prepaid, at such holder's address as the same appears on the stock
books of the Corporation) and any holder of shares of Series H Convertible
Preferred Stock may at any time after the occurrence give notice to the
Corporation, in either case, if on any Reset Date the Corporation would not have
been required to convert shares of Series H Convertible Preferred Stock of such
holder in accordance with Section 10(a) as a consequence of the limitations set
forth in Section 7(a)(1) had the shares of Series H Convertible Preferred Stock
held by such holder been converted in full into Common Stock on each such day,
determined without regard to the limitation, if any, on such holder contained in
the proviso to the second sentence of Section 10(a) (any such notice, whether
given by the Corporation or a holder, an "Inconvertibility Notice"). If the
Corporation shall have given or been required to give any Inconvertibility
Notice, or if a holder shall have given any Inconvertibility Notice, then on the
Delayed Reset Date resulting from such Share Limitation Event, or, if no
Inconvertibility Notice has been received or given by a holder, on such date
thereafter when a holder first receives or gives an Inconvertibility Notice, the
holder receiving or giving, as the case may be, such Inconvertibility Notice
shall have the right by written notice to the Corporation (which written notice
may be contained in the Inconvertibility Notice given by such holder) to direct
the Corporation to redeem the portion of such holder's outstanding shares of
Series H Convertible Preferred Stock (which, if applicable, shall be all of such
holder's outstanding shares of Series H Convertible Preferred Stock) as shall
not, on the Business Day prior to the date of such redemption, be convertible
into shares of Common Stock by reason of the limitations set forth in Section
7(a)(1) (determined without regard to the limitation, if any, on beneficial
ownership of Common Stock by such holder contained in the proviso to the second
sentence of Section 10(a)), within five Business Days after such holder so
directs the Corporation, at a price per share equal to the Redemption Price;
provided, however, that if (i) on or before such Delayed Reset Date the
Corporation gives notice to each holder that it has elected to seek to obtain
Stockholder Approval, (ii) thereafter the Corporation complies with the
procedures for seeking Stockholder Approval set forth in Section 7(a)(5)(A) and
uses its best efforts to obtain Stockholder Approval and (iii) Stockholder
Approval is obtained within 60 days after the Delayed Reset Date, then the
Corporation shall not be required to redeem any shares of Series H Convertible
Preferred Stock by reason of such Inconvertibility Notice. If for any reason the
Corporation fails to obtain such Stockholder Approval within such 60-day period,
within five Business Days after the occurrence of such failure the Corporation
shall redeem all shares which at any time prior thereto have been directed to be
redeemed by holders of Series H Convertible Preferred Stock in accordance with
the immediately preceding sentence. If a holder of shares of Series H
Convertible Preferred Stock directs the Corporation to redeem outstanding shares
of Series H Convertible Preferred Stock and, on the Trading Day prior to the
date the Corporation is required to redeem such shares of Series H Convertible
Preferred Stock, the Corporation would have been able, within the limitations
set forth in Section 7(a)(1), to convert all of such holder's shares of Series H
Convertible Preferred Stock (determined without regard to the limitation, if
any, on beneficial ownership of shares of Common Stock by such holder contained
in the proviso to the second


                                       13
<PAGE>

sentence of Section 10(a)) had all of such holder's shares of Series H
Convertible Preferred Stock been surrendered for conversion into Common Stock on
such Trading Day, then the Corporation shall not be required to redeem any
shares of Series H Convertible Preferred Stock by reason of such
Inconvertibility Notice.

            (3) Notwithstanding the giving of any Inconvertibility Notice by the
Corporation to the holders of Series H Convertible Preferred Stock pursuant to
Section 7(a)(2) or the giving or the absence of any notice by the holders of the
Series H Convertible Preferred Stock in response thereto or any redemption of
shares of Series H Convertible Preferred Stock pursuant to Section 7(a)(2),
thereafter the provisions of Section 7(a)(2) shall continue to be applicable on
any occasion unless the Stockholder Approval shall have been obtained from the
stockholders of the Corporation or waived by the NYSE, the Nasdaq or other
securities market on which the Common Stock is listed for trading.

            (4) On each Share Limitation Redemption Date (or such later date as
a holder of shares of Series H Convertible Preferred Stock shall surrender to
the Corporation the certificate(s) for the shares of Series H Convertible
Preferred Stock being redeemed pursuant to this Section 7(a)), the Corporation
shall make payment in immediately available funds of the applicable Redemption
Price to such holder of shares of Series H Convertible Preferred Stock to be
redeemed to or upon the order of such holder as specified by such holder in
writing to the Corporation at least one Business Day prior to such Share
Limitation Redemption Date. Upon redemption of less than all of the shares of
Series H Convertible Preferred Stock evidenced by a particular certificate,
promptly, but in no event later than three Business Days after surrender of such
certificate to the Corporation, the Corporation shall issue a replacement
certificate for the shares of Series H Convertible Preferred Stock evidenced by
such certificate which have not been redeemed. Only whole shares of Series H
Convertible Preferred Stock may be redeemed.

            (5) (A) Notwithstanding any other provision of this Certificate of
Designations, if an Inconvertibility Day occurs by reason of events which are
not solely within the control of the Corporation, the Corporation shall have the
right to give a Control Notice to the holders of Series H Convertible Preferred
Stock at any time after such Inconvertibility Day occurs and prior to the
earlier of (1) the date on which all holders of shares of Series H Convertible
Preferred Stock who had the right (other than as limited by this Section
7(a)(5)) to require redemption of any shares of Series H Convertible Preferred
Stock by reason of the occurrence of such Inconvertibility Day no longer have
such right and (2) the applicable Share Limitation Redemption Date by reason of
the earliest notice given by any holder of shares of Series H Convertible
Preferred Stock directing the Corporation to redeem such shares in accordance
with Section 7(a)(2) by reason of such Inconvertibility Day. For purposes of
this Section 7(a)(5), an Inconvertibility Day shall be deemed to have occurred
by reason of events which are not solely within the control of the Corporation
if a requirement of the Corporation to redeem, or a right of any holder of
shares of Series H Convertible Preferred Stock to require redemption of, shares
of Series H Convertible Preferred Stock by reason thereof would result in the
Corporation being required to classify the Series H Convertible Preferred Stock
as redeemable preferred stock on a balance sheet of the Corporation prepared in
accordance with Generally Accepted Accounting Principles and Regulation S-X of
the SEC. If the Corporation timely gives a Control Notice to the holders of
shares of Series H Convertible Preferred Stock, then, in lieu of payment of the
Redemption Price pursuant to a redemption notice given by any holder of shares
of Series H Convertible Preferred Stock in accordance with Section 7(a)(2) by
reason of such Inconvertibility Day and commencing on such Inconvertibility Day,
the Conversion Price for all outstanding shares of Series H Convertible
Preferred Stock will be 80% of the amount the Conversion Price would otherwise
be. Such adjustment of the Conversion Price shall continue in effect until the
earliest of (x) the date which is 90 days after the Stockholder Approval shall
have been obtained from the stockholders of the Corporation or waived by the
NYSE or other securities market on which the Common Stock is then listed, (y)
the date any further adjustments are made following a failure to obtain the
Stockholder Approval as provided below, and (z) the date when shares of Series H
Convertible Preferred Stock are no longer outstanding. On or after the date the
Corporation gives such Control Notice, upon


                                       14
<PAGE>

notice from the Majority Holders, the Corporation promptly shall call a special
meeting of its stockholders, to be held not later than 60 days after such notice
is given, to seek the Stockholder Approval and shall use its best efforts to
obtain the Stockholder Approval. The Corporation shall prepare and file with the
SEC within 20 days after such notice is given preliminary proxy materials which
set forth a proposal to seek such Stockholder Approval. The Corporation shall
provide the Majority Holders an opportunity to consult with the Corporation
regarding the content of such proxy materials insofar as it relates to the
Stockholder Approval by providing copies of such preliminary proxy materials and
any revised preliminary proxy materials to the Majority Holders a reasonable
period of time prior to their filing with the SEC. The Corporation shall furnish
to each holder of shares of Series H Convertible Preferred Stock a copy of its
definitive proxy materials for such special meeting and any amendments or
supplements thereto promptly after the same are mailed to stockholders or filed
with the SEC. To the extent holders of shares of Series H Convertible Preferred
Stock are authorized or required by law to vote such shares at such special
meeting, the holders shall vote in favor of the Stockholder Approval proposal.
Upon the earlier of (i) the failure to obtain the Stockholder Approval at the
special meeting or (ii) the failure to hold the special meeting within such
60-day period, the Corporation shall so notify the holders of shares of Series H
Convertible Preferred Stock and, if requested by notice to the Corporation from
the Majority Holders, commencing on the Business Day following the Corporation's
receipt of such notice, the Conversion Price of the outstanding shares of Series
H Convertible Preferred Stock will be 60% of the amount the Conversion Price
would otherwise be without regard to other adjustments pursuant to this Section
7(a)(5) or Section 11(b)(4).

            (B) If and for so long as an adjustment of the Conversion Price is
simultaneously required by this Section 7(a)(5) and by Section 11(b)(4), the
applicable Conversion Price shall be the lower of the two amounts required by
each such section.

            (C) The rights of holders of shares of Series H Convertible
Preferred Stock to require redemption of their shares and exercise other rights
pursuant to Sections 7(a)(1) through 7(a)(4) by reason of an Inconvertibility
Day as to which the Corporation does not have a right to give a Control Notice,
or fails to exercise such right on a timely basis, shall not be limited by the
operation of this Section 7(a)(5).

            (b) No Other Mandatory Redemption. The shares of Series H
Convertible Preferred Stock shall not be subject to mandatory redemption by the
Corporation at the option of the Holders except as provided in Section 7(a) and
Section 11.

            Section 8. No Sinking Fund. The shares of Series H Convertible
Preferred Stock shall not be subject to the operation of a purchase, retirement
or sinking fund.

            Section 9. Optional Redemption.

            (a) Corporation Optional Redemption. If (1) the Corporation shall be
in compliance in all material respects with its obligations to the holders of
shares of Series G Convertible Preferred Stock and Series H Convertible
Preferred Stock (including, without limitation, its obligations under the
Subscription Agreements, the Registration Rights Agreements, the Warrants and
the provisions of this Certificate of Designations and the Series G Certificate
of Designations), (2) on the date the Corporation Optional Redemption Notice is
given and at all times until the Redemption Date, the Registration Statement is
effective and available for use by each holder of shares of Series G Convertible
Preferred Stock and Series H Convertible Preferred Stock for the resale of
shares of Common Stock acquired by such holder upon conversion of all shares of
Series G Convertible Preferred Stock and Series H Convertible Preferred Stock
held by such holder and (3) no Optional Redemption Event shall have occurred
with respect to which, on the date a Corporation Optional Redemption Notice is
to be given or on the Redemption Date, any holder of shares of Series H
Convertible Preferred Stock (A) shall be entitled to exercise optional
redemption rights under Section 11 by reason of such Optional Redemption Event
or (B) shall have exercised optional redemption rights under Section 11 by
reason of such Optional Redemption Event and the


                                       15
<PAGE>

Corporation shall not have paid the Redemption Price to such holder, then the
Corporation shall have the right, exercisable by giving a Corporation Optional
Redemption Notice not less than 15 Trading Days or more than 25 Trading Days
prior to the Redemption Date to all holders of record of the shares of Series H
Convertible Preferred Stock, at any time to redeem all or from time to time to
redeem any part of the outstanding shares of Series H Convertible Preferred
Stock in accordance with this Section 9(a). If the Corporation shall redeem less
than all outstanding shares of Series H Convertible Preferred Stock, such
redemption shall be made as nearly as practical pro rata from all holders of
shares of Series H Convertible Preferred Stock. Any Corporation Optional
Redemption Notice under this Section 9(a) shall be given to the holders of
record of the shares of Series H Convertible Preferred Stock at their addresses
appearing on the records of the Corporation; provided, however, that any failure
or defect in the giving of such notice to any such holder shall not affect the
validity of notice to or the redemption of shares of Series H Convertible
Preferred Stock of any other holder. On the Redemption Date (or such later date
as a holder of shares of Series H Convertible Preferred Stock surrenders to the
Corporation the certificate(s) for shares of Series H Convertible Preferred
Stock to be redeemed pursuant to this Section 9(a)), the Corporation shall make
payment of the applicable Redemption Price to each holder of shares of Series H
Convertible Preferred Stock to be redeemed in immediately available funds to
such account as specified by such holder in writing to the Corporation at least
one Business Day prior to the Redemption Date. A holder of shares of Series H
Convertible Preferred Stock to be redeemed pursuant to this Section 9(a) shall
be entitled to convert in accordance with Section 10 such shares of Series H
Convertible Preferred Stock (x) through the day prior to the Redemption Date and
(y) if the Corporation shall fail to pay the Redemption Price of any share of
Series H Convertible Preferred Stock when due, at any time after the due date
thereof until such date as the Corporation pays the Redemption Price of such
share of Series H Convertible Preferred Stock. No share of Series H Convertible
Preferred Stock as to which the holder exercises the right of conversion
pursuant to Section 10 or the optional redemption right pursuant to Section 11
may be redeemed by the Corporation pursuant to this Section 9(a) on or after the
date of exercise of such conversion right or optional redemption right, as the
case may be, regardless of whether the Corporation Optional Redemption Notice
shall have been given prior to, on or after the date of exercise of such
conversion right or optional redemption right, as the case may be.

            (b) Final Redemption. The Corporation shall have the right to redeem
all or from time to time any part of the outstanding shares of Series H
Convertible Preferred Stock at any time on or after the date which is 1,096 days
after the Issuance Date so long as (1) the Corporation shall be in compliance in
all material respects with its obligations to the holders of the Series G
Convertible Preferred Stock and Series H Convertible Preferred Stock (including,
without limitation, its obligations under the Subscription Agreements, the
Registration Rights Agreements, the Warrants, this Certificate of Designations
and the Series G Certificate of Designations) and (2) no Optional Redemption
Event shall have occurred with respect to which on the date a Final Redemption
Notice is to be given or on the Final Redemption Date, any holder of shares of
Series H Convertible Preferred Stock (a) shall be entitled to exercise optional
redemption rights under Section 11 by reason of such Optional Redemption Event
or (b) shall have exercised optional redemption rights under Section 11 by
reason of such Optional Redemption Event and the Corporation shall not have paid
the Redemption Price to such holder. In order to exercise its rights under this
Section 9(b), the Corporation shall give a Final Redemption Notice not less than
30 Trading Days or more than 50 Trading Days prior to the Final Redemption Date
to all holders of record of the shares of Series H Convertible Preferred Stock.
Any Final Redemption Notice shall be given to the holders of record of the
shares of Series H Convertible Preferred Stock by telephone line facsimile
transmission to such number as shown on the records of the Corporation for such
purpose; provided, however, that any failure or defect in the giving of such
notice to any such holder shall not affect the validity of notice to or the
redemption of shares of Series H Convertible Preferred Stock of any other
holder. On the Final Redemption Date (or such later date as a holder of shares
of Series H Convertible Preferred Stock surrenders to the Corporation the
certificate(s) for shares of Series H Convertible Preferred Stock to be redeemed
pursuant to this Section 9(b)), the Corporation shall make payment of the
applicable Final Redemption Price to each holder of shares of Series H
Convertible Preferred Stock to be redeemed in immediately available funds to
such


                                       16
<PAGE>

account as specified by such holder in writing to the Corporation at least one
Business Day prior to the Final Redemption Date. A holder of shares of Series H
Convertible Preferred Stock to be redeemed pursuant to this Section 9(b) shall
be entitled to convert in accordance with Section 10 such shares of Series H
Convertible Preferred Stock (x) through the day prior to the Final Redemption
Date and (y) if the Corporation shall fail to pay the Final Redemption Price of
any share of Series H Convertible Preferred Stock when due, at any time after
the due date thereof until such date as the Corporation pays the Final
Redemption Price of such share of Series H Convertible Preferred Stock to such
holder. No share of Series H Convertible Preferred Stock as to which a holder
exercises the right of conversion pursuant to Section 10 or the optional
redemption right pursuant to Section 11 may be redeemed by the Corporation
pursuant to this Section 9(b) on or after the date of exercise of such
conversion right or optional redemption right, as the case may be, regardless of
whether the Final Redemption Notice shall have been given prior to, on or after
the date of exercise of such conversion right or optional redemption right, as
the case may be.

            (c) Redemption of Other Series of Preferred Stock. Any redemption of
shares of Series H Convertible Preferred Stock pursuant to this Section 9 shall
be made at the same time as a redemption by the Company of a pro rata portion of
the shares of Series G Convertible Preferred Stock outstanding at the time a
redemption notice is given pursuant to this Section 9. The Company shall not
redeem any of the shares of Series G Convertible Preferred Stock pursuant to the
provisions thereof similar to this Section 9 or repurchase or otherwise acquire
any shares of Series G Convertible Preferred Stock unless the Company offers
simultaneously to redeem, repurchase or otherwise acquire a pro rata portion of
the outstanding shares of Series H Convertible Preferred Stock for cash at the
same price as such shares of Series G Convertible Preferred Stock.

            (d) No Other Optional Redemption. The shares of Series H Convertible
Preferred Stock shall not be subject to redemption at the option of the
Corporation except as provided in Sections 9(a) and 9(b).

            Section 10. Conversion.

            (a) Conversion at Option of Holder. The holders of the Series H
Convertible Preferred Stock may at any time on or after the Issuance Date
convert at any time all or from time to time any part of their shares of Series
H Convertible Preferred Stock into fully paid and nonassessable shares of Common
Stock and such other securities and property as herein provided, except that no
such conversion shall be for less than 50 shares of Series H Convertible
Preferred Stock unless the holder so converting holds less than 50 shares of
Series H Convertible Preferred Stock and is converting all of such shares held
by such holder. Holders of shares of Series H Convertible Preferred Stock shall
be entitled, with respect to the shares of Common Stock or other securities
issued or issuable upon conversion thereof, to the benefits available to the
holders of Common Stock under the Rights Agreement or any similar plan or
arrangement. Each share of Series H Convertible Preferred Stock may be converted
at the office of the Conversion Agent or at such other additional office or
offices, if any, as the Board of Directors may designate, into such number of
fully paid and nonassessable shares of Common Stock (calculated as to each
conversion to the nearest 1/100th of a share) determined by dividing (x) the sum
of (i) the Conversion Amount, (ii) an amount equal to the Accrual Amount on the
share of Series H Convertible Preferred Stock being converted to the applicable
Conversion Date, and (iii) accrued but unpaid interest on the dividends required
to be paid in cash on the share of Series H Convertible Preferred Stock being
converted in arrears to the applicable Conversion Date at the rate provided in
Section 5 by (y) the Conversion Price for such Conversion Date (the "Conversion
Rate"); provided, however, that in no event shall any holder of shares of Series
H Convertible Preferred Stock be entitled to convert any shares of Series H
Convertible Preferred Stock in excess of that number of shares of Series H
Convertible Preferred Stock upon conversion of which the sum of (1) the number
of shares of Common Stock beneficially owned by such holder and all Aggregated
Persons of such holder (other than shares of Common Stock deemed beneficially
owned through the ownership of (x) unconverted shares of Series H Convertible
Preferred Stock and (y) the unconverted or unexercised portion of any
instrument, including, without limitation, the Series G Convertible Preferred
Stock and the Warrants,


                                       17
<PAGE>

which contains limitations similar to those set forth in this sentence) and (2)
the number of shares of Common Stock issuable upon the conversion of the number
of shares of Series H Convertible Preferred Stock with respect to which the
determination in this proviso is being made, would result in beneficial
ownership by such holder and all Aggregated Persons of such holder of more than
4.9% of the outstanding shares of Common Stock. For purposes of the proviso to
the immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and Regulation 13D-G
thereunder, except as otherwise provided in clause (1) of the proviso to the
immediately preceding sentence.

            (b) Other Provisions. (1) Notwithstanding anything in this Section
10(b) to the contrary, no change in the Conversion Amount pursuant to this
Section 10(b) shall actually be made until the cumulative effect of the
adjustments called for by this Section 10(b) since the date of the last change
in the Conversion Amount would change the Conversion Amount by more than 1%.
However, once the cumulative effect would result in such a change, then the
Conversion Amount shall actually be changed to reflect all adjustments called
for by this Section 10(b) and not previously made. Notwithstanding anything in
this Section 10(b), no change in the Conversion Amount shall be made that would
result in the price at which a share of Series H Convertible Preferred Stock is
converted being less than the par value of the Common Stock into which shares of
Series H Convertible Preferred Stock are at the time convertible.

            (2) The holders of shares of Series H Convertible Preferred Stock at
the close of business on the record date for any dividend payment to holders of
Series H Convertible Preferred Stock shall be entitled to receive the dividend
payable on such shares on the corresponding dividend payment date
notwithstanding the conversion thereof after such dividend payment record date
or the Corporation's default in payment of the dividend due on such dividend
payment date; provided, however, that the holder of shares of Series H
Convertible Preferred Stock surrendered for conversion during the period between
the close of business on any record date for a dividend payment and the opening
of business on the corresponding dividend payment date must pay to the
Corporation, within five days after receipt by such holder, an amount equal to
the dividend payable on such shares on such dividend payment date if such
dividend is paid by the Corporation to such holder. A holder of shares of Series
H Convertible Preferred Stock on a record date for a dividend payment who (or
whose transferee) tenders any of such shares for conversion into shares of
Common Stock on or after such dividend payment date will receive the dividend
payable by the Corporation on such shares of Series H Convertible Preferred
Stock on such date, and the converting holder need not make any payment of the
amount of such dividend in connection with such conversion of shares of Series H
Convertible Preferred Stock. Except as provided above, no adjustment shall be
made in respect of cash dividends on Common Stock or Series H Convertible
Preferred Stock that may be accrued and unpaid at the date of surrender of
shares of Series H Convertible Preferred Stock.

            (3) (A) The right of the holders of Series H Convertible Preferred
Stock to convert their shares shall be exercised by giving (which may be done by
telephone line facsimile transmission) a Conversion Notice to the Conversion
Agent, with a copy to the Corporation. If a holder of Series H Convertible
Preferred Stock elects to convert any shares of Series H Convertible Preferred
Stock in accordance with Section 10(a), such holder shall not be required to
surrender the certificate(s) representing such shares of Series H Convertible
Preferred Stock to the Corporation unless all of the shares of Series H
Convertible Preferred Stock represented thereby are so converted. Each holder of
shares of Series H Convertible Preferred Stock and the Corporation shall
maintain records showing the number of shares so converted and the dates of such
conversions or shall use such other method, satisfactory to such holder and the
Corporation, so as to not require physical surrender of such certificates upon
each such conversion. In the event of any dispute or discrepancy, such records
of the Corporation shall be controlling and determinative in the absence of
manifest error. Notwithstanding the foregoing, if any shares of Series H
Convertible Preferred Stock evidenced by a particular certificate therefor are
converted as aforesaid, the holder of Series H Convertible Preferred Stock may
not transfer the certificate(s) representing such shares of Series H Convertible
Preferred Stock unless such holder first physically surrenders such
certificate(s) to the Corporation, whereupon the Corporation will forthwith
issue and deliver upon the order of such


                                       18
<PAGE>

holder of shares of Series H Convertible Preferred Stock new certificate(s) of
like tenor, registered as such holder of shares of Series H Convertible
Preferred Stock (upon payment by such holder of shares of Series H Convertible
Preferred Stock of any applicable transfer taxes) may request, representing in
the aggregate the remaining number of shares of Series H Convertible Preferred
Stock represented by such certificate(s). Each holder of shares of Series H
Convertible Preferred Stock, by acceptance of a certificate for such shares,
acknowledges and agrees that (1) by reason of the provisions of this paragraph,
following conversion of any shares of Series H Convertible Preferred Stock
represented by such certificate, the number of shares of Series H Convertible
Preferred Stock represented by such certificate may be less than the number of
shares stated on such certificate, and (2) the Corporation may place a legend on
the certificates for shares of Series H Convertible Preferred Stock which refers
to or describes the provisions of this paragraph.

            (B) The Corporation shall pay any transfer tax arising in connection
with any conversion of shares of Series H Convertible Preferred Stock except
that the Corporation shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery upon
conversion of shares of Common Stock or other securities or property in a name
other than that of the holder of the shares of the Series H Convertible
Preferred Stock being converted, and the Corporation shall not be required to
issue or deliver any such shares or other securities or property unless and
until the person or persons requesting the issuance thereof shall have paid to
the Corporation the amount of any such tax or shall have established to the
satisfaction of the Corporation that such tax has been paid. The number of
shares of Common Stock to be issued upon each conversion of shares of Series H
Convertible Preferred Stock shall be the number set forth in the applicable
Conversion Notice which number shall be conclusive absent manifest error. The
Corporation shall notify a holder who has given a Conversion Notice of any claim
of manifest error within two Trading Days after such holder gives such
Conversion Notice and no such claim of error shall limit or delay performance of
the Corporation's obligation to issue upon such conversion the number of shares
of Common Stock which are not in dispute. A Conversion Notice shall be deemed
for all purposes to be in proper form unless the Corporation notifies a holder
of shares of Series H Convertible Preferred Stock being converted within two
Trading Days after a Conversion Notice has been given (which notice shall
specify all defects in the Conversion Notice) and any Conversion Notice
containing any such defect shall nonetheless be effective on the date given if
the converting holder promptly corrects all such defects.

            (4) The Corporation (and any successor corporation) shall take all
action necessary so that a number of shares of the authorized but unissued
Common Stock (or common stock in the case of any successor corporation)
sufficient to provide for the conversion of the Series H Convertible Preferred
Stock outstanding upon the basis hereinbefore provided are at all times reserved
by the Corporation (or any successor corporation), free from preemptive rights,
for such conversion, subject to the provisions of the next succeeding paragraph.
If the Corporation shall issue any securities or make any change in its capital
structure which would change the number of shares of Common Stock into which
each share of the Series H Convertible Preferred Stock shall be convertible as
herein provided, the Corporation shall at the same time also make proper
provision so that thereafter there shall be a sufficient number of shares of
Common Stock authorized and reserved, free from preemptive rights, for
conversion of the outstanding Series H Convertible Preferred Stock on the new
basis. If at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all of the outstanding
shares of Series H Convertible Preferred Stock, the Corporation promptly shall
seek, and use its best efforts to obtain and complete, such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose.

            (5) In case of any consolidation or merger of the Corporation with
any other corporation (other than a wholly-owned subsidiary of the Corporation)
in which the Corporation is not the surviving corporation, or in case of any
sale or transfer of all or substantially all of the assets of the Corporation,
or in the case of any share exchange pursuant to which all of the outstanding
shares of Common Stock are converted into other securities or property, the
Corporation shall make


                                       19
<PAGE>

appropriate provision or cause appropriate provision to be made so that each
holder of shares of Series H Convertible Preferred Stock then outstanding shall
have the right thereafter to convert such shares of Series H Convertible
Preferred Stock into the kind of shares of stock and other securities and
property receivable upon such consolidation, merger, sale, transfer, or share
exchange by a holder of shares of Common Stock into which such shares of Series
H Convertible Preferred Stock could have been converted immediately prior to the
effective date of such consolidation, merger, sale, transfer, or share exchange
and on a basis which preserves the economic benefits of the conversion rights of
the holders of shares of Series H Convertible Preferred Stock on a basis as
nearly as practical as such rights exist hereunder prior thereto. If, in
connection with any such consolidation, merger, sale, transfer, or share
exchange, each holder of shares of Common Stock is entitled to elect to receive
securities, cash, or other assets upon completion of such transaction, the
Corporation shall provide or cause to be provided to each holder of Series H
Convertible Preferred Stock the right to elect the securities, cash, or other
assets into which the Series H Convertible Preferred Stock held by such holder
shall be convertible after completion of any such transaction on the same terms
and subject to the same conditions applicable to holders of the Common Stock
(including, without limitation, notice of the right to elect, limitations on the
period in which such election shall be made, and the effect of failing to
exercise the election). The Corporation shall not effect any such transaction
unless the provisions of this paragraph have been complied with. The above
provisions shall similarly apply to successive consolidations, mergers, sales,
transfers or share exchanges.

            (6) If a holder shall have given a Conversion Notice for shares of
Series H Convertible Preferred Stock, the Corporation shall issue and deliver to
such person certificates for the Common Stock issuable upon such conversion
within three Trading Days after such Conversion Notice is given and the person
converting shall be deemed to be the holder of record of the Common Stock
issuable upon such conversion, and all rights with respect to the shares
surrendered shall forthwith terminate except the right to receive the Common
Stock or other securities, cash, or other assets as herein provided. If a holder
shall have given a Conversion Notice as provided herein, the Corporation's
obligation to issue and deliver the certificates for Common Stock shall be
absolute and unconditional, irrespective of any action or inaction by the
converting holder to enforce the same, any waiver or consent with respect to any
provision thereof, the recovery of any judgment against any person or any action
to enforce the same, any failure or delay in the enforcement of any other
obligation of the Corporation to such holder, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by such
holder or any other person of any obligation to the Corporation or any violation
or alleged violation of law by such holder or any other person, and irrespective
of any other circumstance which might otherwise limit such obligation of the
Corporation to the holder in connection with such conversion. If the Corporation
fails to issue and deliver the certificates for the Common Stock to the holder
converting shares of Series H Convertible Preferred Stock pursuant to the first
sentence of this paragraph within three Trading Days after such Conversion
Notice is given, in addition to any other liabilities the Corporation may have
hereunder and under applicable law (1) the Corporation shall pay or reimburse
such holder on demand for all out-of-pocket expenses including, without
limitation, reasonable fees and expenses of legal counsel incurred by such
holder as a result of such failure, (2) for each Trading Day thereafter on which
the Corporation so fails to deliver such certificates, the Conversion Price
applicable to such conversion shall be reduced by an amount equal to one percent
of the amount that the Conversion Price would otherwise be, and (3) such holder
may by written notice (which may be given by mail, courier, personal service or
telephone line facsimile transmission) or oral notice (promptly confirmed in
writing) given at any time prior to delivery to such holder of the certificates
for the shares of Common Stock issuable upon such conversion of shares of Series
H Convertible Preferred Stock, rescind such conversion, whereupon such holder
shall have the right to convert such shares of Series H Convertible Preferred
Stock thereafter in accordance herewith.

            (7) No fractional shares of Common Stock shall be issued upon
conversion of Series H Convertible Preferred Stock but, in lieu of any fraction
of a share of Common Stock to purchase fractional shares of Common Stock which
would otherwise be issuable in respect of the aggregate number of such shares
surrendered for conversion at one time by the same holder, the


                                       20
<PAGE>

Corporation shall pay in cash an amount equal to the product of (i) the
arithmetic average of the Closing Price of one share of Common Stock on the
three consecutive Trading Days ending on the Trading Day immediately preceding
the Conversion Date times (ii) such fraction of a share.

            (8) The Conversion Amount shall be adjusted from time to time under
certain circumstances, subject to the provisions of Section 10(b)(1), as
follows:

            (i) In case the Corporation shall (other than pursuant to the Rights
Agreement) issue rights or warrants on a pro rata basis to all holders of the
Common Stock entitling such holders to subscribe for or purchase Common Stock on
the record date referred to below at a price per share less than the Current
Price for such record date, then in each such case the Conversion Amount in
effect on such record date shall be adjusted in accordance with the following
formula:

      C(1)  = C x   O + N
                    -----
                O + N x P
                    -----
                      M

where

      C(1)  = the adjusted Conversion Amount

      C     = the current Conversion Amount

      O     = the number of shares of Common Stock outstanding on the record
              date.

      N     = the number of additional shares of Common Stock issuable pursuant
              to the exercise of such rights or warrants.

      P     = the offering price per share of the additional shares (which
              amount shall include amounts received by the Corporation in
              respect of the issuance and the exercise of such rights or
              warrants).

      M     = the Current Price per share of Common Stock on the record date.

Such adjustment shall become effective immediately after the record date for the
determination of stockholders entitled to receive such rights or warrants. If
any or all such rights or warrants are not so issued or expire or terminate
before being exercised, the Conversion Amount then in effect shall be readjusted
appropriately.

            (ii) In case the Corporation shall (other than pursuant to the
Rights Agreement), by dividend or otherwise, distribute to all holders of its
Junior Stock (as hereinafter defined) evidences of its indebtedness or assets
(including securities, but excluding any warrants or subscription rights
referred to in subparagraph (i) above and any dividend or distribution paid in
cash out of Sthe retained earnings of the Corporation), then in each such case
the Conversion Amount then in effect shall be adjusted in accordance with the
formula

      C(1)  = C x   M
                  -----
                  M - F

where

      C(1)  = the adjusted Conversion Amount

      C     = the current Conversion Amount


                                       21
<PAGE>

      M   = the Current Price per share of Common Stock on the record date
            mentioned below.

      F   = the aggregate amount of such cash dividend and/or the fair market
            value on the record date of the assets or securities to be
            distributed divided by the number of shares of Common Stock
            outstanding on the record date. The Board of Directors shall
            determine such fair market value, which determination shall be
            conclusive.

Such adjustment shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution.
For purposes of this subparagraph (ii), "Junior Stock" shall include any class
of capital stock ranking junior as to dividends or upon liquidation to the
Series H Convertible Preferred Stock.

            (iii) All calculations hereunder shall be made to the nearest cent
or to the nearest 1/100 of a share, as the case may be.

            (iv) If at any time as a result of an adjustment made pursuant to
Section 10(b)(5), the holder of any shares of Series H Convertible Preferred
Stock thereafter surrendered for conversion shall become entitled to receive
securities, cash, or assets other than Common Stock, the number or amount of
such securities or property so receivable upon conversion shall be subject to
adjustment from time to time in a manner and on terms nearly equivalent as
practicable to the provisions with respect to the Common Stock contained in
subparagraphs (i) to (iii) above.

            (9) Except as otherwise provided above in this Section 10, no
adjustment in the Conversion Amount shall be made in respect of any conversion
for share distributions or dividends theretofore declared and paid or payable on
the Common Stock.

            (10) Whenever the Conversion Amount is adjusted as herein provided,
the Corporation shall send to each holder and each transfer agent, if any, for
the Series H Convertible Preferred Stock and the transfer agent for the Common
Stock, a statement signed by the Chairman of the Board, the President, or any
Vice President of the Corporation and by its Treasurer or its Secretary or an
Assistant Secretary stating the adjusted Conversion Amount determined as
provided in this Section 10, and any adjustment so evidenced, given in good
faith, shall be binding upon all stockholders and upon the Corporation. Whenever
the Conversion Amount is adjusted, the Corporation will give notice by mail to
the holders of record of Series H Convertible Preferred Stock, which notice
shall be made within 15 days after the effective date of such adjustment and
shall state the adjustment and the Conversion Amount. Notwithstanding the
foregoing notice provisions, failure by the Corporation to give such notice or a
defect in such notice shall not affect the binding nature of such corporate
action of the Corporation.

            (11) Whenever the Corporation shall propose to take any of the
actions specified in Section 10(b)(5) or in subparagraphs (i) or (ii) of Section
10(b)(8) which would result in any adjustment in the Conversion Amount under
this Section 10(b), the Corporation shall cause a notice to be mailed at least
ten days prior to the date on which the books of the Corporation will close or
on which a record will be taken for such action, to the holders of record of the
outstanding Series H Convertible Preferred Stock on the date of such notice.
Such notice shall specify the action proposed to be taken by the Corporation and
the date as of which holders of record of the Common Stock shall participate in
any such actions or be entitled to exchange their Common Stock for securities or
other property, as the case may be. Failure by the Corporation to mail the
notice or any defect in such notice shall not affect the validity of the
transaction.

            (c) Notice to Holder Prior to Certain Actions. In case on or after
the Issuance Date:

            (i) the Corporation shall declare a dividend (or any other
      distribution) on its Common Stock (other than in cash out of retained
      earnings); or


                                       22
<PAGE>

            (ii) the Corporation shall authorize the granting to the holders of
      its Common Stock of rights or warrants to subscribe for or purchase any
      share of any class or any other rights or warrants; or

            (iii) the Board of Directors shall authorize any reclassification of
      the Common Stock (other than a subdivision or combination of its
      outstanding Common Stock, or a change in par value, or from par value to
      no par value, or from no par value to par value), or any consolidation or
      merger or other business combination transaction to which the Corporation
      is a party and for which approval of any stockholders of the Corporation
      is required, or the sale or transfer of all or substantially all of the
      assets of the Corporation; or

            (iv) there shall be pending the voluntary or involuntary
      dissolution, liquidation or winding-up of the Corporation;

the Corporation shall give the Holders as promptly as possible but in any event
at least ten Trading Days prior to the applicable date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, other business
combination transaction, sale, transfer, dissolution, liquidation or winding-up
is expected to become effective or occur, and the date as of which it is
expected that holders of Common Stock of record who shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reclassification, consolidation, merger, other business combination
transaction, sale, transfer, dissolution, liquidation or winding-up shall be
determined. Such notice shall not include any information which would be
material non-public information for purposes of the 1934 Act. Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
such dividend, distribution, reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding-up. In the case of any such action
of which the Corporation gives such notice to the Holders or is required to give
such notice to the Holders, the Holders shall be entitled to give a Conversion
Notice which is contingent on the completion of such action.

            Section 11. Redemption at Option of Holders.

            (a) Redemption Right. If an Optional Redemption Event occurs, then,
in addition to any other right or remedy of any holder of shares of Series H
Convertible Preferred Stock, each holder of shares of Series H Convertible
Preferred Stock shall have the right, at such holder's option, to require the
Corporation to redeem all of such holder's shares of Series H Convertible
Preferred Stock, or any portion thereof, on the date which is three Business
Days after the date such holder gives the Corporation an Optional Redemption
Notice with respect to such Optional Redemption Event at any time while any of
such holder's shares of Series H Convertible Preferred Stock are outstanding, at
a price equal to the Redemption Price.

            (b) Notices; Method of Exercising Optional Redemption Rights, Etc.
(1) On or before the fifth Business Day after the occurrence of an Optional
Redemption Event, the Corporation shall give to each holder of outstanding
shares of Series H Convertible Preferred Stock a notice of the occurrence of
such Optional Redemption Event and of the redemption right set forth herein
arising as a result thereof. Such notice from the Corporation shall set forth:

            (i) the date by which the optional redemption right must be
      exercised, and

            (ii) a description of the procedure (set forth below) which each
      such holder must follow to exercise such holder's optional redemption
      right.

No failure of the Corporation to give such notice or defect therein shall limit
the right of any holder of shares of Series H Convertible Preferred Stock to
exercise the optional redemption right or affect


                                       23
<PAGE>

the validity of the proceedings for the redemption of such holder's shares of
Series H Convertible Preferred Stock.

            (2) To exercise its optional redemption right, each holder of
outstanding shares of Series H Convertible Preferred Stock shall deliver to the
Corporation on or before the 30th day after the notice required by Section
11(b)(1) is given to such holder (or if no such notice has been given by the
Corporation to such holder, within 40 days after such holder first learns of
such Optional Redemption Event) an Optional Redemption Notice to the
Corporation. An Optional Redemption Notice may be revoked by such holder giving
such Optional Redemption Notice by giving notice of such revocation to the
Corporation at any time prior to the time the Corporation pays the Redemption
Price to such holder.

            (3) If a holder of shares of Series H Convertible Preferred Stock
shall have given an Optional Redemption Notice, on the date which is three
Business Days after the date such Optional Redemption Notice is given (or such
later date as such holder surrenders such holder's certificates for the shares
of Series H Convertible Preferred Stock to be redeemed) the Corporation shall
make payment in immediately available funds of the applicable Redemption Price
to such account as specified by such holder in writing to the Corporation at
least one Business Day prior to the applicable redemption date.

            (4) Notwithstanding any other provision of this Certificate of
Designations, if an Optional Redemption Event occurs by reason of events which
are not solely within the control of the Corporation, the Corporation shall have
the right to give a Control Notice to the holders of shares of Series H
Convertible Preferred Stock at any time after such Optional Redemption Event
occurs and prior to the earlier of (1) the date on which all holders of shares
of Series H Convertible Preferred Stock who had the right (other than as limited
by this Section 11(b)(4)) to require redemption of any shares of Series H
Convertible Preferred Stock by reason of the occurrence of such Optional
Redemption Event no longer have such right and (2) the applicable Redemption
Date by reason of the earliest Optional Redemption Notice given by any holder of
shares of Series H Convertible Preferred Stock by reason of such Optional
Redemption Event. If the Corporation timely gives such Control Notice to the
holders of shares of Series H Convertible Preferred Stock, then in lieu of
payment of the Redemption Price by reason of any such Optional Redemption Event
and commencing on the first date on which such Optional Redemption Event occurs
the following adjustments shall take effect (subject to the provisions of
Section 7(a)(5)(B)):

            (A) In the case of an Optional Redemption Event described in clauses
      (1), (2), (3), (4) or (6) of the definition of the term Optional
      Redemption Event, for so long as such Optional Redemption Event continues
      and for a period of 60 days thereafter the Conversion Price will be 70% of
      the amount which the Conversion Price would otherwise be; and

            (B) In the case of an Optional Redemption Event described in clause
      (5) of the definition of the term Optional Redemption Event, for so long
      as any shares of Series H Convertible Preferred Stock are outstanding the
      Conversion Price will be 70% of the amount which the Conversion Price
      would otherwise be.

For purposes of this Section 11(b)(4), an Optional Redemption Event shall be
deemed to have occurred by reason of events which are not solely within the
control of the Corporation if a requirement of the Corporation to redeem, or a
right of any holder of shares of Series H Convertible Preferred Stock to require
redemption of, shares of Series H Convertible Preferred Stock by reason thereof
would result in the Corporation being required to classify the Series H
Convertible Preferred Stock as redeemable preferred stock on a balance sheet of
the Corporation prepared in accordance with Generally Accepted Accounting
Principles and Regulation S-X of the SEC, and, in the case of an Optional
Redemption Event described in clause (5) of the definition of the term Optional
Redemption Event, the Board or the stockholders of the Corporation do not have
the right to approve or disapprove the transactions resulting in such event.


                                       24
<PAGE>

            (c) Other. (1) In connection with a redemption pursuant to this
Section 11 of less than all of the shares of Series H Convertible Preferred
Stock evidenced by a particular certificate, promptly, but in no event later
than five Business Days after surrender of such certificate to the Corporation,
the Corporation shall issue and deliver to such holder a replacement certificate
for the shares of Series H Convertible Preferred Stock evidenced by such
certificate which have not been redeemed.

            (2) An Optional Redemption Notice given by a holder of shares of
Series H Convertible Preferred Stock shall be deemed for all purposes to be in
proper form unless the Corporation notifies such holder in writing within three
Business Days after such Optional Redemption Notice has been given (which notice
shall specify all defects in such Optional Redemption Notice), and any Optional
Redemption Notice containing any such defect shall nonetheless be effective on
the date given if such holder promptly undertakes to correct all such defects.
No such claim of error shall limit or delay performance of the Corporation's
obligation to redeem all shares of Series H Convertible Preferred Stock not in
dispute whether or not such holder makes such undertaking.

            Section 12. Voting Rights; Certain Restrictions.

            (a) Voting Rights. Except as otherwise required by law or expressly
provided herein, shares of Series H Convertible Preferred Stock shall not be
entitled to vote on any matter.

            (b) Certificate of Incorporation; Certain Stock. The affirmative
vote or consent of the Majority Holders, voting separately as a class, will be
required for (1) any amendment, alteration, or repeal, whether by merger or
consolidation or otherwise, of the Corporation's Certificate of Incorporation if
the amendment, alteration, or repeal materially and adversely affects the
powers, preferences, or special rights of the Series G Convertible Preferred
Stock or the Series H Convertible Preferred Stock, or (2) the creation and
issuance of any Senior Dividend Stock or Senior Liquidation Stock; provided,
however, that any increase in the authorized Preferred Stock of the Corporation
or the creation and issuance of any stock which is both Junior Dividend Stock
and Junior Liquidation Stock shall not be deemed to affect materially and
adversely such powers, preferences, or special rights and any such increase or
creation and issuance may be made without any such vote by the holders of Series
H Convertible Preferred Stock except as otherwise required by law.

            (c) Other. So long as any shares of Series H Convertible Preferred
Stock are outstanding:

            (1) Payment of Obligations. The Corporation will pay and discharge,
and will cause each subsidiary of the Corporation to pay and discharge, when due
all their respective obligations and liabilities which are material to the
Corporation and its subsidiaries taken as a whole, including, without
limitation, tax liabilities, except where the same may be contested in good
faith by appropriate proceedings.

            (2) Maintenance of Property; Insurance. (A) The Corporation will
keep, and will cause each subsidiary of the Corporation to keep, all material
property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted.

            (B) The Corporation will maintain, and will cause each subsidiary of
the Corporation to maintain, with financially sound and responsible insurance
companies, insurance against loss or damage by fire or other casualty and such
other insurance, including but not limited to, product liability insurance, in
such amounts and covering such risks as is reasonably adequate for the conduct
of their businesses and the value of their properties.

            (3) Conduct of Business and Maintenance of Existence. The
Corporation will continue, and will cause each subsidiary of the Corporation to
continue, to engage in business of the


                                       25
<PAGE>

same general type as conducted by the Corporation and its operating subsidiaries
at the time this Certificate of Designations is filed with the Secretary of
State of the State of Delaware, and will preserve, renew and keep in full force
and effect, and will cause each subsidiary of the Corporation to preserve, renew
and keep in full force and effect, their respective corporate existence and
their respective material rights, privileges and franchises necessary or
desirable in the normal conduct of business.

            (4) Compliance with Laws. The Corporation will comply, and will
cause each subsidiary of the Corporation to comply, in all material respects
with all applicable laws, ordinances, rules, regulations, decisions, orders and
requirements of governmental authorities and courts (including, without
limitation, environmental laws) except (i) where compliance therewith is
contested in good faith by appropriate proceedings or (ii) where non-compliance
therewith could not reasonably be expected to have a material adverse effect on
the business, condition (financial or otherwise), operations, performance,
properties or prospects of the Corporation and its subsidiaries taken as a
whole.

            (5) Investment Company Act. The Corporation will not be or become an
open-end investment trust, unit investment trust or face-amount certificate
company that is or is required to be registered under Section 8 of the
Investment Company Act of 1940, as amended, or any successor provision.

            (6) Transactions with Affiliates. The Corporation will not, and will
not permit any subsidiary of the Corporation, directly or indirectly, to pay any
funds to or for the account of, make any investment (whether by acquisition of
stock or indebtedness, by loan, advance, transfer of property, guarantee or
other agreement to pay, purchase or service, directly or indirectly, any
indebtedness, or otherwise) in, lease, sell, transfer or otherwise dispose of
any assets, tangible or intangible, to, or participate in, or effect any
transaction in connection with, any joint enterprise or other joint arrangement
with, any Affiliate of the Corporation, except, on terms to the Corporation or
such subsidiary no less favorable than terms that could be obtained by the
Corporation or such subsidiary from a person that is not an Affiliate of the
Corporation, as determined in good faith by the Board of Directors.

            Section 13. Outstanding Shares. For purposes of this Certificate of
Designations, all authorized and issued shares of Series H Convertible Preferred
Stock shall be deemed outstanding except (i) from the applicable Conversion
Date, each share of Series H Convertible Preferred Stock converted into Common
Stock, unless the Corporation shall default in its obligation to issue and
deliver shares of Common Stock upon such conversion as and when required by
Section 10; (ii) from the date of registration of transfer, all shares of Series
H Convertible Preferred Stock held of record by the Corporation or any
subsidiary or Affiliate of the Corporation (other than any original holder of
shares of Series H Convertible Preferred Stock) and (iii) from the applicable
Redemption Date, Share Limitation Redemption Date, Final Redemption Date or date
of redemption pursuant to Section 11, all shares of Series H Convertible
Preferred Stock which are redeemed or repurchased, so long as in each case the
Redemption Price, the Final Redemption Price or other repurchase price, as the
case may be, of such shares of Series H Convertible Preferred Stock shall have
been paid by the Corporation as and when due hereunder.

            Section 14. Miscellaneous.

            (a) Notices. Any notices required or permitted to be given under the
terms of this Certificate of Designations shall be in writing and shall be
delivered personally (which shall include telephone line facsimile transmission)
or by courier and shall be deemed given upon receipt, if delivered personally or
by courier (a) in the case of the Corporation, addressed to the Corporation at
15821 Ventura Boulevard, 5th Floor, Los Angeles, California 91436, Attention:
Chief Financial Officer (telephone line facsimile transmission number (818)
461-6330), or (b) in the case of any holder of shares of Series H Convertible
Preferred Stock, at such holder's address or telephone line facsimile
transmission number shown on the stock books maintained by the Corporation with
respect to the Series H Convertible Preferred Stock or such other address as the
Corporation shall have provided by notice to the holders of shares of Series H
Convertible Preferred Stock in accordance with this Section or any holder of
shares of Series H Convertible Preferred Stock shall have provided to the
Corporation in accordance with this Section.

            (b) Replacement of Certificates. Upon receipt by the Corporation of
evidence reasonably satisfactory to the Corporation of the ownership of and the
loss, theft, destruction or mutilation of any certificate for shares of Series H
Convertible Preferred Stock and (1) in the case of loss, theft or destruction,
of indemnity from the record holder of the certificate for such shares of Series
H Convertible Preferred Stock reasonably satisfactory in form to the Corporation
(and without the requirement to post any bond or other security) or (2) in the
case of mutilation, upon surrender and cancellation of the certificate for such
shares of Series H Convertible Preferred Stock, the Corporation will execute and
deliver to such holder a new certificate for such shares of Series H Convertible
Preferred Stock at the sole cost of such holder.

            (c) Overdue Amounts. Except as otherwise specifically provided in
Section 5 with respect to dividends in arrears on the Series H Convertible
Preferred Stock, whenever any amount which is due to any holder of shares of
Series H Convertible Preferred Stock is not paid to such holder when due, such
amount shall bear interest at the rate of 14% per annum (or such other rate as
shall be the maximum rate allowable by applicable law) until paid in full.


                                       26
<PAGE>

            IN WITNESS WHEREOF, e4L, Inc. has caused this Certificate of
Designations to be signed by _____________, its ____________, as of the ____ day
of March, 2000.

______________________________

                                       e4L, INC.


                                       By:______________________________________
                                          Title:


                                       27


<PAGE>
                                                                     EXHIBIT 4.3

                                                                       Annex III
                                                                              to
                                                                    Subscription
                                                                       Agreement

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE RESOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT.

                                    Right to Purchase ________________ Shares of
                                    Common Stock of e4L, Inc.

                                    e4L, INC.

                          Common Stock Purchase Warrant

No. W-

            e4L, INC., a Delaware corporation (the "Company"), hereby certifies
that, for value received, [NAME OF BUYER] or registered assigns (the "Holder"),
is entitled, subject to the terms set forth below, to purchase from the Company
at any time or from time to time after the date hereof, and before 5:00 p.m.,
New York City time, on the Expiration Date (such capitalized term and all other
capitalized terms used herein having the meanings provided herein), fully paid
and nonassessable shares of Common Stock at a purchase price per share equal to
the Purchase Price. The number of such shares of Common Stock and the Purchase
Price are subject to adjustment as provided in this Warrant.

            As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

            "Closing Price" of the Common Stock on any date means the
      arithmetical average of the closing sale price for one share of Common
      Stock on each of the ten consecutive Trading Days ending immediately prior
      to such date on the first applicable among the following: (a) the New York
      Stock Exchange, Inc. or other national securities exchange on which the
      shares of Common Stock are listed which constitutes the principal
      securities market for the Common Stock, (b) the Nasdaq National Market, if
      the Nasdaq National Market constitutes the principal securities market for
      the Common Stock on such date, or (c) the Nasdaq SmallCap Market, if the
      Nasdaq SmallCap Market constitutes the principal securities market for the
      Common Stock on such date, in any such case as reported by Bloomberg, L.P.
      (subject to equitable adjustments from time to time on terms reasonably
      acceptable to the Majority Holders for stock splits, stock dividends,
      combinations, recapitalizations, reclassifications, distributions, tender
      offers and similar events relating to the Common Stock occurring or with
      respect to which "ex-" trading commences on or after the Issuance Date).

            "Common Stock" includes the Company's Common Stock, $.01 par value
      per share, and the related Preferred Share Purchase Rights (and any
      similar rights issued with respect to the Common Stock) as authorized on
      the date hereof, and any other securities into which or for which the
      Common Stock or the related Preferred Share Purchase Rights (and any
      similar rights issued with respect to the Common Stock) may be converted
      or exchanged pursuant to a plan of recapitalization, reorganization,
      merger, sale of assets or otherwise.

            "Company" shall include e4L, Inc., a Delaware corporation, and any
      corporation that shall succeed to or assume the obligations of e4L, Inc.
      hereunder in accordance with the terms hereof.

<PAGE>

            "Expiration Date" means March 21, 2005.

            "Issuance Date" means the first date of original issuance of this
Warrant.

            "1934 Act" means the Securities Exchange Act of 1934, as amended.

            "1933 Act" means the Securities Act of 1933, as amended.

            "Other Securities" refers to any stock (other than Common Stock) and
      other securities of the Company or any other person (corporate or
      otherwise) which the Holder at any time shall be entitled to receive, or
      shall have received, on the exercise of this 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.

            "Preferred Share Purchase Rights" means the Preferred Share Purchase
      Rights issued or issuable pursuant to the Rights Agreement (or any similar
      rights hereafter issued by the Company with respect to the Common Stock).

            "Purchase Price" shall mean $2.9575 per share, subject to adjustment
      as provided in this Warrant.

            "Registration Rights Agreement" means the Registration Rights
      Agreement, dated as of March 21, 2000 by and between the Company and the
      original Holder of this Warrant, as amended from time to time in
      accordance with its terms.

            "Registration Statement" shall have the meaning given such term in
      the Registration Rights Agreement.

            "Rights Agreement" means the Rights Agreement, dated as of January
      3, 1994, as amended, between the Company and ChaseMellon Shareholder
      Services, L.L.C., as Rights Agent.

            "Subscription Agreement" means the Subscription Agreement, dated as
      of March 21, 2000, by and between the Company and the original Holder of
      this Warrant, as amended from time to time in accordance with its terms.

            "Trading Day" means a day on which the principal securities market
      for the Common Stock is open for general trading of securities.

            1. Exercise of Warrant.

            1.1 Exercise. (a) Subject to the limitation on exercise in Section
1.1(b), this Warrant may be exercised by the Holder hereof in full or in part at
any time or from time to time during the exercise period specified in the first
paragraph hereof until the Expiration Date by surrender of this Warrant and the
subscription form annexed hereto (duly executed by the Holder), to the Company's
transfer agent and registrar for the Common Stock, with a copy to the Company,
and by making payment, in cash or by certified or official bank check payable to
the order of the Company, in the amount obtained by multiplying (a) the number
of shares of Common Stock designated by the Holder in the subscription form by
(b) the Purchase Price then in effect. On any partial exercise the Company will
forthwith issue and deliver to or upon the order of the Holder hereof a new
Warrant or Warrants of like tenor, in the name of the Holder hereof or as the
Holder (upon payment by the Holder of any applicable transfer taxes) may
request, providing in the aggregate on the face or faces thereof for the
purchase of the number of shares of Common Stock


                                       2
<PAGE>

for which such Warrant or Warrants may still be exercised.

            (b) Notwithstanding any other provision of this Warrant, in no event
shall the Holder be entitled at any time to purchase a number of shares of
Common Stock on exercise of this Warrant in excess of that number of shares upon
purchase of which the sum of (1) the number of shares of Common Stock
beneficially owned by the Holder and all persons whose beneficial ownership of
shares of Common Stock would be aggregated with the Holder's beneficial
ownership of shares of Common Stock for purposes of Section 13(d) of the 1934
Act and Regulation 13D-G thereunder, (each such person other than the Holder an
"Aggregated Person" and all such persons other than the Holder, collectively,
the "Aggregated Persons") (other than shares of Common Stock deemed beneficially
owned through the ownership by the Holder and all Aggregated Persons of the
Holder of the unexercised portion of this Warrant and the unexercised or
unconverted portion of any other security of the Company which contains similar
provisions) and (2) the number of shares of Common Stock issuable upon exercise
of the portion of this Warrant with respect to which the determination in this
sentence is being made, would result in beneficial ownership by the Holder and
all Aggregated Persons of the Holder of more than 4.9% of the outstanding shares
of Common Stock. For purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the 1934 Act
and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of
the immediately preceding sentence.

            1.2 Net Issuance. Notwithstanding anything to the contrary contained
in Section 1.1, the Holder may elect to exercise this Warrant in whole or in
part by receiving shares of Common Stock equal to the net issuance value (as
determined below) of this Warrant, or any part hereof, upon surrender of this
Warrant to the Company's transfer agent and registrar for the Common Stock
together with the subscription form annexed hereto (duly executed by the
Holder), in which event the Company shall issue to the Holder a number of shares
of Common Stock computed using the following formula:

              X = Y (A-B)
                  -------
                      A

      where:

      X =   the number of shares of Common Stock to be issued to the Holder

      Y =   the number of shares of Common Stock as to which this Warrant is
            to be exercised

      A =   the current fair market value of one share of Common Stock
            calculated as of the last Trading Day immediately preceding the
            exercise of this Warrant

      B =   the Purchase Price

            As used herein, current fair market value of Common Stock as of a
specified date shall mean with respect to each share of Common Stock the closing
sale price of the Common Stock on the principal securities market on which the
Common Stock may at the time be listed or, if there have been no sales on any
such exchange on such day, the average of the highest bid and lowest asked
prices on the principal securities market at the end of such day, or, if on such
day the Common Stock is not so listed, the average of the representative bid and
asked prices quoted in the Nasdaq System as of 4:00 p.m., New York City time,
or, if on such day the Common Stock is not quoted in the Nasdaq System, the
average of the highest bid and lowest asked price on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization, in each such case averaged
over a period of five consecutive Trading Days consisting of the day as of which
the current fair market value of a share of Common Stock is being determined (or
if such day is not a Trading Day, the Trading Day next preceding such day) and
the four consecutive Trading Days prior to such day. If on the date for which
current fair


                                       3
<PAGE>

market value is to be determined the Common Stock is not listed on any
securities exchange or quoted in the Nasdaq System or the over-the-counter
market, the current fair market value of Common Stock shall be the highest price
per share which the Company could then obtain from a willing buyer (not a
current employee or director) for shares of Common Stock sold by the Company,
from authorized but unissued shares, as determined in good faith by the Board of
Directors of the Company, unless prior to such date the Company has become
subject to a merger, acquisition or other consolidation pursuant to which the
Company is not the surviving party, in which case the current fair market value
of the Common Stock shall be deemed to be the value received by the holders of
the Company's Common Stock for each share thereof pursuant to the Company's
acquisition.

            2. Delivery of Stock Certificates, etc., on Exercise. As soon as
practicable after the exercise of this Warrant, and in any event within three
Trading Days thereafter, the Company at its expense (including the payment by it
of any applicable issue or stamp taxes) will cause to be issued in the name of
and delivered to the Holder hereof, or as the Holder (upon payment by the Holder
of any applicable transfer taxes) may direct, a certificate or certificates for
the number of fully paid and nonassessable shares of Common Stock (or Other
Securities) to which the Holder shall be entitled on such exercise, in such
denominations as may be requested by the Holder, plus, in lieu of any fractional
share to which the Holder would otherwise be entitled, cash equal to such
fraction multiplied by the then current fair market value (as determined in
accordance with subsection 1.2) of one full share, together with any other stock
or other securities and property (including cash, where applicable) to which the
Holder is entitled upon such exercise pursuant to Section 1 or otherwise. Upon
exercise of this Warrant as provided herein, the Company's obligation to issue
and deliver the certificates for Common Stock shall be absolute and
unconditional, irrespective of the absence of any action by the Holder to
enforce the same, any waiver or consent with respect to any provision thereof,
the recovery of any judgment against any person or any action to enforce the
same, any failure or delay in the enforcement of any other obligation of the
Company to the Holder, or any setoff, counterclaim, recoupment, limitation or
termination, or any breach or alleged breach by the Holder or any other person
of any obligation to the Company, and irrespective of any other circumstance
which might otherwise limit such obligation of the Company to the Holder in
connection with such exercise. If the Company fails to issue and deliver the
certificates for the Common Stock to the Holder pursuant to the first sentence
of this paragraph as and when required to do so, in addition to any other
liabilities the Company may have hereunder and under applicable law, the Company
shall pay or reimburse the Holder on demand for all out-of-pocket expenses
including, without limitation, reasonable fees and expenses of legal counsel
incurred by the Holder as a result of such failure.

            3. Adjustment for Dividends in Other Stock, Property, etc.;
Reclassification, etc. In case at any time or from time to time after the
Issuance Date, all the holders of Common Stock (or Other Securities) shall have
received, or (on or after the record date fixed for the determination of
stockholders eligible to receive) shall have become entitled to receive, without
payment therefor,

            (a) other or additional stock or other securities or property (other
      than cash) by way of dividend, or

            (b) any cash (excluding cash dividends payable solely out of
      earnings or earned surplus of the Company), or

            (c) other or additional stock or other securities or property
      (including cash) by way of spin-off, split-up, reclassification,
      recapitalization, combination of shares or similar corporate
      rearrangement,

other than additional shares of Common Stock (or Other Securities) issued as a
stock dividend or in a stock-split (adjustments in respect of which are provided
for in Section 5), then and in each such


                                       4
<PAGE>

case the Holder, on the exercise hereof as provided in Section 1, shall be
entitled to receive the amount of stock and other securities and property
(including cash in the cases referred to in subdivisions (b) and (c) of this
Section 3) which the Holder would hold on the date of such exercise if on the
date thereof the Holder had been the holder of record of the number of shares of
Common Stock called for on the face of this Warrant and had thereafter, during
the period from the date hereof to and including the date of such exercise,
retained such shares and all such other or additional stock and other securities
and property (including cash in the case referred to in subdivisions (b) and (c)
of this Section 3) receivable by the Holder as aforesaid during such period,
giving effect to all adjustments called for during such period by Section 4.
Notwithstanding anything in this Section 3 to the contrary, no adjustments
pursuant to this Section 3 shall actually be made until the cumulative effect of
the adjustments called for by this Section 3 since the date of the last
adjustment actually made would change the amount of stock or other securities
and property which the Holder would hold by more than 1%.

            4. Exercise upon Reorganization, Consolidation, Merger, etc. In case
at any time or from time to time after the Issuance Date, the Company shall (a)
effect a reorganization, (b) consolidate with or merge into any other person,
(c) effect an exchange of outstanding shares of the Company for securities of
any other person or (d) transfer all or substantially all of its properties or
assets to any other person under any plan or arrangement contemplating the
dissolution of the Company, then, in each such case, as a condition of such
reorganization, consolidation, merger, share exchange, sale or conveyance, (i)
the Company shall give at least 30 days notice to the Holder of such pending
transaction whereby the Holder shall have the right to exercise this Warrant
prior to any such reorganization, consolidation, merger, share exchange, sale or
conveyance and (ii) if the Holder does not so exercise this Warrant in full, the
Company shall cause effective provisions to be made so that the Holder shall
have the right thereafter, by exercising this Warrant (in lieu of the shares of
Common Stock of the Company purchasable and receivable upon exercise of the
rights represented hereby immediately prior to such transaction) to purchase the
kind and amount of shares of stock and other securities and property (including
cash) receivable upon such reorganization, consolidation, merger, share
exchange, sale or conveyance by a holder of the number of shares of Common Stock
that might have been received upon exercise of this Warrant immediately prior to
such reorganization, consolidation, merger, share exchange, sale or conveyance.
Any exercise of this Warrant pursuant to notice under this Section shall be
conditioned upon the closing of such reorganization, consolidation, merger, sale
or conveyance which is the subject of the notice and the exercise of this
Warrant shall not be deemed to have occurred until immediately prior to the
closing of such transaction.

            5. Adjustment for Extraordinary Events. In the event that after the
Issuance Date the Company shall (i) issue additional shares of Common Stock as a
dividend or other distribution on outstanding Common Stock, (ii) subdivide or
reclassify its outstanding shares of Common Stock, or (iii) combine its
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, then, in each such event, the Purchase Price shall, simultaneously with
the happening of such event, be adjusted by multiplying the Purchase Price in
effect immediately prior to such event by a fraction, the numerator of which
shall be the number of shares of Common Stock outstanding immediately prior to
such event and the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such event, and the product so obtained
shall thereafter be the Purchase Price then in effect. The Purchase Price, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described herein in this Section 5. The Holder shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to
receive that number of shares of Common Stock determined by multiplying the
number of shares of Common Stock which would be issuable on such exercise
immediately prior to such issuance by a fraction of which (i) the numerator is
the Purchase Price in effect immediately prior to such issuance and (ii) the
denominator is the Purchase Price in effect on the date of such exercise.

            6. Adjustment for Certain Stock Issuances. In case at any time the
Company


                                       5
<PAGE>

shall issue shares of its Common Stock or debt or equity securities convertible
into or exercisable or exchangeable for shares of Common Stock (collectively,
the "Newly Issued Shares"), other than (i) an issuance pro rata to all holders
of its outstanding Common Stock, (ii) issuances pursuant to options, warrants
and convertible securities outstanding on the Issuance Date (including
securities issued pursuant to the Subscription Agreement) and (iii) issuances
pursuant to employee stock option plans (other than in connection with any
corporate financing or acquisition transaction), at a price below the Closing
Price in effect at the time of such issuance, then following such issuance of
Newly Issued Shares the number of shares of Common Stock which the Holder shall
be entitled to receive upon exercise of this Warrant shall be increased and the
Purchase Price shall be decreased to the respective amounts determined pursuant
to this Section 6. The number of shares of Common Stock purchasable upon the
exercise of this Warrant following any such adjustment shall be determined by
multiplying the number of shares purchasable upon exercise of this Warrant
immediately prior to such adjustment by a fraction, the numerator of which shall
be the sum of (a) the number of shares of Common Stock outstanding immediately
prior to the issuance of the Newly Issued Shares (calculated on a fully-diluted
basis assuming the exercise or conversion of all options, warrants, purchase
rights or convertible securities which are exercisable at the time of the
issuance of the Newly Issued Shares), plus (b) the number of Newly Issued
Shares, and the denominator of which shall be the sum of (a) the number of
shares of Common Stock outstanding immediately prior to the issuance of the
Newly Issued Shares (calculated on a fully-diluted basis assuming the conversion
of all options, warrants, purchase rights or convertible securities which are
exercisable at the time of the issuance of the Newly Issued Shares), plus (b)
the number of shares of Common Stock which the aggregate consideration, if any,
received by the Company for the number of Newly Issued Shares would purchase at
a price equal to the Closing Price in effect at the time of such issuance. Upon
any adjustment under this Section 6, the number of shares of Common Stock
purchasable upon exercise of this Warrant in full immediately after such
adjustment shall be rounded to the nearest one-one-hundredth of a share of
Common Stock subject, however, to Section 2 of this Warrant relating to
fractional shares of Common Stock. Such adjustment of the number of shares
purchasable provided for in this Section 6 may be expressed as the following
mathematical formula:

               X  =  W x    [O+N]
                            -----
                          [O+(A/C)]

      where:

      A   = aggregate consideration received by the Company for the Newly
            Issued Shares

      C   = Closing Price in effect at the time of the issuance of the Newly
            Issued Shares

      N   = number of Newly Issued Shares

      O   = number of shares of Common Stock outstanding (on a fully diluted
            basis, as described above) prior to the issuance of the Newly Issued
            Shares

      W   = number of shares issuable upon exercise of this Warrant prior to
            the issuance of the Newly Issued Shares

      X   = number of shares issuable upon exercise of this Warrant after the
            issuance of the Newly Issued Shares

Upon the issuance of such Newly Issued Shares, the Purchase Price shall,
simultaneously with the happening of such event, be adjusted by multiplying the
Purchase Price in effect immediately prior to such event by a fraction, the
numerator of which shall be the number of shares of Common Stock issuable upon
exercise of this Warrant prior to the issuance of the Newly Issued Shares and
the denominator of which shall be the number of shares of Common Stock issuable
upon the exercise


                                       6
<PAGE>

of this Warrant after the issuance of the Newly Issued Shares as provided in
this Section 6, and the product so obtained shall thereafter be the Purchase
Price then in effect. The number of shares issuable upon exercise of this
Warrant and the Purchase Price, as each is so adjusted, shall be readjusted in
the same manner upon the happening of any successive issuances of Newly Issued
Shares described in this Section 6. Notwithstanding the foregoing provisions of
this Section 6, no adjustment in the Purchase Price or the number of shares of
Common Stock issuable upon exercise of this Warrant shall be required unless
such adjustment would require an increase or decrease of at 1% in such price or
number; provided, however, that any adjustments which by reason of this Section
6 are not required to be made shall be carried forward and taken into account in
any subsequent adjustment.

            7. Further Assurances. The Company will take all action that may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of stock, free from all taxes, liens and
charges with respect to the issue thereof, on the exercise of all or any portion
of this Warrant from time to time outstanding.

            8.    Notices of Record Date, etc.  In the event of

            (a) any taking by the Company of a record of the holders of any
      class of securities for the purpose of determining the holders thereof who
      are entitled to receive any dividend on, or any right to subscribe for,
      purchase or otherwise acquire any shares of stock of any class or any
      other securities or property, or to receive any other right, or

            (b) any capital reorganization of the Company, any reclassification
      or recapitalization of the capital stock of the Company or any transfer of
      all or substantially all of the assets of the Company to or consolidation
      or merger of the Company with or into any other person (other than a
      wholly-owned subsidiary of the Company), or

            (c) any voluntary or involuntary dissolution, liquidation or
      winding-up of the Company,

then and in each such event the Company will mail or cause to be mailed to the
Holder, at least ten days prior to such record date, a notice specifying (i) the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock (or Other
Securities) shall be entitled to exchange their shares of Common Stock (or Other
Securities) for securities or other property deliverable on such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up, and (iii) the amount and character of
any stock or other securities, or rights or options with respect thereto,
proposed to be issued or granted, the date of such proposed issue or grant and
the persons or class of persons to whom such proposed issue or grant is to be
offered or made. Such notice shall also state that the action in question or the
record date is subject to the effectiveness of a registration statement under
the 1933 Act, or a favorable vote of stockholders if either is required. Such
notice shall be mailed at least ten days prior to the date specified in such
notice on which any such action is to be taken or the record date, whichever is
earlier.

            9. Reservation of Stock, etc., Issuable on Exercise of Warrants. The
Company will at all times reserve and keep available out of its authorized but
unissued shares of capital stock, solely for issuance and delivery on the
exercise of this Warrant, a sufficient number of shares of Common Stock (or
Other Securities) to effect the full exercise of this Warrant and the exercise,
conversion or exchange of any other warrant or security of the Company
exercisable for, convertible into, exchangeable for or otherwise entitling the
holder to acquire shares of Common Stock (or Other Securities), and if at any
time the number of authorized but unissued shares of


                                       7
<PAGE>

Common Stock (or Other Securities) shall not be sufficient to effect such
exercise, conversion or exchange, the Company shall take such action as may be
necessary to increase its authorized but unissued shares of Common Stock (or
Other Securities) to such number as shall be sufficient for such purposes.

            10. Transfer of Warrant. This Warrant shall inure to the benefit of
the successors to and assigns of the Holder. This Warrant and all rights
hereunder, in whole or in part, are registrable at the office or agency of the
Company referred to below by the Holder hereof in person or by his duly
authorized attorney, upon surrender of this Warrant properly endorsed.

            11. Register of Warrants. The Company shall maintain, at the
principal office of the Company (or such other office as it may designate by
notice to the Holder hereof), a register in which the Company shall record the
name and address of the person in whose name this Warrant has been issued, as
well as the name and address of each successor and prior owner of such Warrant.
The Company shall be entitled to treat the person in whose name this Warrant is
so registered as the sole and absolute owner of this Warrant for all purposes.

            12. Exchange of Warrant. This Warrant is exchangeable, upon the
surrender hereof by the Holder hereof at the office or agency of the Company
referred to in Section 11, for one or more new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock which may be subscribed for and purchased hereunder,
each of such new Warrants to represent the right to subscribe for and purchase
such number of shares as shall be designated by said Holder hereof at the time
of such surrender.

            13. Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

            14. Warrant Agent. In accordance with the Transfer Agent Agreement,
dated as of March 21, 2000, by and among the Company, ChaseMellon Shareholder
Services, L.L.C., as Transfer Agent and Registrar (the "Transfer Agent"), and
the original Holder of this Warrant and the other common stock purchase warrants
of like tenor issued by the Company in connection with the issuance of this
Warrant, the Company has appointed the Transfer Agent as the exercise agent for
purposes of issuing shares of Common Stock (or Other Securities) on the exercise
of this Warrant pursuant to Section 1. The Company may, by notice to the Holder,
appoint an agent having an office in the United States of America for the
purpose of exchanging this Warrant pursuant to Section 12 and replacing this
Warrant pursuant to Section 13, or either of the foregoing, and thereafter any
such exchange or replacement, as the case may be, shall be made at such office
by such agent.

            15. Remedies. The Company stipulates that the remedies at law of the
Holder in the event of any default or threatened default by the Company in the
performance of or compliance with any of the terms of this Warrant are not and
will not be adequate, and that such terms may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.

            16. No Rights or Liabilities as a Stockholder. This Warrant shall
not entitle the Holder hereof to any voting rights or other rights as a
stockholder of the Company. No provision of this Warrant, in the absence of
affirmative action by the Holder hereof to purchase Common Stock, and no mere
enumeration herein of the rights or privileges of the Holder hereof, shall give
rise to any liability of the Holder for the Purchase Price or as a stockholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.


                                       8
<PAGE>

            17. Notices, etc. All notices and other communications from the
Company to the registered Holder or from the registered Holder to the Company
shall be delivered personally (which shall include telephone line facsimile
transmission with answer back confirmation) or by courier and shall be effective
upon receipt, addressed to each party at the address or telephone line facsimile
transmission number for each party set forth in the Subscription Agreement or at
such other address or telephone line facsimile transmission number as a party
shall have provided to the other party in accordance with this provision.

            18. Transfer Restrictions. By acceptance of this Warrant, the Holder
represents to the Company that this Warrant is being acquired for the Holder's
own account and for the purpose of investment and not with a view to, or for
sale in connection with, the distribution thereof, nor with any present
intention of distributing or selling this Warrant or the Common Stock issuable
upon exercise of this Warrant. The Holder acknowledges and agrees that this
Warrant and, except as otherwise provided in the Registration Rights Agreement,
the shares of Common Stock issuable upon exercise of this Warrant (if any) have
not been (and at the time of acquisition by the Holder, will not have been or
will not be), registered under the 1933 Act or under the securities laws of any
state, in reliance upon certain exemptive provisions of such statutes. The
Holder further recognizes and acknowledges that because this Warrant and, except
as provided in the Registration Rights Agreement, the Common Stock issuable upon
exercise of this Warrant (if any) are unregistered, they may not be eligible for
resale, and may only be resold in the future pursuant to an effective
registration statement under the 1933 Act and any applicable state securities
laws, or pursuant to a valid exemption from such registration requirements.
Unless the shares of Common Stock issuable upon exercise of this Warrant have
theretofore been registered for resale under the 1933 Act, the Company may
require, as a condition to the issuance of Common Stock upon the exercise of
this Warrant (i) in the case of an exercise in accordance with Section 1.1
hereof, a confirmation as of the date of exercise of the Holder's
representations pursuant to this Section 18, or (ii) in the case of an exercise
in accordance with Section 1.2 hereof, an opinion of counsel reasonably
satisfactory to the Company that the shares of Common Stock to be issued upon
such exercise may be issued without registration under the 1933 Act.

            19. Legend. Unless theretofore registered for resale under the 1933
Act, each certificate for shares issued upon exercise of this Warrant shall bear
the following legend:

      The securities represented by this certificate have not been registered
      under the Securities Act of 1933, as amended. The securities have been
      acquired for investment and may not be resold, transferred or assigned in
      the absence of an effective registration statement for the securities
      under the Securities Act of 1933, as amended, or an opinion of counsel
      that registration is not required under said Act.

            20. Amendment; Waiver. This Warrant and any terms hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. Notwithstanding any other provision of this Warrant or
the Subscription Agreement, in addition to the requirements of the immediately
preceding sentence, any amendment of (x) Section 1.1(b), (y) the definition of
the term Aggregated Person or (z) this sentence shall require approval by the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock, present in person or represented by proxy at a duly convened
meeting of stockholders of the Company, and entitled to vote, or the consent
thereto in writing by holders of a majority of the outstanding shares of Common
Stock, and the stockholders of the Company are hereby expressly made third party
beneficiaries of this sentence.

            21. Miscellaneous. This Warrant shall be construed and enforced in
accordance with and governed by the internal laws of the State of Delaware. The
headings in this Warrant are for purposes of reference only, and shall not limit
or otherwise affect any of the terms hereof. The invalidity or unenforceability
of any provision hereof shall in no way affect the validity or enforceability of
any other provision.


                                       9
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be executed on
its behalf by one of its officers thereunto duly authorized.

Dated: ______________________, 2000       e4L, INC.


                                           By:__________________________________

                                           Title:_______________________________


                                       10
<PAGE>

                              FORM OF SUBSCRIPTION

                                    e4L, INC.

                   (To be signed only on exercise of Warrant)

TO: ChaseMellon Shareholder Services, L.L.C.,   CC:  e4L, Inc.
      as Exercise Agent                              15821 Ventura Boulevard
    450 West 33rd Street                             5th Floor
    10th Floor                                       Los Angeles, California
    New York, New York 10001                         91436

      1. The undersigned Holder of the attached original, executed Warrant
hereby elects to exercise its purchase right under such Warrant with respect to
______________ shares of Common Stock, as defined in the Warrant, of e4L, Inc.,
a Delaware corporation (the "Company").

      2. The undersigned Holder (check one):

  |_|(a)       elects to pay the aggregate purchase price for such shares of
               Common Stock (the "Exercise Shares") (i) by lawful money of the
               United States or the enclosed certified or official bank check
               payable in United States dollars to the order of the Company in
               the amount of $___________, or (ii) by wire transfer of United
               States funds to the account of the Company in the amount of
               $____________, which transfer has been made before or
               simultaneously with the delivery of this Form of Subscription
               pursuant to the instructions of the Company;

      or

   |_|(b)      elects to receive shares of Common Stock having a value equal to
               the value of the Warrant calculated in accordance with Section
               1.2 of the Warrant.

      3. Please issue a stock certificate or certificates representing the
appropriate number of shares of Common Stock in the name of the undersigned or
in such other name as is specified below:


            Name:    _______________________________

            Address: _______________________________

                     _______________________________


Dated: ____________ ___, _______      __________________________________________
                                      (Signature must conform to name of Holder
                                      as specified on the face of the Warrant)

                                      __________________________________________
                                      (Address)

<PAGE>
                                                                     EXHIBIT 4.4

                                                                        Annex IV
                                                                              to
                                                                    Subscription
                                                                       Agreement

      VOID AFTER 5:00 P.M. NEW YORK CITY
      TIME ON MARCH 21, 2005

      THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
      OR ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY NOT BE
      OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
      THE SECURITIES UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED, SOLD OR
      TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THOSE LAWS.

                                            Right to Purchase [INSERT PRO RATA
                                            PORTION OF 250,000] Common Units Of
                                            BuyItNow.com, LLC owned by e4L, Inc.

No. BW-
Date: March 21, 2000

                          COMMON UNIT PURCHASE WARRANT

      THIS CERTIFIES THAT, for value received, _________________ or its
registered assigns, is entitled to purchase from e4L, Inc., a corporation
organized under the laws of the State of Delaware (the "Company"), at any time
or from time to time during the period specified in Section 2 hereof, [INSERT
PRO RATA PORTION OF 250,000] common units (the "Warrant Shares") of
BuyItNow.com, LLC ("BuyItNow") at an exercise price per share (the "Exercise
Price") equal to $5.00. The number of Warrant Shares and the Exercise Price are
subject to adjustment as provided in Section 3 hereof. This Warrant is issued
pursuant to the Subscription Agreement, dated as of March 21, 2000 (the
"Subscription Agreement"), between the Company and the original holder of this
Warrant. In addition, the holder of this Warrant has certain rights as set forth
in Section 8 hereof in the event of a change of control of BuyItNow.

      This Warrant is subject to the following terms, provisions, and
conditions:

      1. Manner of Exercise; Issuance of Certificates; Payment for Shares.
Subject to the provisions hereof, including, without limitation, the limitations
contained in Section 4 hereof, this Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant, together with a
completed exercise agreement in the form attached hereto (the "Exercise
Agreement"), to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder hereof), and upon payment to
the Company in cash, by certified or official bank check or by wire transfer for
the account of the Company, of the Exercise Price for the Warrant Shares
specified in the Exercise Agreement. The Warrant Shares so purchased shall be
deemed to

<PAGE>

be sold to the holder hereof as of the close of business on the date on which
this Warrant shall have been surrendered, the completed Exercise Agreement shall
have been delivered, and payment shall have been made for such shares as set
forth above or, if such date is not a business day, on the next succeeding
business day. The Company shall use its best efforts to deliver the certificates
for the Warrant Shares so purchased within a reasonable time after this Warrant
shall have been so exercised, but in no event later than five business
thereafter. If this Warrant shall have been exercised only in part, then, unless
this Warrant has expired, the Company shall, at its expense, at the time of
delivery of such certificates, deliver to the holder a new Warrant representing
the number of shares with respect to which this Warrant shall not then have been
exercised.

      2. Period of Exercise.

            (a) This Warrant is exercisable, at any time or from time to time
during the period (the "Exercise Period") beginning on the Issue Date (as
defined herein), and ending at 5:00 p.m., New York City time, on March 21, 2005
(the "Expiration Date").

      3. Antidilution Provision. The Exercise Price and the number of Warrant
Shares which may be purchased hereunder shall be subject to adjustment from time
to time as provided in this Section 3.

            (a) Subdivision or Combination of Common Stock. If BuyItNow at any
time after the date of the initial issuance of this Warrant (the "Issue Date"),
subdivides (by any stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) its common units into a greater
number of units, then, after the date of record for effecting such subdivision,
the Exercise Price in effect immediately prior to such subdivision will be
proportionately reduced. If BuyItNow, at any time after the Issue Date, combines
(by reverse stock split, recapitalization, reorganization, reclassification or
otherwise) its common units into a smaller number of units, then, after the date
of record for effecting such combination, the Exercise Price in effect
immediately prior to such combination will be proportionately increased.

      4. Transfer and Replacement of Warrant.

            (a) Restriction on Transfer. This Warrant and the rights granted to
the holder hereof are transferable, in whole or in part, upon surrender of this
Warrant, together with a properly executed assignment in the form attached
hereto, at the office or agency of the Company referred to in Section 5 below,
provided, however, that any transfer or assignment shall be subject to the
conditions set forth in Section 4(d) hereof and to the provisions of Sections
4(a) and 4(b) of the Subscription Agreement. Until due presentment for transfer
on the books of the Company, the Company may treat the registered holder hereof
as the owner and holder hereof for all purposes, and the Company shall not be
affected by any notice to the contrary.

            (b) Replacement of Warrant. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of
this Warrant and, in the case of any such loss, theft, or destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

            (c) Cancellation. Upon the surrender of this Warrant in connection
with any transfer or replacement as provided in this Section 4, this Warrant
shall be promptly canceled by the Company.

            (d) Exercise or Transfer Without Registration. If, at the time of
the surrender of this Warrant in connection with any exercise, transfer, or
exchange of this Warrant, this Warrant (or, in the case of any exercise, the
Warrant Shares issuable hereunder), shall not be registered under the


                                      -2-
<PAGE>

Securities Act and under applicable state securities or blue sky laws, the
Company may require, as a condition of allowing such exercise, transfer, or
exchange, (i) that the holder or transferee of this Warrant, as the case may be,
furnish to the Company a written opinion of counsel (which opinion shall be in
form, substance and scope customary for opinions of counsel in comparable
transactions) to the effect that such exercise, transfer, or exchange may be
made without registration under the Securities Act and under applicable state
securities or blue sky laws, (ii) that the holder or transferee execute and
deliver to the Company an investment letter in form and substance acceptable to
the Company and (iii) that the transferee be an "accredited investor" as defined
in Rule 501(a) promulgated under the Securities Act; provided that no such
opinion, letter or status as an "accredited investor" shall be required in
connection with a transfer pursuant to Rule 144 under the Securities Act.

      5. Notices. Any notices required or permitted to be given under the terms
of this Warrant shall be sent by certified or registered mail (return receipt
requested) or delivered personally or by courier or by confirmed telecopy, and
shall be effective five days after being placed in the mail, if mailed, or upon
receipt or refusal of receipt, if delivered personally or by courier, or by
confirmed telecopy, in each case addressed to a party. The addresses for such
communications shall be:

                  If to the Company:

                  e4L, Inc.
                  15821 Ventura Boulevard, 5th Floor
                  Los Angeles, CA  91436
                  Telecopy: (818) 461-6530
                  Attn: Daniel M. Yukelson

                  with a copy to:

                  Klehr, Harrison, Harvey, Branzburg & Ellers LLP
                  260 South Broad Street
                  Philadelphia, PA  19102
                  Telecopy: (215) 568-6603
                  Attn:  William W. Matthews, III, Esquire

If to the holder, at such address as such holder shall have provided in writing
to the Company, or at such other address as such holder furnishes by notice
given in accordance with this Section 5.

      6. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed in the State of Delaware.

      7. Miscellaneous.

            (a) Amendments. This Warrant and any provision hereof may only be
amended by an instrument in writing signed by the Company and the holder hereof.

            (b) Descriptive Headings. The descriptive headings of the several
Sections of this Warrant are inserted for purposes of reference only, and shall
not affect the meaning or construction of any of the provisions hereof.

            (c) Business Day. For purposes of this Warrant, the term "business
day" means any day, other than a Saturday or Sunday or a day on which banking
institutions in the State of New York are authorized or obligated by law,
regulation or executive order to close.


                                      -3-
<PAGE>

      8. Sale of BuyItNow.

            (a) Payment by the Company. In case of any consolidation of BuyItNow
with, or merger of BuyItNow into any other corporation, or in case of any sale
or conveyance of all of the outstanding units of BuyItNow or all or
substantially all of its assets other than in connection with a plan of complete
liquidation of BuyItNow (collectively, a "Change of Control Transaction") at any
time after the Issue Date and prior to the Expiration Date, the Company shall
pay to the holder of this Warrant pursuant to and in accordance with Section
8(b), an amount of cash or other consideration (the "BuyItNow Buyout Payment")
determined in accordance with the following formula:

            B     =     W   x    ( (C / N)  -    E)

Where:

            B = The amount of the BuyItNow Buyout Payment, which payment shall
            be in the same form (i.e., cash or non-cash) as the consideration
            which the Company receives for its BuyItNow common units pursuant to
            the Change of Control Transaction.

            W = The number of Warrant Shares issuable upon exercise of this
            Warrant on the date of consummation of the Change of Control
            Transaction.

            C = The Value (as defined below) of the consideration received by
            the Company in the Change of Control Transaction.

            N = The number of common units of BuyItNow held by the Company
            immediately prior to the consummation of the Change of Control
            Transaction.

            E = The Exercise Price of this Warrant on the date of consummation
            of the Change of Control Transaction.

            (b) BuyItNow Buyout Payment. Within ten (10) business days after the
consummation of a Change of Control Transaction, the Company shall provide
written notice (the "Buyout Notice") to the holder of this Warrant stating that
a Change of Control Transaction has occurred, along with a calculation of the
amount of the payment (and the form of the consideration thereof) which the
holder of this Warrant may receive. If the holder of this Warrant desires to
receive such payment, such holder shall submit to the Company, within ten (10)
business days after receipt of the Buyout Notice, this Warrant and a written
notice which indicates that the holder of this Warrant desires to receive the
BuyItNow Buyout Payment. Subject to any applicable time and/or other
restrictions imposed upon the Company by the documents relating to the Change of
Control Transaction, the Company shall pay the BuyItNow Buyout Payment to the
holder of this Warrant within ten (10) business days after receipt of this
Warrant, the aforementioned notice and the receipt by the Company of the full
consideration which the Company is entitled to receive in connection with the
Change of Control Transaction.

            (c) Status of Warrant. Upon tender of this Warrant in accordance
with Section 8(b), this Warrant shall be null and void and of no further force
and effect, except as to the right of the holder to receive the BuyItNow Buyout
Payment.

            (d)   Definitions.      For purposes of this Section 8,

                  "Value" means (i) with respect to cash, the amount thereof and
(ii) with respect to consideration other than cash, the fair market value of
such consideration, except where


                                      -4-
<PAGE>

such consideration consists of securities, in which case the amount of
consideration will be the Market Price thereof as of the date of the
consummation of the Change of Control Transaction. The fair market value of any
consideration other than cash or securities will be determined in good faith by
an investment banker or other appropriate expert of national reputation selected
by the Company and reasonably acceptable to the holder hereof, with the costs of
such appraisal to be borne by the Company.

                  "Market Price" means the volume weighted average sale prices
on the principal trading market for a security for the trading day immediately
preceding the date of the consummation of the Change of Control Transaction, or,
if the Market Price cannot be calculated as of such date on the foregoing basis,
the Market Price shall be the fair market value as reasonably determined by an
investment banking firm selected by the Company and reasonably acceptable to the
holder hereof, with the costs of such appraisal to be borne by the Company.

      9. Assignment of Registration Rights. The Company hereby assigns to the
holder of this Warrant all of its rights with respect to the registration of all
Warrant Shares for which this Warrant may be exercised (which rights are set
forth in Exhibit G to the Operating Agreement, dated as of June 7, 1999, as
amended, among BuyItNow.com L.L.C., e4L, Inc. and BuyItNow, Inc. (the "BuyItNow
Registration Rights"), a copy of which is attached hereto as Exhibit A; provided
that the holder of this Warrant assumes the Company's obligations in respect of
the Warrant Shares set forth in the BuyItNow Registration Rights.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -5-
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be executed on
its behalf by one of its officers thereunto duly authorized.

Dated: ________________, 2000

                                          e4L, INC.


                                          By: __________________________________
                                              Name:
                                              Title:


                                      -6-
<PAGE>

                           FORM OF EXERCISE AGREEMENT
         (To be Executed by the Holder in order to Exercise the Warrant)

To:   e4L, Inc.
      15821 Ventura Boulevard, 5th Floor
      Los Angeles, CA  91436
      Telecopy: (818) 461-6530
      Attn: Daniel M. Yukelson

      The undersigned hereby irrevocably exercises the right to purchase
_____________ common units of BuyItNow.com, LLC, evidenced by the attached
Warrant, and herewith makes payment of the Exercise Price with respect to such
shares in full, all in accordance with the conditions and provisions of said
Warrant.

      8. The undersigned agrees not to offer, sell, transfer or otherwise
dispose of any Common Stock obtained on exercise of the Warrant, except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws, and agrees that the following legend
may be affixed to the stock certificate for the Common Stock hereby subscribed
for if resale of such Common Stock is not registered or if Rule 144 is
unavailable:

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY
      STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE
      OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
      THE SECURITIES UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED, SOLD OR
      TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THOSE LAWS.

      9. The undersigned hereby assumes the Company's obligations under the
BuyItNow Registration Rights Agreement in respect of the Warrant Shares.

      (iii) The undersigned requests that stock certificates for such shares be
issued, and a Warrant representing any unexercised portion hereof be issued,
pursuant to the Warrant in the name of the Holder and delivered to the
undersigned at the address set forth below:


Dated:_________________             ____________________________________________
                                          Signature of Holder

                                    ____________________________________________
                                          Name of Holder (Print)

                                    Address:____________________________________

<PAGE>

                               FORM OF ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
all the rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock covered thereby set forth hereinbelow, to:

Name of Assignee              Address                 No of Shares
- ----------------              -------                 ------------



, and hereby irrevocably constitutes and appoints ____________________________,
as agent and attorney-in-fact to transfer said Warrant on the books of the
within-named corporation, with full power of substitution in the premises.

Dated: ____________________, ____,

In the presence of

__________________________________


                                     Name: _____________________________________


                                     Signature: ________________________________

                                     Title of Signing Officer or Agent (if any):


                                     ___________________________________________

                                     Address: __________________________________

                                              __________________________________

                                     Note: The above signature should correspond
                                           exactly with the name on the face of
                                           the within Warrant.


<PAGE>
                                                                    EXHIBIT 10.1

                             SUBSCRIPTION AGREEMENT

                      SERIES G CONVERTIBLE PREFERRED STOCK
                      SERIES H CONVERTIBLE PREFERRED STOCK
                                       and
                       WARRANTS TO PURCHASE COMMON UNITS
                             OF BUYITNOW.COM L.L.C.


                                       -1-
<PAGE>

e4L, INC.

Table of Contents
- -----------------
                                                                            Page
                                                                            ----

1.  AGREEMENT TO SUBSCRIBE; PURCHASE PRICE ................................   1
   (a) Subscription .......................................................   1
   (b) Closing ............................................................   2
   (c) Form of Payment ....................................................   2

2. BUYER REPRESENTATIONS, WARRANTIES, ETC .................................   3
   (a) Purchase for Investment ............................................   3
   (b) Accredited Investor ................................................   3
   (c) Reoffers and Resales ...............................................   3
   (d) Company Reliance ...................................................   3
   (e) Information Provided ...............................................   3
   (f) Absence of Approvals ...............................................   4
   (g) Subscription Agreement .............................................   4

3. COMPANY REPRESENTATIONS, WARRANTIES, ETC. ..............................   4
   (a) Organization and Authority .........................................   4
   (b) Capitalization .....................................................   4
   (c) Concerning the Shares, the Common Stock and the BuyItNow Interests .   5
   (d) Transaction Documents ..............................................   6
   (e) Non-contravention ..................................................   6
   (f) Approvals ..........................................................   7
   (g) Information Provided ...............................................   7
   (h) Absence of Certain Changes .........................................   7
   (i) Absence of Certain Proceedings .....................................   8
   (j) Properties .........................................................   8
   (k) Labor Relations ....................................................   9
   (l) SEC Filings ........................................................   9
   (m) Absence of Brokers, Finders, Etc ...................................   9
   (n) No Solicitation ....................................................   9
   (o) Certain Issuances of Securities ....................................  10
   (p) Rights Agreement ...................................................  10

4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS ..................................  10
   (a) Transfer Restrictions ..............................................  10
   (b) Restrictive Legend .................................................  11
   (c) Registration Rights Agreement ......................................  12
   (d) Form D .............................................................  12
   (e) Authorization for Trading; Reporting Status ........................  12
   (f) Use of Proceeds ....................................................  12
   (g) Blue Sky Laws ......................................................  13
   (h) Certain Expenses ...................................................  13
   (i) Certain Issuances of Securities ....................................  13
   (j) Certain Trading Restrictions .......................................  14
   (k) Best Efforts .......................................................  14

5. TRANSFER AGENT AGREEMENT; CONVERSION PROCEDURE .........................  14
   (a) Transfer Agent Agreement ...........................................  14
   (b) Conversion Procedure ...............................................  15

6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL AND ISSUE ...............  16


                                      -i-
<PAGE>

7. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE .......................  16

8. MISCELLANEOUS ..........................................................  16
   (a) Governing Law ......................................................  16
   (b) Counterparts .......................................................  16
   (c) Headings, etc ......................................................  17
   (d) Severability .......................................................  17
   (e) Amendments .........................................................  17
   (f) Waivers ............................................................  17
   (g) Notices ............................................................  18
   (h) Assignment .........................................................  18
   (i) Survival of Representations and Warranties .........................  18
   (j) Entire Agreement ...................................................  18
   (k) Termination ........................................................  18
   (l) Further Assurances .................................................  19
   (m) Public Statements, Press Releases, Etc .............................  19
   (n) Construction .......................................................  19

SCHEDULES

Schedule 3(a)  Subsidiaries
Schedule 3(b)  Antidilution Adjustments; Registration Rights
Schedule 3(c)     NYSE Listing Matters
Schedule 3(f)     Approvals
Schedule 3(h)     Certain Changes
Schedule 3(j)     Property Matters

ANNEXES

Annex I           Form of Series G Certificate of Designations
Annex II          Form of Series H Certificate of Designations
Annex III         Form of Common Stock Purchase Warrant
Annex IV          Form of BuyItNow Common Unit Purchase Warrant
Annex V           Form of Registration Rights Agreement
Annex VI          Form of Transfer Agent Agreement
Annex VII         Form of Notice of Conversion of Series G Convertible
                     Preferred Stock
Annex VIII        Form of Notice of Conversion of Series H Convertible
                     Preferred Stock
Annex IX          Form of Opinion of Counsel to Be Delivered on Closing Date
Annex X           Form of Opinion of United Kingdom Counsel to be
                     Delivered on Closing Date
Annex XI          Form of Opinion of New Zealand Counsel to be Delivered on
                     Closing Date
Annex XII         Form of Opinion of Australian Counsel to be Delivered on
                     Closing Date
Annex XIII        Form of Opinion of Japanese Counsel to be Delivered on
                     Closing Date


                                       ii
<PAGE>

                             SUBSCRIPTION AGREEMENT

            THIS SUBSCRIPTION AGREEMENT, dated as of March 21, 2000, by and
between e4L, INC., a Delaware corporation (the "Company"), with headquarters
located at 15821 Ventura Boulevard, 5th Floor, Los Angeles, California 91436,
and ADVANTAGE FUND II LED., a British Virgin Islands corporation (the "Buyer").

                              W I T N E S S E T H:

            WHEREAS, the Buyer wishes to purchase, upon the terms and subject to
the conditions of this Agreement, shares of two series of non-voting,
convertible preferred stock of the Company which will be convertible into shares
of Common Stock, $.01 par value (the "Common Stock"), of the Company and in
connection therewith the Company is to issue to the Buyer warrants to purchase
shares of Common Stock and warrants to purchase limited liability company common
unit interests in an affiliate of the Company as provided in this Agreement; and

            WHEREAS, the Company and the Buyer are executing and delivering this
Agreement in reliance upon the exemption from securities registration afforded
by Rule 506 of Regulation D ("Regulation D") as promulgated by the Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "1933 Act");

            NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

            1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE.

            (a) Subscription. The Buyer hereby agrees to purchase from the
Company (1) the number of shares (the "Series G Preferred Shares") of Series G
Convertible Preferred Stock, $.01 par value (the "Series G Preferred Stock"), of
the Company set forth on the signature page of this Agreement, having the terms
and conditions as set forth in the form of the Certificate of Designations of
the Series G Convertible Preferred Stock attached hereto as Annex I (the "Series
G Certificate of Designations") at the price per share and for the aggregate
purchase price set forth on the signature page of this Agreement (the "Series G
Purchase Price") and (2) the number of shares (the "Series H Preferred Shares")
of Series H Convertible Preferred Stock, $.01 par value (the "Series H Preferred
Stock"), of the Company set forth on the signature page of this Agreement,
having the terms and conditions as set forth in the form of the Certificate of
Designations of the Series H Convertible Preferred Stock attached hereto as
Annex II (the "Series H Certificate of Designations") at the price per share and
for the aggregate purchase price set forth on the signature page of this
Agreement (the "Series H Purchase Price" and, when added to the Series G
Purchase Price, the "Total Purchase Price"). In connection with the purchase of
the Series G Preferred Shares and the Series H Preferred Shares by the Buyer,
the Company shall issue to the Buyer, at the Closing (as defined herein) on the
Closing Date (as defined herein), (A) Common Stock Purchase Warrants in the form
attached hereto as Annex III (the "Warrants") to purchase a number of shares of
Common Stock (subject to adjustment after issuance of the Warrants as provided
in the Warrants) equal to the amount obtained by multiplying (i) the quotient
obtained by dividing (x) the Total Purchase Price by (y) the average closing
price of the Common Stock on the New York Stock Exchange (the "NYSE") for the
ten consecutive trading days immediately prior to the Closing Date times (ii)
0.15 and (B) Warrants in the form attached hereto as Annex IV (the "BuyItNow
Warrants") to purchase from the Company 150,000 limited liability company common
unit interests (the "BuyItNow Interests") in BuyItNow.com L.L.C., a Delaware
limited liability company ("BuyItNow").

            The Series G Preferred Stock and the Series H Preferred Stock are
referred to herein collectively as the "Preferred Stock." The Series G Preferred
Shares and the Series H Preferred Shares are referred to herein collectively as
the "Preferred Shares." The shares of Common Stock issuable upon exercise of the
Warrants are referred to herein as the "Warrant Shares." The Warrant Shares and
the shares of Common Stock issuable upon conversion of the Preferred Shares, in
each

<PAGE>

case together with the related Preferred Share Purchase Rights issued or
issuable pursuant to the Rights Agreement, dated as of January 3, 1994, between
the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agreement"), (or any similar rights hereafter issued by the Company with
respect to the Common Stock), are referred to herein collectively as the "Common
Shares." The Common Shares and the Preferred Shares are referred to herein
collectively as the "Shares." The Shares, the Warrants and the BuyItNow Warrants
are referred to herein collectively as the "Securities." As used in this
Agreement, the term "Business Day" means any day other than a Saturday, Sunday
or other day on which commercial banks in The City of New York are authorized or
required by law to remain closed.

            (b) Closing. The issuance and sale of the Preferred Shares and the
issuance of the Warrants and the BuyItNow Warrants (the "Closing") shall occur
at 12:00 noon, New York City time on the date (the "Closing Date") on which the
parties' respective conditions set forth in Sections 6 and 7 have been satisfied
or waived, or such other mutually agreed to date and time. The Closing shall
occur on the Closing Date at the offices of Siller Wilk LLP, 747 Third Avenue,
New York, New York, 10017-2803. At the Closing, upon the terms and subject to
the conditions of this Agreement, (1) the Company shall issue and deliver to the
Buyer the Preferred Shares, the Warrants and the BuyItNow Warrants against
payment by the Buyer to the Company of an amount equal to the Total Purchase
Price, and (2) the Buyer shall pay to the Company an amount equal to the Total
Purchase Price against delivery by the Company to the Buyer of the Preferred
Shares, the Warrants and the BuyItNow Warrants. The certificates for the
Preferred Shares, the Warrants and the BuyItNow Warrants shall be registered in
the name of the Buyer or its nominee.

            (c) Form of Payment. Payment by the Buyer of the Total Purchase
Price to the Company on the Closing Date shall be made by wire transfer of
immediately available funds to:

            Chase Manhattan Bank N.A.
            ABA#021000021
            For credit to account No. 066296390
            For credit to the account of Prudential Securities, Inc.
            For further credit to account No. JQS-956476-G4
            For further credit to account of National Media/e4L
            Reference:  Advantage

            2. BUYER REPRESENTATIONS, WARRANTIES, ETC.

            The Buyer represents and warrants to, and covenants and agrees with,
the Company as follows:

            (a) Purchase for Investment. The Buyer is purchasing the Preferred
Shares and acquiring the Warrants and the BuyItNow Warrants, will acquire the
Common Shares upon conversion of the Preferred Shares or exercise of the
Warrants, and will acquire the BuyItNow Interests upon exercise of the BuyItNow
Warrants for its own account for investment only and not with a view towards the
public sale or distribution thereof;

            (b) Accredited Investor. The Buyer is an "accredited investor" as
that term is defined in Rule 501 of the General Rules and Regulations under the
1933 Act by reason of Rule 501(a)(3);

            (c) Reoffers and Resales. All subsequent offers and sales of the
Securities by the Buyer shall be made pursuant to registration of the Securities
being offered and sold under the 1933 Act or pursuant to an exemption from
registration;

            (d) Company Reliance. The Buyer understands that the Preferred
Shares are being offered and sold, the Warrants and the BuyItNow Warrants are
being issued, and the Common Shares and the BuyItNow Interests are being
offered, in each case to it in reliance on specific exemptions from the
registration requirements of United States federal and state securities laws and
that the Company is relying upon the truth and accuracy of, and the Buyer's
compliance with, the


                                      -2-
<PAGE>

representations, warranties, agreements, acknowledgments and understandings of
the Buyer set forth herein in order to determine the availability of such
exemptions and the eligibility of the Buyer to acquire the Preferred Shares, the
Warrants and the BuyItNow Warrants and to receive an offer of the Common Shares
and the BuyItNow Interests;

            (e) Information Provided. The Buyer and its advisors, if any, have
been furnished with all materials relating to the business, finances and
operations of the Company and materials relating to the offer and sale of the
Preferred Shares and the issuance of the Warrants and the BuyItNow Warrants and
the offer of the Common Shares and the BuyItNow Interests which have been
requested by the Buyer; the Buyer and its advisors, if any, have been afforded
the opportunity to ask questions of the Company and have received satisfactory
answers to any such inquiries; without limiting the generality of the foregoing,
the Buyer has had the opportunity to obtain and to review the Company's (1)
Annual Report on Form 10-K for the fiscal year ended March 31, 1999 (the "1999
10-K"), (2) Quarterly Reports on Form 10-Q for the fiscal quarters ended June
30, 1999, September 30, 1999 and December 31, 1999, (3) Current Reports on Form
8-K filed September 9, 1999 and October 1, 1999, and (4) definitive proxy
statement for the Company's Annual Meeting of Stockholders held on January 20,
2000, in each case as filed with the SEC (collectively, the "SEC Reports"); and
the Buyer understands that its investment in the Shares involves a high degree
of risk;

            (f) Absence of Approvals. The Buyer understands that no United
States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Shares; and

            (g) Subscription Agreement. This Agreement has been duly and validly
authorized, executed and delivered on behalf of the Buyer and is a valid and
binding agreement of the Buyer enforceable in accordance with its terms, subject
as to enforceability to general principles of equity and to bankruptcy,
insolvency, moratorium and other similar laws affecting the enforcement of
creditors' rights generally.

            3. COMPANY REPRESENTATIONS, WARRANTIES, ETC.

            The Company represents and warrants to, and covenants and agrees
with, the Buyer that:

            (a) Organization and Authority. The Company and each of its
subsidiaries listed on Schedule 3(a) to this Agreement (the "Subsidiaries") is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation, and (i) the Company and each Subsidiary
has all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now being conducted, and (ii) the
Company has all requisite corporate power and authority to execute, deliver and
perform its obligations under this Agreement, the Preferred Shares, the Series G
Certificate of Designations, the Series H Certificate of Designations, the
Warrants, the BuyItNow Warrants, the Registration Rights Agreement, the form of
which is attached hereto as Annex V (the "Registration Rights Agreement"), the
Transfer Agent Agreement, the form of which is attached hereto as Annex VI (the
"Transfer Agent Agreement"), and the other agreements, instruments and documents
to be executed and delivered by the Company in connection herewith
(collectively, the "Transaction Documents"), and to consummate the transactions
contemplated hereby and thereby. The Company and each Subsidiary is duly
qualified to do business as a foreign corporation and is in good standing in all
jurisdictions wherein such qualification is necessary and where failure so to
qualify could have a material adverse effect on the business, properties,
operations, condition (financial or other), results of operations or prospects
of the Company and the Subsidiaries, taken as a whole. The Company has no
subsidiaries or equity investment in any person other than the Subsidiaries and
BuyItNow.

            (b) Capitalization. The authorized capital stock of the Company
consists of (1) 150,000,000 shares of Common Stock of which 41,202,656 are
outstanding on March 20, 2000, all of which are fully paid and nonassessable;
and (2) 10,000,000 shares of Preferred Stock, $.01 par value, of which (A)
400,000 shares are designated as Series B Convertible Preferred Stock, of which
5,000 shares are issued and outstanding, (B) 20,000 shares are designated as
Series D Convertible Preferred Stock, of which 16,863 shares are issued and
outstanding, (C) 22,000 shares are designated


                                      -3-
<PAGE>

as Series E Convertible Preferred Stock, of which 9,960 shares are issued and
outstanding, (D) 20,000 shares are designated as Series F Convertible Preferred
Stock, of which 5,000 shares are issued and outstanding, (E) 5,000 shares will
be designated as Series G Convertible Preferred Stock and will be issued
pursuant to this Agreement and the other subscription agreement for the purchase
of shares of Preferred Stock and the acquisition of common stock purchase
warrants and warrants to acquire BuyItNow Interests being entered into in
connection herewith (the "Other Subscription Agreement") and (F) 5,000 shares
will be designated as Series H Preferred Stock and will be issued pursuant to
this Agreement and the Other Subscription Agreement; and on the Closing Date
there will be (x) no material increase from March 20, 2000 in the number of
shares of Common Stock outstanding and (y) no issuances of preferred stock
except as issued pursuant to this Agreement and the Other Subscription
Agreement. As of March 20, 2000, the Company had outstanding preferred stock,
options, warrants and similar rights entitling the holders to purchase an
aggregate of 81,691,267 shares of Common Stock. Other than as set forth in the
preceding sentence, the Company does not have outstanding any material amount of
securities (or obligations to issue any such securities) convertible into,
exchangeable for or otherwise entitling the holders thereof to acquire shares of
Common Stock, except as disclosed in the SEC Reports. The Company has duly
reserved from its authorized and unissued shares of Common Stock the full number
of shares required for (a) all options, warrants, convertible securities and
other rights to acquire shares of Common Stock which are outstanding and (b) all
shares of Common Stock and options and other rights to acquire shares of Common
Stock which may be issued or granted under the stock option and similar plans
which have been adopted by the Company or any Subsidiary. Each outstanding class
or series of securities of the Company or any Subsidiary for which any
antidilution or similar adjustment arising by reason of the issuance or
conversion of the Preferred Shares or the issuance or exercise of the Warrants
or the issuance or conversion of the shares of Preferred Stock and the issuance
or exercise of the warrants to be issued pursuant to the Other Subscription
Agreement will occur is identified on Schedule 3(b) to this Agreement. The
outstanding shares of Common Stock and preferred stock and outstanding options,
warrants and other securities convertible into, exchangeable for or otherwise
entitling the holder thereof to acquire shares of Common Stock have been duly
authorized and validly issued. None of such outstanding shares of Common Stock,
preferred stock, options, warrants and other securities has been issued in
violation of the preemptive rights of any securityholder of the Company. The
offers and sales of the outstanding shares of Common Stock, preferred stock, and
such options, warrants and other securities were at all relevant times either
registered under the 1933 Act and applicable state securities laws or exempt
from such requirements. Except as set forth on Schedule 3(b) to this Agreement,
no holder of any of the Company's securities has any rights, "demand,"
"piggy-back" or otherwise, to have such securities registered by reason of the
intention to file, filing or effectiveness of the Registration Statement (as
defined in the Registration Rights Agreement).

            (c) Concerning the Shares, the Common Stock and the BuyItNow
Interests. The Shares and the BuyItNow Interests have been duly authorized. The
Preferred Shares, when issued and paid for in accordance with this Agreement,
the Common Shares, when issued upon conversion of the Preferred Shares or upon
exercise of the Warrants, and the BuyItNow Interests, when issued upon exercise
of the BuyItNow Warrants, as the case may be, will be duly and validly issued,
fully paid and non-assessable and will not subject the holder thereof to
personal liability by reason of being such holder. There are no preemptive or
similar rights of any stockholder of the Company or any other person to acquire
any of the Shares. The Company has duly reserved 8,240,500 shares of Common
Stock for conversion of the shares of Preferred Stock and exercise of the
Warrants and the warrants issuable in connection with the Other Subscription
Agreement, and such shares shall remain so reserved (subject to pro rata
reduction from time to time for shares of Common Stock issued upon conversion of
shares of Preferred Stock or redemption or other permitted retirement of shares
of Preferred Stock), and the Company shall from time to time reserve such
additional shares of Common Stock as shall be required to be reserved pursuant
to the Series G Certificate of Designations and the Series H Certificate of
Designations, as long as the Preferred Stock is convertible, and pursuant to the
Warrants, as long as the Warrants are exercisable. The Common Stock is listed
for trading on NYSE and (1) the Company and the Common Stock meet the criteria
for continued listing and trading on NYSE; (2) the Company has not been notified
since January 1, 1998 by the NYSE of any failure or, except as set forth on
Schedule 3(c) to this Agreement, potential failure to meet the criteria for
continued listing and trading on the NYSE and


                                      -4-
<PAGE>

(3) no suspension of trading in the Common Stock is in effect. The Company knows
of no reason that the Common Shares will not be eligible for listing on the
NYSE.

            (d) Transaction Documents. The Transaction Documents have been duly
and validly authorized by the Company, this Agreement has been duly executed and
delivered by the Company and this Agreement is, and the Registration Rights
Agreement, the Warrants, the BuyItNow Warrants and the Transfer Agent Agreement
and the other Transaction Documents, when executed and delivered by the Company,
will be, valid and binding obligations of the Company enforceable in accordance
with their respective terms, subject as to enforceability to general principles
of equity and to bankruptcy, insolvency, moratorium and other similar laws
affecting the enforcement of creditors' rights generally.

            (e) Non-contravention. The execution and delivery by the Company of
this Agreement and the other Transaction Documents and the consummation by the
Company of the issuance of the Preferred Shares, the Warrants and the BuyItNow
Warrants as contemplated by this Agreement and the other transactions
contemplated by the Transaction Documents do not and will not, with or without
the giving of notice or the lapse of time, or both (i) result in any violation
of any terms of the Certificate of Incorporation, By-laws or other
organizational documents of the Company or BuyItNow, (ii) conflict with or
result in a breach by the Company or any Subsidiary or BuyItNow of any of the
terms or provisions of, or constitute a default under, or result in the
modification, amendment, termination or cancellation of, result in the
acceleration of any obligation of the Company or any Subsidiary or BuyItNow
under, or result in the creation or imposition of any lien, security interest,
charge or encumbrance upon any of the properties or assets of the Company or any
Subsidiary or BuyItNow pursuant to, any indenture, mortgage, deed of trust or
other agreement or instrument to which the Company or any Subsidiary or BuyItNow
is a party or by which the Company, any Subsidiary or BuyItNow or any of their
respective properties or assets is bound or affected, (iii) violate or
contravene any applicable law, rule or regulation or any applicable decree,
judgment or order of any court, United States federal or state regulatory body,
administrative agency or other governmental body having jurisdiction over the
Company or any Subsidiary or BuyItNow or any of their respective properties or
assets or (iv) have any material adverse effect on any permit, certification,
registration, approval, consent, license or franchise necessary for the Company
or any Subsidiary or BuyItNow to own or lease and operate any of their
respective properties or to conduct any of their respective businesses or the
ability of the Company or any Subsidiary or BuyItNow to make use thereof.

            (f) Approvals. No authorization, approval or consent of, or filing
with, any court, governmental body, regulatory agency, self-regulatory
organization, or stock exchange or market or the stockholders or members of the
Company or BuyItNow is required to be obtained or made by the Company or
BuyItNow for (1) the execution, delivery and performance by the Company of the
Transaction Documents, (2) the execution, filing and performance by the Company
of the Series G Certificate of Designations and the Series H Certificate of
Designations, (3) the issuance and sale of the Preferred Shares and the issuance
of the Warrants and the BuyItNow Warrants as contemplated by this Agreement, (4)
the issuance of Common Shares on conversion of the Preferred Shares or upon the
exercise of the Warrants and (5) the transfer of the BuyItNow Interests upon
exercise of the BuyItNow Warrants, other than (u) the approvals listed on
Schedule 3(f) to this Agreement, each of which has been obtained, (v) the filing
of the notification for listing of additional shares with the NYSE pursuant to
Section 4(e), (w) the filing of the Series G Certificate of Designations and the
Series H Certificate of Designations with the Secretary of State of the State of
Delaware, (x) registration of the resale of the Common Shares under the 1933 Act
as contemplated by the Registration Rights Agreement, (y) as may be required
under applicable state securities or "blue sky" laws and (z) filing of one or
more Forms D with respect to the Securities as required under Regulation D.

            (g) Information Provided. The information provided by or on behalf
of the Company to the Buyer in connection with the transactions contemplated by
this Agreement, including, without limitation, the information referred to in
Section 2(e) of this Agreement, does not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they are made,
not misleading, it being understood that, for purposes of this Section 3(g), any
statement contained in


                                      -5-
<PAGE>

such information shall be deemed to be modified or superseded for purposes of
this Section 3(g) to the extent that a statement in any document included in
such information which was prepared or filed with the SEC on a later date
modifies or replaces such statement, whether or not such later prepared or filed
statement so states. The Company has not filed any reports with the SEC under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), since March
31, 1999 other than the SEC Reports.

            (h) Absence of Certain Changes. Since March 31, 1999, there has been
no material adverse change and no material adverse development in the business,
properties, operations, condition (financial or other), results of operations or
prospects of the Company and the Subsidiaries, taken as a whole, except as
disclosed in the SEC Reports and as set forth on Schedule 3(h) to this
Agreement. Except as and to the extent disclosed, reflected or reserved against
in the financial statements of the Company and the notes thereto included in the
SEC Reports, neither the Company nor any Subsidiary has any material
(individually or in the aggregate) liabilities, debts or obligations whether
accrued, absolute, contingent or otherwise, and whether due or to become due.
Subsequent to March 31, 1999, neither the Company nor any Subsidiary has
incurred any liabilities, debts or obligations of any nature whatsoever which
are individually or in the aggregate material to the Company and the
Subsidiaries, taken as a whole, other than those incurred in the ordinary course
of its business or disclosed in the SEC Reports.

            (i) Absence of Certain Proceedings. Except as disclosed in the SEC
Reports, there is no action, suit, proceeding, inquiry or investigation before
or by any court, arbitrator, public board or body or governmental agency
(collectively, an "Action") pending or, to the knowledge of the Company and the
Subsidiaries, threatened against the Company or any Subsidiary, in any such case
wherein an unfavorable decision, ruling or finding would have a material adverse
effect on business, properties, operations, condition (financial or other),
results of operations or prospects of the Company and the Subsidiaries, taken as
a whole, or the transactions contemplated by the Transaction Documents or which
would adversely affect the validity or enforceability of, or the authority or
ability of the Company to perform its obligations under the Transaction
Documents; neither the Company, any Subsidiary nor any director or officer
thereof is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of
fiduciary duty; the Company does not have pending before the SEC any request for
confidential treatment of information and to the best of the Company's knowledge
no such request will be made by the Company prior to the time the Registration
Statement relating to the Common Shares which is contemplated by the
Registration Rights Agreement is first ordered effective by the SEC; and there
has not been, and to the best of the Company's knowledge there is not pending or
contemplated, any investigation by the SEC involving the Company or any current
or former director or officer of the Company.

            (j) Properties. The Company and each Subsidiary has good title to or
leasehold interests in all property real and personal (tangible and intangible)
and other assets owned by it, free and clear of all security interests, charges,
mortgages, liens or other encumbrances, except with respect to capital lease
obligations and protective filings by lessors and except such as are described
in the SEC Reports and on Schedule 3(j) to this Agreement or such as do not
materially interfere with the use of such property made, or proposed to be made,
by the Company or any Subsidiary. The leases, licenses or other contracts or
instruments under which the Company and each Subsidiary leases, holds or is
entitled to use any property, real or personal, are valid, subsisting and
enforceable with only such exceptions as do not materially interfere with the
use of such property made, or proposed to be made, by the Company or any
Subsidiary. Neither the Company nor any Subsidiary has received notice of any
material violation of any applicable law, ordinance, regulation, order or
requirement relating to its owned or leased properties. The Company does not
have any knowledge of, and the Company has not given or received any notice of,
any pending conflicts with or infringement of the rights of others with respect
to any Company Proprietary Rights (as defined herein) or with respect to any
license of Company Proprietary Rights. No action, suit, arbitration, or legal,
administrative or other proceeding or investigation is pending, or, to the best
knowledge of the Company, threatened, which involves any Company Proprietary
Rights. Neither the Company nor any Subsidiary is subject to any judgment,
order, writ, injunction or decree of any court or any federal, state, local,
foreign or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, or any arbitrator, or has entered into or
is a party to any


                                      -6-
<PAGE>

contract which restricts or impairs the use of any such Company Proprietary
Rights in a manner which would have a material adverse effect on the use by the
Company or any Subsidiary of any of the Company Proprietary Rights. To the best
knowledge of the Company, no Company Proprietary Rights and no services or
products sold by the Company conflict with or infringe upon any proprietary
rights available to any third party. Neither the Company nor any Subsidiary has
received written notice of any pending conflict with or infringement upon such
third-party proprietary rights. Neither the Company nor any Subsidiary has
entered into any consent, indemnification, forbearance to sue or settlement
agreement with respect to Company Proprietary Rights other than in the ordinary
course of business. No claims have been asserted by any person with respect to
the validity of the Company's or any Subsidiary's ownership or right to use the
Company Proprietary Rights and, to the best knowledge of the Company, there is
no reasonable basis for any such claim to be successful. To the best knowledge
of the Company, except as set forth on Schedule 3(j) to this Agreement, the
Company Proprietary Rights are valid and enforceable. No material registration
relating to the Company Proprietary Rights has lapsed, expired or been abandoned
or canceled or is the subject of cancellation or other adversarial proceedings,
and all applications therefor are pending and are in good standing, except for
such lapses, expirations, abandonments, cancellations, adversarial proceedings
or failures to be in good standing which would not, singly or in the aggregate,
have a material adverse effect on the business, properties, operations,
condition (financial or other), results of operations or prospects of the
Company and the Subsidiaries, taken as a whole. The Company and each Subsidiary
has complied, in all material respects, with its respective material contractual
obligations relating to the protection of the Company Proprietary Rights used
pursuant to licenses. To the best knowledge of the Company, no person is
infringing on or violating the Company Proprietary Rights. As used herein, the
term "Company Proprietary Rights" means all patents, patent applications,
inventions, trademarks, trade names, applications for registration of
trademarks, service marks, service mark applications, domain names, copyrights,
know-how, manufacturing processes, formulae, trade secrets, licenses and rights
in any thereof and any other intangible property and assets which are material
to the business of the Company and the Subsidiaries as now conducted, as
proposed to be conducted or as described in this Agreement.

            (k) Labor Relations. Except as disclosed in the SEC Reports, no
material labor problem exists or, to the knowledge of the Company, is imminent
with respect to any of the employees of the Company or any Subsidiary.

            (l) SEC Filings. The Company has timely filed all required forms,
reports and other documents required to be filed by the Company with the SEC
under the 1934 Act. All of such forms, reports and other documents complied,
when filed, in all material respects, with all applicable requirements of the
1933 Act and the 1934 Act.

            (m) Absence of Brokers, Finders, Etc. No broker, finder or similar
person is entitled to any commission, fee or other compensation by reason of the
transactions contemplated by this Agreement other than Reedland Capital Partners
and the Company shall pay, and indemnify and hold harmless the Buyer from, any
claim made against the Buyer by such entity and any other person for any such
commission, fee or other compensation.

            (n) No Solicitation. No form of general solicitation or general
advertising was used by the Company or, to the best of its knowledge, any other
person acting on behalf of the Company, in respect of or in connection with the
offer and sale of the Securities. Neither the Company nor, to its knowledge, any
person acting on behalf of the Company has, either directly or indirectly, sold
or offered for sale to any person any of the Preferred Shares, the Warrants or
the BuyItNow Warrants or, within the six months prior to the date hereof, any
other similar security of the Company except as contemplated by this Agreement
and the Other Subscription Agreement; and neither the Company nor any person
authorized to act on its behalf will sell or offer for sale any shares of
Preferred Stock, shares of Common Stock, Warrants or BuyItNow Warrants, or
solicit any offers to buy any shares of Preferred Stock, shares of Common Stock,
Warrants or BuyItNow Warrants, so as thereby to cause the issuance or sale of
any of the Shares or the issuance of the Warrants or the BuyItNow Warrants to be
in violation of Section 5 of the 1933 Act.

            (o) Certain Issuances of Securities. The Company has not issued any
shares of Common Stock or shares of any series of preferred stock or other
securities convertible into,


                                      -7-
<PAGE>

exchangeable for or otherwise entitling the holder to acquire shares of Common
Stock which are subject to Paragraph 312.03(c) of the NYSE Listed Company Manual
as in effect from time to time or any successor, replacement or similar
provision thereof or of any other market on which the Common Stock is listed for
trading (the "Stockholder Approval Rule") and which would be integrated with the
sale of the Preferred Shares to the Buyer or the issuance of Common Shares upon
conversion thereof or upon exercise of the Warrants for purposes of the
Stockholder Approval Rule.

            (p) Rights Agreement. Assuming that the Buyer does not hold any
shares of Common Stock other than as acquired upon conversion of the Preferred
Shares and exercise of the Warrants, the execution and delivery of this
Agreement by the Company, the issuance of the Securities as contemplated by the
Transaction Documents and the other transactions contemplated by the Transaction
Documents will not result in the Buyer becoming an "Acquiring Person," as
defined in the Rights Agreement; and the holders of the Preferred Shares and the
Warrants will be entitled, with respect to the Common Shares, and the holders of
the Common Shares will be entitled, in each case to the benefits available to
the holders of Common Stock under the Rights Agreement.

            4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

            (a) Transfer Restrictions. The Company and the Buyer acknowledge and
agree that (1) the Preferred Shares, the Warrants and the BuyItNow Warrants have
not been and are not being registered under the provisions of the 1933 Act and,
except as provided in the Registration Rights Agreement with respect to the
resale of the Common Shares, the Common Shares have not been and are not being
registered for resale under the 1933 Act, and the Securities may not be
transferred unless (A) subsequently registered for resale thereunder or (B) the
Buyer shall have delivered to the Company an opinion of counsel, reasonably
satisfactory in form, scope and substance to the Company, to the effect that the
Securities to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration; (2) any resale of the Securities made in
reliance on Rule 144 promulgated under the 1933 Act may be made only in
accordance with the terms of said Rule and further, if said Rule is not
applicable, any such resale of Securities under circumstances in which the
seller, or the person through whom the sale is made, may be deemed to be an
underwriter, as that term is used in the 1933 Act, may require compliance with
some other exemption under the 1933 Act or the rules and regulations of the SEC
thereunder; and (3) neither the Company nor any other person is under any
obligation to register the Securities (other than pursuant to the Registration
Rights Agreement) under the 1933 Act or to comply with the terms and conditions
of any exemption thereunder (other than pursuant to Section 4(d) hereof and
pursuant to the Registration Rights Agreement).

            (b) Restrictive Legend. (1) The Buyer acknowledges and agrees that
the Preferred Shares shall bear a restrictive legend in substantially the
following form (and a stop-transfer order may be placed against transfer of the
Preferred Shares):

      The securities represented by this certificate have not been registered
      under the Securities Act of 1933, as amended. The securities have been
      acquired for investment and may not be sold, transferred or assigned in
      the absence of an effective registration statement for the securities
      under the Securities Act of 1933, as amended, or an opinion of counsel
      that registration is not required under said Act.

      The number of shares constituting the portion of the Maximum Share Amount,
      as defined in the Certificate of Designations of the Series __ Convertible
      Preferred Stock (the "Certificate of Designations"), allocated to the
      shares represented by this certificate for purposes of conversion thereof
      is ___________________.

      Section 10(b)(3)(a) of the Certificate of Designations permits a holder of
      the securities represented by this certificate to convert such securities
      in accordance with the Certificate of Designations without being required
      to surrender this certificate to the Company unless all of the securities
      represented hereby are so converted. Consequently, following conversion of
      any of the securities represented by this certificate, the number of
      shares represented by this certificate may be less than the number of
      shares stated hereon. Upon


                                      -8-
<PAGE>

      request of any proposed transferee of this certificate, the Company will
      provide confirmation of the number of shares evidenced by this
      certificate.

            (2) The Buyer further acknowledges and agrees that the Warrants and
the BuyItNow Warrants shall bear a restrictive legend in substantially the
following form (and a stop-transfer order may be placed against transfer of the
Warrants):

      The securities represented by this certificate have not been registered
      under the Securities Act of 1933, as amended. The securities have been
      acquired for investment and may not be resold, transferred or assigned in
      the absence of an effective registration statement for the securities
      under the Securities Act of 1933, as amended, or an opinion of counsel
      that registration is not required under said Act.

            (3) The Buyer further acknowledges and agrees that until such time
as the Common Shares have been registered for resale under the 1933 Act as
contemplated by the Registration Rights Agreement, the certificates for the
Common Shares may bear a restrictive legend in substantially the following form
(and a stop-transfer order may be placed against transfer of the certificates
for the Common Shares):

      The securities represented by this certificate have not been registered
      under the Securities Act of 1933, as amended. The securities have been
      acquired for investment and may not be resold, transferred or assigned in
      the absence of an effective registration statement for the securities
      under the Securities Act of 1933, as amended, or an opinion of counsel
      that registration is not required under said Act.

            (4) Once the Registration Statement required to be filed by the
Company pursuant to Section 2 of the Registration Rights Agreement has been
declared effective, thereafter (1) upon request of the Buyer the Company will
substitute certificates without restrictive legend for certificates for any
Common Shares issued prior to the date such Registration Statement is declared
effective by the SEC which bear such restrictive legend and remove any
stop-transfer restriction relating thereto promptly, but in no event later than
three Trading Days (as defined in the Series G Certificate of Designations and
the Series H Certificate of Designations) after surrender of such certificates
by the Buyer and (2) so long as the Registration Statement remains effective,
the Company shall not place any restrictive legend on certificates for Common
Shares issued on conversion of the Preferred Shares or upon exercise of the
Warrants or impose any stop-transfer restriction thereon.

            (c) Registration Rights Agreement. The parties hereto agree to enter
into the Registration Rights Agreement in the form attached hereto as Annex V on
or before the Closing Date.

            (d) Form D. The Company agrees to file a Form D with respect to the
Securities as required under Regulation D and to provide a copy thereof to the
Buyer promptly after such filing. The Buyer agrees to cooperate with the Company
in connection with such filing and, upon request of the Company, to provide all
information relating to the Buyer reasonably required for such filing.

            (e) Authorization for Trading; Reporting Status. Within three
Business Days after the Closing Date, the Company shall file a notification for
listing of additional shares with the NYSE relating to the Common Shares and
shall provide evidence of such filing to the Buyer. So long as the Buyer
beneficially owns any of the Preferred Shares, the Warrants or the Common
Shares, the Company shall file all reports required to be filed with the SEC
pursuant to Section 13 or 15(d) of the 1934 Act and the Company shall not
terminate its status as an issuer required to file reports under the 1934 Act
even if the 1934 Act or the rules and regulations thereunder would permit such
termination.

            (f) Use of Proceeds. The Company does not own or have any present
intention of acquiring any "margin stock" as defined in Regulation G (12 CFR
Part 207) of the Board of Governors of the Federal Reserve System ("margin
stock"). The proceeds of sale of the Preferred Shares will be used for general
working capital purposes and in the operation of the Company's


                                      -9-
<PAGE>

business. None of such proceeds will be used, directly or indirectly (1) to make
any loan to or investment in any other person (other than financing the
Company's subsidiaries and affiliates in the ordinary course of business or in
connection with an acquisition of another corporation or business or assets of
another corporation or business) or (2) for the purpose, whether immediate,
incidental or ultimate, of purchasing or carrying any margin stock or for the
purpose of maintaining, reducing or retiring any indebtedness which was
originally incurred to purchase or carry any stock that is currently a margin
stock or for any other purpose which might constitute the transactions
contemplated by this Agreement a "purpose credit" within the meaning of such
Regulation G. Neither the Company nor any agent acting on its behalf has taken
or will take any action which might cause this Agreement or the transactions
contemplated hereby to violate Regulation G, Regulation T or any other
regulation of the Board of Governors of the Federal Reserve System or to violate
the 1934 Act, in each case as in effect now or as the same may hereafter be in
effect.

            (g) Blue Sky Laws. On or before the Closing Date, the Company shall
take such action as shall be necessary to qualify, or to obtain an exemption
for, the Preferred Shares for sale to the Buyer and the Warrants and the
BuyItNow Warrants for issuance to the Buyer pursuant to this Agreement, the
Common Shares for issuance to the Buyer on conversion of the Preferred Shares
and exercise of the Warrants, and the BuyItNow Interests on exercise of the
BuyItNow Warrants under such of the securities or "blue sky" laws of
jurisdictions as shall be applicable to the sale of the Preferred Shares and the
issuance of the Warrants and the BuyItNow Warrants pursuant to this Agreement
and the issuance to the Buyer of Common Shares on conversion of the Preferred
Shares and exercise of the Warrants, and the BuyItNow Interests on exercise of
the BuyItNow Warrants. The Company shall furnish copies of all filings,
applications, orders and grants or confirmations of exemptions relating to such
securities or "blue sky" laws on or prior to the Closing Date.

            (h) Certain Expenses. Upon the Closing, the Company shall pay or
reimburse the Buyer for all reasonable expenses (including, without limitation,
legal fees and expenses of counsel to the Buyer and the Buyer's due diligence
expenses) not in excess of $40,000 incurred by the Buyer in connection with this
Agreement and the transactions contemplated hereby. In addition, the Company
shall pay on demand all expenses incurred by the Buyer, including reasonable
attorneys' fees and expenses, as a consequence of, or in connection with (1) the
negotiation, preparation or execution of any amendment, modification or waiver
of any of the Transaction Documents requested by the Company, (2) any default or
breach of any of the Company's obligations set forth in any of the Transaction
Documents and (3) the enforcement or restructuring of any right of, including
the collection of any payments due, the Buyer under any of the Transaction
Documents, including any action or proceeding relating to such enforcement, or
any order, injunction or other process seeking to restrain the Company from
paying any amount due the Buyer, in which the Buyer prevails.

            Certain Issuances of Securities. (1) Unless the Company obtains the
Stockholder Approval (as defined in the Series G Certificate of Designations and
the Series H Certificate of Designations) or a waiver thereof from the NYSE, the
Company will not issue any shares of Common Stock or shares of any other series
of preferred stock or other securities convertible into, exchangeable for, or
otherwise entitling the holder to acquire, shares of Common Stock which would be
subject to the requirements of the Stockholder Approval Rule and which would be
integrated with the sale of the Preferred Shares and issuance of the Warrants to
the Buyer or the issuance of Common Shares upon conversion of the Preferred
Shares or upon exercise of the Warrants for purposes of the Stockholder Approval
Rule.

            During the period from the date of this Agreement to the later of
(i) the date which is one year after the Closing Date and (ii) the date on which
the Registration Statement shall have been effective with the SEC for 270
consecutive days, the Company shall not offer, sell, contract to sell or issue
(or engage any person to assist the Company in taking any such action) (A) any
security (whether debt or equity) with conversion or exchange terms similar in
nature to the conversion rights of the Preferred Stock or (B) any equity
securities or securities convertible into, exchangeable for or otherwise
entitling the holder to acquire, any Common Stock at a price below the market
price of the Common Stock on the date of such issuance or the date of
conversion, exchange or other exercise thereof (or below an average market price
for a reasonable period prior to such issuance, conversion, exchange or other
exercise); provided, however, that nothing in this Section 4(i)(2) shall


                                      -10-
<PAGE>

prohibit the Company from issuing securities (u) if the conditions set forth in
clause (A) of the proviso to the definition of the term "Conversion Price" in
the Series H Certificate of Designations are met, and this Section 4(i)(2) shall
thereupon terminate and have no further force and effect, (v) for aggregate
gross proceeds to the Company of up to $7,500,000 in one or more transactions if
the conditions set forth in clause (A) of the proviso to the definition of
"Conversion Price" in the Series G Certificate of Designations are met prior to
the first of such transactions, (w) pursuant to compensation plans for
employees, directors, officers, advisers or consultants of the Company and in
accordance with the terms of such plans as in effect as of the date of this
Agreement, (x) upon exercise of conversion, exchange, purchase or similar rights
issued, granted or given by the Company and outstanding as of the date of this
Agreement and disclosed in the SEC Reports or this Agreement, (y) pursuant to a
public offering underwritten on a firm commitment basis registered under the
1933 Act or (z) as part of a transaction involving a strategic alliance,
acquisition of stock or assets, merger, collaboration, joint venture,
partnership or other similar arrangement of the Company with another
corporation, partnership or other business entity which is engaged in a business
similar to, related to, or complementary to the business of the Company, so long
as in the case of this clause (z) the Board of Directors by resolution duly
adopted (and a copy of which shall be furnished to the Buyer promptly after
adoption) determines that such issuance is fair to the holders of each class and
series of capital stock of the Company and to the Buyer in respect of its equity
interest in the Company that is represented by the Preferred Shares and the
Warrants.

            (j) Certain Trading Restrictions. So long as the Company is in
compliance in all material respects with its obligations to the Buyer under the
Transaction Documents, the Buyer agrees that from the date of this Agreement
until the date the Registration Statement is declared effective by the SEC, it
will not engage in any short sales or other hedging transactions relating to the
Common Stock.

            (k) BuyItNow Interests. Within 15 Business Days after the Closing
Date, the Company shall obtain, and thereafter the Company shall maintain, sole
possession of certificates representing the full amount of BuyItNow Interests
issuable from time to time upon exercise of the BuyItNow Warrants. The BuyItNow
Interests and the certificates therefor shall at all times be free and clear of
any lien, encumbrance or restrictive legend other than applicable legends
restricting transfer under the 1933 Act.

            (l) Best Efforts. Each of the parties shall use its best efforts
timely to satisfy each of the conditions to the other party's obligations to
sell and purchase the Preferred Shares set forth in Section 6 or 7, as the case
may be, of this Agreement on or before the Closing Date.

            5. TRANSFER AGENT AGREEMENT; CONVERSION PROCEDURE.

            (a) Transfer Agent Agreement. Prior to the Closing Date, the Company
will (1) execute and deliver the Transfer Agent Agreement in the form attached
hereto as Annex VI and thereby irrevocably instruct, ChaseMellon Shareholder
Services, L.L.C., as Transfer Agent and Registrar (the "Transfer Agent"), to
issue certificates for the Common Shares from time to time upon conversion of
the Preferred Shares and exercise of the Warrants in such amounts as specified
from time to time to the Transfer Agent in the Notices of Conversion surrendered
in connection with such conversions and referred to in Section 5(b) of this
Agreement and the Form of Subscription in the form attached to the Warrants and
(2) appoint the Transfer Agent the conversion agent for the Preferred Stock and
the exercise agent for the Warrants. The certificates for the Common Shares may
bear the restrictive legend specified in Section 4(b) of this Agreement prior to
registration of the resale of the Common Shares under the 1933 Act. The
certificates for the Common Shares shall be registered in the name of the Buyer
or its designee and in such denominations to be specified by the Buyer in
connection with each conversion of Preferred Shares or exercise of the Warrants.
The Company warrants that no instruction other than (x) such instructions
referred to in this Section 5, (y) stop transfer instructions to give effect to
Section 4(a) prior to registration of the resale of the Common Shares under the
1933 Act and (z) the instructions required by Section 3(n) of the Registration
Rights Agreement will be given by the Company to the Transfer Agent and that the
Common Shares shall otherwise be freely transferable on the books and records of
the Company as and to the extent provided in this Agreement. Nothing in this
Section 5(a) shall limit in any way the


                                      -11-
<PAGE>

Buyer's obligations and agreement to comply with the registration requirements
of the 1933 Act upon resale of the Common Shares. If the Buyer provides the
Company with an opinion of counsel, reasonably satisfactory in form, scope and
substance to the Company and its legal counsel, that registration of a resale by
the Buyer of any of the Securities is not required under the 1933 Act, the
Company shall permit the transfer of such Securities and, in the case of the
Common Shares, in accordance with clause (1)(B) of Section 4(a) of this
Agreement, promptly instruct the Transfer Agent to issue upon transfer one or
more share certificates in such name and in such denominations as specified by
the Buyer within three Business Days after receipt of such opinion. Nothing in
this Section 5(a) shall limit the obligations of the Company under Section 3(n)
of the Registration Rights Agreement.

            (b) Conversion Procedure. In connection with the exercise of
conversion rights relating to the Preferred Shares, the Buyer or any subsequent
holder of the Preferred Shares shall complete, sign and furnish to the Transfer
Agent, and on the same day furnish to the Company a copy of, (1) in the case of
conversion of Series G Preferred Shares, a Notice of Conversion of Series G
Convertible Preferred Stock in the form attached hereto as Annex VII, which
actions shall be deemed to satisfy all requirements of the Series G Certificate
of Designations and (2) in the case of conversion of the Series H Preferred
Shares, a Notice of Conversion of Series H Convertible Preferred Stock in the
form attached hereto as Annex VIII, which actions shall be deemed to satisfy all
requirements of the Series H Certificate of Designations.

            6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL AND ISSUE.

            The Buyer understands that the Company's obligation to sell the
Preferred Shares and issue the Warrants and the BuyItNow Warrants to the Buyer
pursuant to this Agreement is conditioned upon the satisfaction of the following
conditions precedent on or before the Closing Date (any or all of which may be
waived by the Company in its sole discretion):

            (a) The receipt and acceptance by the Company of this Agreement as
evidenced by execution of this Agreement by the Company and delivery of an
executed counterpart of this Agreement to the Buyer or its legal counsel; and

            (b) The accuracy on the Closing Date of the representations and
warranties of the Buyer contained in this Agreement as if made on the Closing
Date and the performance by the Buyer on or before the Closing Date of all
covenants and agreements of the Buyer required to be performed on or before the
Closing Date.

            7. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

            The Company understands that the Buyer's obligation to purchase the
Preferred Shares and acquire the Warrants and the BuyItNow Warrants on the
Closing Date is conditioned upon the satisfaction of the following conditions
precedent on or before the Closing Date (any or all of which may be waived by
the Buyer in its sole discretion):

            (a) The accuracy on the Closing Date of the representations and
warranties of the Company contained in this Agreement as if made on the Closing
Date and the performance by the Company on or before the Closing Date of all
covenants and agreements of the Company required to be performed on or before
the Closing Date, and receipt by the Buyer of a certificate, dated the Closing
Date, of the Chief Financial Officer of the Company confirming such matters and
such other matters as the Buyer may reasonably request;

            (b) The receipt by the Buyer of confirmation of the filing with the
Secretary of State of the State of Delaware of each of the Series G Certificate
of Designations and the Series H Certificate of Designations;

            (c) The receipt by the Buyer of a certificate, dated the Closing
Date, of the Secretary of the Company certifying (1) the Certificate of
Incorporation and By-Laws of the Company as in effect on the Closing Date and
(2) all resolutions of the Board of Directors (and


                                      -12-
<PAGE>

committees thereof) of the Company relating to this Agreement and the
transactions contemplated hereby;

            (d) The Transfer Agent shall have executed and delivered the
Transfer Agent Agreement in the form attached hereto as Annex VI;

            (e) Receipt by the Buyer on the Closing Date of an opinion of Klehr,
Harrison, Harvey, Branzburg & Ellers LLP, counsel for the Company, dated the
Closing Date, in form, scope and substance reasonably satisfactory to the Buyer,
to the effect set forth in Annex IX attached hereto; and

            Receipt by the Buyer on the Closing Date of opinions with respect to
(1) Quantum International Limited, a United Kingdom corporation, (2) Quantum
Prestige Pty. LED., a New Zealand corporation, (3) Suzanne Paul Pty. "Holdings"
LED., an Australian corporation, and (4) Quantum International Japan Company
LED., a Japanese corporation, in form, scope and substance reasonably
satisfactory to the Buyer, to the effect set forth in Annexes X, XI, XII AND
XIII, respectively, attached hereto.

            8. MISCELLANEOUS.

            (a) Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Delaware.

            (b) Counterparts. This Agreement may be executed in counterparts and
by the parties hereto on separate counterparts, all of which together shall
constitute one and the same instrument. A facsimile transmission of this
Agreement bearing a signature on behalf of a party hereto shall be legal and
binding on such party. Although this Agreement is dated as of the date first set
forth above, the actual date of execution and delivery of this Agreement by each
party is the date set forth below such party's signature on the signature page
hereof. Any reference in this Agreement or in any of the documents executed and
delivered by the parties hereto in connection herewith to (1) the date of
execution and delivery of this Agreement by the Buyer shall be deemed a
reference to the date set forth below the Buyer's signature on the signature
page hereof, (2) the date of execution and delivery of this Agreement by the
Company shall be deemed a reference to the date set forth below the Company's
signature on the signature page hereof and (3) the date of execution and
delivery of this Agreement or the date of execution and delivery of this
Agreement by the Buyer and the Company shall be deemed a reference to the later
of the dates set forth below the signatures of the parties on the signature page
hereof.

            (c) Headings, etc. The headings, captions and footers of this
Agreement are for convenience of reference and shall not form part of, or affect
the interpretation of, this Agreement.

            (d) Severability. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement
in any other jurisdiction.

            (e) Amendments. No amendment, modification, waiver, discharge or
termination of any provision of this Agreement nor consent to any departure by
the Buyer or the Company therefrom shall in any event be effective unless the
same shall be in writing and signed by the party to be charged with enforcement,
and then shall be effective only in the specific instance and for the purpose
for which given. No course of dealing between the parties hereto shall operate
as an amendment of this Agreement.

            (f) Waivers. Failure of any party to exercise any right or remedy
under this Agreement or otherwise, or delay by a party in exercising such right
or remedy, or any course of dealings between the parties, shall not operate as a
waiver thereof or an amendment hereof, nor shall any single or partial exercise
of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
exercise of any other right or power.


                                      -13-
<PAGE>

            (g) Notices. Any notices required or permitted to be given under the
terms of this Agreement shall be delivered personally (which shall include
telephone line facsimile transmission with answer back confirmation) or by
courier and shall be effective upon receipt, in the case of the Company
addressed to the Company at its address shown in the introductory paragraph of
this Agreement, Attention: Chief Financial Officer (telephone line facsimile
transmission number (818) 461-6530, with a copy to Klehr, Harrison, Harvey,
Branzburg & Ellers LLP, 260 South Broad Street, Philadelphia, Pennsylvania,
19102-5003, Attention: Stephen T. Burdumy, Esq. and William W. Matthews, III,
Esq. (telephone line facsimile transmission number (215) 568-6603) or, in the
case of the Buyer, at its address or telephone line facsimile transmission
number shown on the signature page of this Agreement, with a copy to Genesee
International, Inc., 10500 N.E. 8th Street, Suite 1920, Bellevue, Washington
98004-4332 (telephone line facsimile transmission number (425) 462-4645) or such
other address or telephone line facsimile transmission number as a party shall
have provided by notice to the other party in accordance with this provision.
The Buyer hereby designates as its address for any notice required or permitted
to be given to the Buyer pursuant to the Series G Certificate of Designations
and the Series H Certificate of Designations the address shown on the signature
page of this Agreement, with a copy to: Advantage Fund II LED., c/o Genesee
International, Inc., 10500 N.E. 8th Street, Suite 1920, Bellevue, Washington
98004-4332 (telephone line facsimile transmission number (425) 462-4645), until
the Buyer shall designate another address for such purpose.

            (h) Assignment. Prior to the Closing Date, the Buyer may not assign
its rights and obligations under this Agreement. Any transfer of the Preferred
Shares, the Warrants or the BuyItNow Warrants by the Buyer after the Closing
Date shall be made only to "accredited investors" as defined in Regulation D and
in accordance with Section 4(a). After the Closing Date, the Buyer shall have
the right to assign its rights and obligations under this Agreement in
connection with any transfer of the Buyer's rights under the Registration Rights
Agreement by compliance with the provisions of Section 9 of the Registration
Rights Agreement.

            (i) Survival of Representations and Warranties. The respective
representations, warranties, covenants and agreements of the Buyer and the
Company contained in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement shall survive the delivery of and
payment for the Preferred Shares and shall remain in full force and effect
regardless of any investigation made by or on behalf of them or any person
controlling or advising any of them.

            (j) Entire Agreement. This Agreement and its Schedules and Annexes
set forth the entire agreement between the parties hereto with respect to the
subject matter hereof and supersede all prior agreements and understandings,
whether written or oral, with respect thereto.

            (k) Termination. The Buyer shall have the right to terminate this
Agreement by giving notice to the Company at any time at or prior to the Closing
Date if:

            (1) the Company shall have failed, refused, or been unable at or
prior to the date of such termination of this Agreement to perform any of its
obligations hereunder;

            (2) any other condition of the Buyer's obligations hereunder is not
      fulfilled; or

            (3) the Closing shall not have occurred on a Closing Date on or
      before March 22, 2000, other than solely by reason of a breach of this
      Agreement by the Buyer.

Any such termination shall be effective upon the giving of notice thereof by the
Buyer. Upon such termination, the Buyer shall have no further obligation to the
Company hereunder and the Company shall remain liable for any breach of this
Agreement or the other documents contemplated hereby which occurred on or prior
to the date of such termination.

            (l) Further Assurances. Each party to this Agreement will perform
any and all acts and execute any and all documents as may be necessary and
proper under the circumstances in order to accomplish the intents and purposes
of this Agreement and to carry out its provisions.


                                      -14-
<PAGE>

            (m) Public Statements, Press Releases, Etc. The Company and the
Buyer shall have the right to approve before issuance any press releases or any
other public statements with respect to the transactions contemplated hereby;
provided, however, that the Company shall be entitled, without the prior
approval of the Buyer, to make any press release or other public disclosure with
respect to such transactions as is required by applicable law or NYSE regulation
(although the Buyer shall be consulted by the Company in connection with any
such press release or other public disclosure prior to its release and shall be
provided with a copy thereof).

            (n) Construction. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.


                                      -15-
<PAGE>

            IN WITNESS WHEREOF, this Agreement has been duly executed by the
Buyer and the Company by their respective officers or other representatives
thereunto duly authorized on the respective dates set forth below.

NUMBER OF SERIES G SHARES: 3,000         NUMBER OF SERIES H SHARES: 3,000

PRICE PER SHARE: $1,000.00               PRICE PER SHARE:  $1,000.00

PURCHASE PRICE:  $3,000,000.00           PURCHASE PRICE: $3,000,000.00

                  TOTAL PURCHASE PRICE: $6,000,000.00

                                      ADVANTAGE FUND II LTD.

                                      By:  Genesee International, Inc.,
                                               as General Manager


                                      By:_______________________________________
                                                     Donald R. Morken
                                                        President

                                      Date:_____________________________________

                                      Address: c/o CITCO
                                                Kaya Flamboyan 9
                                                Curacao, Netherlands Antilles

                                      Facsimile No.:  011-599-9732-2008

                                      e4L, INC.


                                      By:_______________________________________
                                                     Daniel M. Yukelson
                                                  Executive Vice President

                                      Date:_____________________________________


                                      -16-
<PAGE>

                                    Exhibit A

                          BuyItNow Registration Rights


                                      -17-

<PAGE>
                                                                    EXHIBIT 10.2

                                                                         Annex V
                                                                           to
                                                                    Subscription
                                                                       Agreement

                          REGISTRATION RIGHTS AGREEMENT

            THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 21, 2000 (this
"Agreement"), is made by and between e4L, INC., a Delaware corporation (the
"Company"), and the person named on the signature page hereto (the "Initial
Investor").

                              W I T N E S S E T H:
                               - - - - - - - - - -

            WHEREAS, in connection with the Subscription Agreement, dated as of
March 21, 2000, between the Initial Investor and the Company (the "Subscription
Agreement"), the Company has agreed, upon the terms and subject to the
conditions of the Subscription Agreement, to issue and sell to the Initial
Investor shares (the "Preferred Shares") of Series G Convertible Preferred
Stock, $.01 par value (the "Series G Preferred Stock") and Series H Convertible
Preferred Stock, $.01 par value (the "Series H Preferred Stock"), of the Company
as provided in the Subscription Agreement, which Preferred Shares are
convertible into shares (the "Conversion Shares") of Common Stock, $.01 par
value (the "Common Stock"), of the Company, and to issue common stock purchase
warrants (the "Warrants") to purchase shares (the "Warrant Shares") of Common
Stock; and

            WHEREAS, to induce the Initial Investor to execute and deliver the
Subscription Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the
"1933 Act"), and applicable state securities laws with respect to the Conversion
Shares and the Warrant Shares;

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Initial Investor hereby agree as follows:

            1. Definitions.

            (a) As used in this Agreement, the following terms shall have the
following meanings:

            "Blackout Period" means any period of one or more consecutive
Trading Days, but not in excess of 15 Trading Days, occurring after the SEC
Effective Date as to which the Company has notified the holders of shares of
Series G Preferred Stock and Series H Preferred Stock on or prior to such
Trading Day that they are required, pursuant to Section 3(f), to suspend offers
and sales of shares of Common Stock pursuant to the Registration Statement as a
result of an event or circumstance which relates to a development concerning the
business of the Company which development occurred subsequent to the later of
(x) the SEC Effective Date and (y) the latest date prior to such notice on which
the Board of Directors shall have determined in good faith that public
disclosure of such event or circumstance at such time would not be in the best
interests of the Company, which determination shall be set forth in a resolution
duly adopted by the Board of Directors and copies of which shall be furnished to
the holders of shares of Series G Preferred Stock and Series H Preferred Stock.

            "Certificates of Designations" means the Certificate of Designations
of the Series G Convertible Preferred Stock establishing and designating the
Series G Preferred Stock and fixing the rights and preferences of such series
and the Certificate of Designations of the Series H Convertible Preferred Stock
establishing and designating the Series H Preferred Stock and fixing the rights
and preferences of such series, in each case as filed by the Company with the
Secretary of State of the State of Delaware.


                                      -1-
<PAGE>

            "Computation Date" means, if a Registration Event occurs, any of (1)
the date which is 30 days after such Registration Event occurs, if any
Registration Event is continuing on such date, (2) each date which is 30 days
after a Computation Date, if any Registration Event is continuing on such date,
and (3) the date on which all Registration Events cease to continue.

            "Investor" or "Investors" means the Initial Investor and any
transferee or assignee who agrees to become bound by the provisions of this
Agreement in accordance with Section 9 hereof.

            "Majority Holders" means those persons who hold a majority of the
shares of Series G Preferred Stock and Series H Preferred Stock which are then
outstanding, including such shares originally issued pursuant to the
Subscription Agreement and the Other Subscription Agreement.

            "1934 Act" means the Securities Exchange Act of 1934, as amended.

            "NYSE" means the New York Stock Exchange, Inc.

            "register," "registered," and "registration" refer to a registration
effected by preparing and filing a Registration Statement or Statements in
compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor rule providing for offering securities on a continuous basis ("Rule
415"), and the declaration or ordering of effectiveness of such Registration
Statement by the SEC.

            "Registrable Securities" means the Conversion Shares and the Warrant
Shares.

            "Registration Event" shall mean (1) the Company fails to file the
Registration Statement which is required to be filed by the Company pursuant to
Section 2(a) with the SEC within 45 days after the Closing Date, (2) the
Registration Statement covering the Registrable Securities which is required to
be filed by the Company pursuant to the first sentence of Section 2(a) hereof is
not effective within 120 days after the Closing Date, (3) the Company fails to
submit a request for acceleration of the effective date of the Registration
Statement in accordance with Section 3(a), (4) the Registration Statement
required to be filed by the Company pursuant to Section 2(a) shall cease to be
available for use by any Investor who is named therein as a selling stockholder
for any reason (including, without limitation, by reason of an SEC stop order, a
material misstatement or omission in such Registration Statement or the
information contained in such Registration Statement having become outdated)
other than a Blackout Period, (5) the Common Stock ceases to be listed for
trading on any of the NYSE, the American Stock Exchange, Inc., the Nasdaq
National Market or the Nasdaq SmallCap Market, or (6) a holder of Preferred
Shares having become unable to convert any shares of Series G Preferred Stock or
Series H Preferred Stock in accordance with Section 10(a) of the Certificates of
Designations (other than by reason of the 4.9% limitation on beneficial
ownership set forth therein or a redemption or repurchase thereof).

            "Registration Period" means the period from the Closing Date to the
earliest of (i) the date which is five years after the SEC Effective Date, (ii)
the date on which each Investor may sell all Registrable Securities owned by
such Investor or which such Investor has any right to acquire without
registration under the 1933 Act pursuant to subsection (k) of Rule 144, without
restriction on the manner of sale or the volume of securities which may be sold
in any period and without the requirement for the giving of any notice to, or
the making of any filing with, the SEC and (iii) the date on which the Investors
no longer beneficially own or have any right to acquire any Registrable
Securities.

            "Registration Statement" means a registration statement of the
Company under the 1933 Act, including any amendment thereto.

            "Rule 144" means Rule 144 promulgated under the 1933 Act or any
other similar rule or regulation of the SEC that may at any time permit a holder
of any securities to sell securities of the Company to the public without
registration under the 1933 Act.


                                      -2-
<PAGE>

            "SEC" means the Securities and Exchange Commission.

            "SEC Effective Date" means the date the Registration Statement is
declared effective by the SEC.

            "SEC Filing Date" means the date the Registration Statement is first
filed with the SEC pursuant to Section 2(a).

            "Trading Day" means a day on whichever of (x) the national
securities exchange, (y) the Nasdaq or (z) the Nasdaq SmallCap, which at the
time constitutes the principal securities market for the Common Stock, is open
for general trading.

            (b) Capitalized terms defined in the introductory paragraph or the
recitals to this Agreement shall have the respective meanings therein provided.
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Subscription Agreement.

            2. Registration.

            (a) Mandatory Registration. (1) The Company shall prepare, and on or
prior to the date which is 45 days after the Closing Date, file with the SEC a
Registration Statement on Form S-3 which, on the date of filing with the SEC,
covers the resale by the Initial Investor of a number of shares of Common Stock
at least equal to the sum of (x) a number of shares of Common Stock equal to
205% of the number of shares of Common Stock issuable upon conversion of the
Preferred Shares, determined as if the Preferred Shares, together with 24 months
of accrued and unpaid dividends thereon, were converted in full at the Fixed
Conversion Price (as defined in the Certificates of Designations) on the SEC
Filing Date plus (y) the number of Warrant Shares (in each case determined
without regard to the limitations on beneficial ownership contained in the
proviso to the second sentence of Section 10(a) of the Certificates of
Designations and Section 1.1(b) of the Warrants). If at any time the number of
shares of Common Stock included in the Registration Statement required to be
filed as provided in the first sentence of this Section 2(a) shall be
insufficient to cover 120% of the number of shares of Common Stock issuable on
conversion in full of the unconverted Preferred Shares plus the number of
Warrant Shares issuable upon exercise of the unexercised portion of the
Warrants, then promptly, but in no event later than 20 days after such
insufficiency shall occur, the Company shall file with the SEC an additional
Registration Statement on Form S-3 (which shall not constitute a post-effective
amendment to the Registration Statement filed pursuant to the first sentence of
this Section 2(a)), covering such number of shares of Common Stock as shall be
sufficient to permit such conversion and exercise. For all purposes of this
Agreement such additional Registration Statement shall be deemed to be the
Registration Statement required to be filed by the Company pursuant to Section
2(a) of this Agreement, and the Company and the Investors shall have the same
rights and obligations with respect to such additional Registration Statement as
they shall have with respect to the initial Registration Statement required to
be filed by the Company pursuant to this Section 2(a). The Registration
Statement shall not include securities to be sold for the account of any selling
securityholder other than (i) the Investors and the investors contemplated by
the registration rights agreement entered into by the Company in connection with
the Other Subscription Agreement, (ii) Foothill Capital Corporation with respect
to 325,000 shares of Common Stock issuable upon exercise of outstanding warrants
and (iii) Reedland Capital Partners with respect to 100,000 shares of Common
Stock issuable upon exercise of Warrants issuable in connection with the
transactions contemplated by the Subscription Agreement.

            (2) Prior to the SEC Effective Date or during any time subsequent to
the SEC Effective Date when the Registration Statement for any reason is not
available for use by any Investor for the resale of any of Registrable
Securities, the Company shall not file any other registration statement or any
amendment thereto with the SEC under the 1933 Act or request the acceleration of
the effectiveness of any other registration statement previously filed with the
SEC, other than any registration statement on Form S-4 or Form S-8; provided,
however, that this Section 2(a)(2) shall not apply to a registration statement
filed by the Company after the SEC Filing Date


                                      -3-
<PAGE>

with respect to a transaction covered by clause (z) of Section 4(i)(2) of the
Subscription Agreement in which the Company proposes to register at least
$10,000,000 of its equity securities.

            (b) Certain Offerings. If any offering pursuant to a Registration
Statement pursuant to Section 2(a) hereof involves an underwritten offering,
Investors who hold a majority in interest of the Registrable Securities subject
to such underwritten offering shall have the right to select one legal counsel
and an investment banker or bankers and manager or managers to administer the
offering, which investment banker or bankers or manager or managers shall be
reasonably satisfactory to the Company. The Investors who hold the Registrable
Securities to be included in such underwriting shall pay all underwriting
discounts and commissions and other fees and expenses of such investment banker
or bankers and manager or managers so selected in accordance with this Section
2(b) (other than fees and expenses relating to registration of Registrable
Securities under federal or state securities laws, which are payable by the
Company pursuant to Section 5 hereof) with respect to their Registrable
Securities and the fees and expenses of such legal counsel so selected by the
Investors.

            (c) Payments by the Company. If a Registration Event occurs, on each
Computation Date the Company shall pay each Investor an amount in cash equal to
1.5% of the aggregate subscription price paid by such Investor pursuant to the
Subscription Agreement for the Preferred Shares then held by such Investor (pro
rated for any period of less than 30 days). Each such payment shall be made by
wire transfer in immediately available funds on each Computation Date to such
account as shall be specified for such purpose by each Investor. Any such amount
which is not paid when due shall bear interest at the rate of 14% per annum (or
such other rate as shall be the maximum rate allowable by applicable law) until
paid in full.

            (d) Piggy-Back Registrations. If at any time the Company shall
determine to prepare and file with the SEC a Registration Statement relating to
an offering for its own account or the account of others under the 1933 Act of
any of its equity securities, other than on Form S-4 or Form S-8 or their then
equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans, the Company shall
send to each Investor who is entitled to registration rights under this Section
2(d) written notice of such determination and, if within ten (10) days after
receipt of such notice, such Investor shall so request in writing, the Company
shall include in such Registration Statement all or any part of the Registrable
Securities such Investor requests to be registered, except that if, in
connection with any underwritten public offering for the account of the Company,
the managing underwriter(s) thereof shall impose a limitation on the number of
shares of Common Stock which may be included in the Registration Statement
because, in such underwriter(s)' judgment, such limitation is necessary to
effect an orderly public distribution, then the Company shall be obligated to
include in such Registration Statement only such limited portion of the
Registrable Securities with respect to which such Investor has requested
inclusion hereunder. Any exclusion of Registrable Securities shall be made pro
rata among the Investors seeking to include Registrable Securities, in
proportion to the number of Registrable Securities sought to be included by such
Investors; provided, however, that the Company shall not exclude any Registrable
Securities unless the Company has first excluded all outstanding securities the
holders of which are not entitled by right to inclusion of securities in such
Registration Statement; and provided further, however, that, after giving effect
to the immediately preceding proviso, any exclusion of Registrable Securities
shall be made pro rata with holders of other securities having the right to
include such securities in the Registration Statement, based on the number of
securities for which registration is requested except to the extent such pro
rata exclusion of such other securities is prohibited under any written
agreement entered into by the Company with the holder of such other securities
prior to the date of this Agreement, in which case such other securities shall
be excluded, if at all, in accordance with the terms of such agreement. No right
to registration of Registrable Securities under this Section 2(d) shall be
construed to limit any registration required under Section 2(a) hereof. The
obligations of the Company under this Section 2(d) may be waived by Investors
holding a majority in interest of the Registrable Securities and shall expire
after the Company has afforded the opportunity for the Investors to exercise
registration rights under this Section 2(d) for two registrations; provided,
however, that any Investor who shall have had any Registrable Securities
excluded from any Registration Statement in accordance with this Section 2(d)
shall be entitled to include in an additional Registration Statement filed by
the Company the Registrable Securities so


                                      -4-
<PAGE>

excluded. Notwithstanding any other provision of this Agreement, if the
Registration Statement required to be filed pursuant to Section 2(a) of this
Agreement shall have been ordered effective by the SEC and the Company shall
have maintained the effectiveness of such Registration Statement as required by
this Agreement and if the Company shall otherwise have complied in all material
respects with its obligations under this Agreement, then the Company shall not
be obligated to register any Registrable Securities on such Registration
Statement referred to in this Section 2(d).

            (e) Eligibility for Form S-3. The Company meets the requirements for
the use of Form S-3 for registration of the Registrable Securities for resale by
the Investors. The Company shall file all reports required to be filed by the
Company with the SEC in a timely manner so as to maintain such eligibility for
the use of Form S-3.

            3. Obligations of the Company. In connection with the registration
of the Registrable Securities, the Company shall:

            (a) prepare promptly, and file with the SEC not later than 45 days
after the Closing Date, a Registration Statement with respect to the number of
Registrable Securities provided in Section 2(a), and thereafter to use its best
efforts to cause each Registration Statement relating to Registrable Securities
to become effective as soon as possible after such filing, and keep the
Registration Statement effective pursuant to Rule 415 at all times during the
Registration Period; submit to the SEC, within three Business Days after the
Company learns that no review of the Registration Statement will be made by the
staff of the SEC or that the staff of the SEC has no further comments on the
Registration Statement, as the case may be, a request for acceleration of
effectiveness of the Registration Statement to a time and date not later than 48
hours after the submission of such request; notify the Investors of the
effectiveness of the Registration Statement on the date the Registration
Statement is declared effective; and the Company represents and warrants to, and
covenants and agrees with, the Investors that the Registration Statement
(including any amendments or supplements thereto and prospectuses contained
therein), at the time it is first filed with the SEC, at the time it is ordered
effective by the SEC and at all times during which it is required to be
effective hereunder (and each such amendment and supplement at the time it is
filed with the SEC and at all times during which it is available for use in
connection with the offer and sale of the Registrable Securities) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading;

            (b) prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus used in connection with the Registration Statement as may be
necessary to keep the Registration Statement effective at all times during the
Registration Period, and, during the Registration Period, comply with the
provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by the Registration Statement until such time
as all of such Registrable Securities have been disposed of in accordance with
the intended methods of disposition by the seller or sellers thereof as set
forth in the Registration Statement;

            (c) furnish to each Investor whose Registrable Securities are
included in the Registration Statement and its legal counsel, (1) promptly after
the same is prepared and publicly distributed, filed with the SEC or received by
the Company, one copy of the Registration Statement and any amendment thereto,
each preliminary prospectus and prospectus and each amendment or supplement
thereto, each letter written by or on behalf of the Company to the SEC or the
staff of the SEC and each item of correspondence from the SEC or the staff of
the SEC relating to such Registration Statement (other than any portion of any
thereof which contains information for which the Company has sought confidential
treatment) and (2) such number of copies of a prospectus, including a
preliminary prospectus, and all amendments and supplements thereto and such
other documents, as such Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Investor;

            (d) use reasonable efforts to (i) register and qualify the
Registrable Securities covered by the Registration Statement under such
securities or blue sky laws of such jurisdictions as the Investors who hold a
majority in interest of the Registrable Securities being offered


                                      -5-
<PAGE>

reasonably request, (ii) prepare and file in those jurisdictions such amendments
(including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof at all
times until the end of the Registration Period, (iii) take such other actions as
may be necessary to maintain such registrations and qualifications in effect at
all times during the Registration Period and (iv) take all other actions
reasonably necessary or advisable to qualify the Registrable Securities for sale
in such jurisdictions; provided, however, that the Company shall not be required
in connection therewith or as a condition thereto (I) to qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(d), (II) to subject itself to general taxation in any such
jurisdiction, (III) to file a general consent to service of process in any such
jurisdiction, (IV) to provide any undertakings that cause more than nominal
expense or burden to the Company or (V) to make any change in its Certificate of
Incorporation or by-laws, which in each case the Board of Directors of the
Company determines to be contrary to the best interests of the Company and its
stockholders;

            (e) in the event that the Registrable Securities are being offered
in an underwritten offering, enter into and perform its obligations under an
underwriting agreement, in usual and customary form, including, without
limitation, customary indemnification and contribution obligations, with the
underwriters of such offering;

            (f) (1) as promptly as practicable after becoming aware of such
event or circumstance, notify each Investor of any event or circumstance of
which the Company has knowledge, as a result of which the prospectus included in
the Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and use its best efforts promptly to
prepare a supplement or amendment to the Registration Statement to correct such
untrue statement or omission, file such supplement or amendment with the SEC at
such time as shall permit the Investors to sell Registrable Securities pursuant
to the Registration Statement as promptly as practicable, and deliver a number
of copies of such supplement or amendment to each Investor as such Investor may
reasonably request;

            (2) notwithstanding Section 3(f)(1) above, if at any time the
Company notifies the Investors as contemplated by Section 3(f)(1) that the event
giving rise to such notice relates to a development involving the Company which
complies with the description thereof and the requirements therefor set forth in
the definition of Blackout Period, then the Company shall not be required to use
best efforts to make such amendment during a Blackout Period; provided, however,
that (i) no more than the 15 Trading Days in the aggregate may occur during all
Blackout Periods commencing in any period of 365 consecutive days, (ii) no more
than two Blackout Periods may commence in any period of 365 consecutive days and
(iii) at least 30 Trading Days must elapse between the end of a Blackout Period
and the commencement of the next Blackout Period;

            (g) as promptly as practicable after becoming aware of such event,
notify each Investor who holds Registrable Securities being sold (or, in the
event of an underwritten offering, the managing underwriters) of the issuance by
the SEC of any stop order or other suspension of effectiveness of the
Registration Statement at the earliest possible time;

            (h) permit a single firm of counsel designated as selling
stockholders' counsel by the Investors who hold a majority in interest of the
Registrable Securities being sold to review and comment on the Registration
Statement and all amendments and supplements thereto a reasonable period of time
prior to their filing with the SEC;

            (i) make generally available to its security holders as soon as
practical, but not later than ninety (90) days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions of
Rule 158 under the 1933 Act) covering a twelve-month period beginning not later
than the first day of the Company's fiscal quarter next following the effective
date of the Registration Statement;

            (j) in connection with any underwritten offering, at the request of
the Investors who hold a majority in interest of the Registrable Securities
being sold, furnish on the date that


                                      -6-
<PAGE>

Registrable Securities are delivered to an underwriter for sale in connection
with the Registration Statement (i) a letter, dated such date, from the
Company's independent certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to the underwriters; and (ii) an
opinion, dated such date, from counsel representing the Company for purposes of
such Registration Statement, in form and substance as is customarily given in an
underwritten public offering, addressed to the underwriter(s) and the Investors;

            (k) make available for inspection by any Investor, any underwriter
participating in any disposition pursuant to the Registration Statement, and any
attorney, accountant or other agent retained by any such Investor or underwriter
(collectively, the "Inspectors"), all pertinent financial and other records,
pertinent corporate documents and properties of the Company (collectively, the
"Records"), as shall be reasonably necessary to enable each Investor to exercise
its due diligence responsibility, and cause the Company's officers, directors
and employees to supply all information which any Inspector may reasonably
request for purposes of such due diligence; provided, however, that each
Inspector shall hold in confidence and shall not make any disclosure (except to
an Investor) of any Record or other information which the Company determines in
good faith to be confidential, and of which determination the Inspectors are so
notified, unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in any Registration Statement, (ii) the
release of such Records is ordered pursuant to a subpoena or other order from a
court or government body of competent jurisdiction or (iii) the information in
such Records has been made generally available to the public other than by
disclosure in violation of this or any other agreement. The Company shall not be
required to disclose any confidential information in such Records to any
Inspector until and unless such Inspector shall have entered into
confidentiality agreements (in form and substance satisfactory to the Company)
with the Company with respect thereto, substantially in the form of this Section
3(k). Each Investor agrees that it shall, upon learning that disclosure of such
Records is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to the Company and allow
the Company, at the Company's own expense, to undertake appropriate action to
prevent disclosure of, or to obtain a protective order for, the Records deemed
confidential. The Company shall hold in confidence and shall not make any
disclosure of information concerning an Investor provided to the Company
pursuant to Section 4(e) hereof unless (i) disclosure of such information is
necessary to comply with federal or state securities laws, (ii) the disclosure
of such information is necessary to avoid or correct a misstatement or omission
in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other order from a court or governmental body of
competent jurisdiction or (iv) such information has been made generally
available to the public other than by disclosure in violation of this or any
other agreement. The Company agrees that it shall, upon learning that disclosure
of such information concerning an Investor is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
notice to such Investor and allow such Investor, at such Investor's own expense,
to undertake appropriate action to prevent disclosure of, or to obtain a
protective order for, such information;

            (l) use its best efforts (i) to cause all the Registrable Securities
covered by the Registration Statement to be listed on the NYSE or such other
principal securities market on which securities of the same class or series
issued by the Company are then listed or traded or (ii) if securities of the
same class or series as the Registrable Securities are not then listed on the
NYSE or any such other securities market, to cause all of the Registrable
Securities covered by the Registration Statement to be listed on the American
Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market;

            (m) provide a transfer agent and registrar, which may be a single
entity, for the Registrable Securities not later than the effective date of the
Registration Statement;

            (n) cooperate with the Investors who hold Registrable Securities
being offered and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing Registrable Securities to be offered pursuant
to the Registration Statement and enable such certificates to be in such
denominations or amounts, as the case may be, as the managing underwriter


                                      -7-
<PAGE>

or underwriters, if any, or the Investors may reasonably request and registered
in such names as the managing underwriter or underwriters, if any, or the
Investors may request; and, within three Business Days after a Registration
Statement which includes Registrable Securities is ordered effective by the SEC,
the Company shall deliver to the transfer agent for the Registrable Securities
(with copies to the Investors whose Registrable Securities are included in such
Registration Statement) an instruction substantially in the form attached hereto
as Exhibit 1 and shall cause legal counsel selected by the Company to deliver to
the Investors an opinion of such counsel in the form attached hereto as Exhibit
2 (with a copy to the Company's transfer agent);

            (o) during the period the Company is required to maintain
effectiveness of the Registration Statement pursuant to Section 3(a), the
Company shall not bid for or purchase any Common Stock or any right to purchase
Common Stock or attempt to induce any person to purchase any such security or
right if such bid, purchase or attempt would in any way limit the right of the
Investors to sell Registrable Securities by reason of the limitations set forth
in Regulation M under the 1934 Act; and

            (p) take all other reasonable actions necessary to expedite and
facilitate disposition by the Investors of the Registrable Securities pursuant
to the Registration Statement.

            4. Obligations of the Investors. In connection with the registration
of the Registrable Securities, the Investors shall have the following
obligations:

            (a) It shall be a condition precedent to the obligations of the
Company to complete the registration pursuant to this Agreement with respect to
the Registrable Securities of a particular Investor that such Investor shall
furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of such Registrable Securities and shall execute such documents in connection
with such registration as the Company may reasonably request. At least five
Business Days prior to the first anticipated filing date of the Registration
Statement, the Company shall notify each Investor of the information the Company
requires from each such Investor (the "Requested Information") if any of such
Investor's Registrable Securities are eligible for inclusion in the Registration
Statement. If at least one Business Day prior to the filing date the Company has
not received the Requested Information from an Investor (a "Non-Responsive
Investor"), then the Company may file the Registration Statement without
including Registrable Securities of such Non-Responsive Investor but shall not
be relieved of its obligation to file a Registration Statement with the SEC
relating to the Registrable Securities of such Non-Responsive Investor promptly
after such Non-Responsive Investor provides the Requested Information;

            (b) Each Investor by such Investor's acceptance of the Registrable
Securities agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of the Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such Investor's election to exclude all of such Investor's Registrable
Securities from the Registration Statement;

            (c) In the event Investors holding a majority in interest of the
Registrable Securities being registered determine to engage the services of an
underwriter, each Investor agrees to enter into and perform such Investor's
obligations under an underwriting agreement, in usual and customary form,
including, without limitation, customary indemnification and contribution
obligations, with the managing underwriter of such offering and take such other
actions as are reasonably required in order to expedite or facilitate the
disposition of the Registrable Securities, unless such Investor has notified the
Company in writing of such Investor's election to exclude all of such Investor's
Registrable Securities from the Registration Statement;

            (d) Each Investor agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(f) or
3(g), such Investor will immediately discontinue disposition of Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities until such Investor's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3(f) or 3(g) and, if so directed by
the Company, such Investor shall deliver to the Company (at the expense of the
Company) or destroy (and deliver


                                      -8-
<PAGE>

to the Company a certificate of destruction) all copies in such Investor's
possession of the prospectus covering such Registrable Securities current at the
time of receipt of such notice;

            (e) No Investor may participate in any underwritten registration
hereunder unless such Investor (i) agrees to sell such Investor's Registrable
Securities on the basis provided in any underwriting arrangements approved by
the Investors entitled hereunder to approve such arrangements, (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements and (iii) agrees to pay its pro rata share of all
underwriting discounts and commissions and other fees and expenses of investment
bankers and any manager or managers of such underwriting and legal expenses of
the underwriters applicable with respect to its Registrable Securities, in each
case to the extent not payable by the Company pursuant to the terms of this
Agreement; and

            (f) Each Investor agrees to take all reasonable actions necessary to
comply with the prospectus delivery requirements of the 1933 Act applicable to
its sales of Registrable Securities.

            5. Expenses of Registration. All reasonable expenses, other than
underwriting discounts and commissions and other fees and expenses of investment
bankers and other than brokerage commissions, incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications
fees, printers and accounting fees and the fees and disbursements of counsel for
the Company and the Investors (in addition to the payment of the Initial
Investor's expenses to the extent provided in the Subscription Agreement), shall
be borne by the Company; provided, however, that (i) the Company shall not be
required to pay in excess of $7,500 for such fees and disbursements of counsel
for the Investors and (ii) the Investors shall bear the fees and out-of-pocket
expenses of the one legal counsel selected by the Investors pursuant to Section
2(b) hereof. At the request of the Company, the Investors shall provide the
Company with copies of invoices or other reasonable supporting documentation for
the fees and disbursements of Investors' counsel required to be paid by the
Company pursuant to this Section 5.

            6. Indemnification. In the event any Registrable Securities are
included in a Registration Statement under this Agreement:

            (a) To the extent permitted by law, the Company will indemnify and
hold harmless each Investor who holds such Registrable Securities, the
directors, if any, of such Investor, the officers, if any, of such Investor,
each person, if any, who controls any Investor within the meaning of the 1933
Act or the 1934 Act, any underwriter (as defined in the 1933 Act) for the
Investors, the directors, if any, of such underwriter and the officers, if any,
of such underwriter, and each person, if any, who controls any such underwriter
within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified
Person"), against any losses, claims, damages, liabilities or expenses (joint or
several) incurred (collectively, "Claims") to which any of them may become
subject under the 1933 Act, the 1934 Act or otherwise, insofar as such Claims
(or actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon any of the following: (i) any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any post-effective amendment thereof or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading or (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any state securities law
or any rule or regulation under the 1933 Act, the 1934 Act or any state
securities law (the matters in the foregoing clauses (i) through (iii) being,
collectively, "Violations"). Subject to the restrictions set forth in Section
6(d) with respect to the number of legal counsel, the Company shall reimburse
the Investors and the other Indemnified Persons, promptly as such expenses are
incurred and are due and payable, for any legal fees or other reasonable
expenses incurred by them in


                                      -9-
<PAGE>

connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (I) shall not apply to a Claim arising out of or
based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by any Indemnified Person or
underwriter for such Indemnified Person expressly for use in connection with the
preparation of the Registration Statement, the prospectus or any such amendment
thereof or supplement thereto, if such prospectus was timely made available by
the Company pursuant to Section 3(c) hereof; (II) with respect to any
preliminary prospectus shall not inure to the benefit of any such person from
whom the person asserting any such Claim purchased the Registrable Securities
that are the subject thereof (or to the benefit of any person controlling such
person) if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected in the prospectus, as then amended or
supplemented, if such prospectus was timely made available by the Company
pursuant to Section 3(c) hereof; and (III) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of
the Registrable Securities by the Investors pursuant to Section 9.

            (b) In connection with any Registration Statement in which an
Investor is participating, each such Investor agrees to indemnify and hold
harmless, to the same extent and in the same manner set forth in Section 6(a),
the Company, each of its directors, each of its officers who signs the
Registration Statement, each person, if any, who controls the Company within the
meaning of the 1933 Act or the 1934 Act, any underwriter and any other
stockholder selling securities pursuant to the Registration Statement or any of
its directors or officers or any person who controls such stockholder or
underwriter within the meaning of the 1933 Act or the 1934 Act (collectively and
together with an Indemnified Person, an "Indemnified Party"), against any Claim
to which any of them may become subject, under the 1933 Act, the 1934 Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished to the
Company by such Investor expressly for use in connection with such Registration
Statement; and such Investor will reimburse any legal or other expenses
reasonably incurred by any Indemnified Party in connection with investigating or
defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) shall not apply to amounts paid in settlement of
any Claim if such settlement is effected without the prior written consent of
such Investor, which consent shall not be unreasonably withheld; provided,
further, however, that the Investor shall be liable under this Section 6(b) for
only that amount of a Claim as does not exceed the amount by which the net
proceeds to such Investor from the sale of Registrable Securities pursuant to
such Registration Statement exceeds the cost of such Registrable Securities to
such Investor. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Indemnified Party and shall
survive the transfer of the Registrable Securities by the Investors pursuant to
Section 9. Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(b) with respect to any
preliminary prospectus shall not inure to the benefit of any Indemnified Party
if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected on a timely basis in the prospectus, as
then amended or supplemented.

            (c) The Company shall be entitled to receive indemnities from
underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in any distribution, to the same extent as provided
above, with respect to information so furnished in writing by such persons
expressly for inclusion in the Registration Statement.

            (d) Promptly after receipt by an Indemnified Person or Indemnified
Party under this Section 6 of notice of the commencement of any action
(including any governmental action), such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel selected by the indemnifying party
but reasonably acceptable to the Indemnified Person or the Indemnified Party, as
the case may


                                      -10-
<PAGE>

be; provided, however, that an Indemnified Person or Indemnified Party shall
have the right to retain its own counsel with the fees and expenses to be paid
by the indemnifying party, if, in the reasonable opinion of counsel retained by
the indemnifying party, the representation by such counsel of the Indemnified
Person or Indemnified Party and the indemnifying party would be inappropriate
due to actual or potential differing interests between such Indemnified Person
or Indemnified Party and any other party represented by such counsel in such
proceeding. In such event, the Company shall pay for only one separate legal
counsel for the Investors; such legal counsel shall be selected by the Investors
holding a majority in interest of the Registrable Securities included in the
Registration Statement to which the Claim relates. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any
liability to the Indemnified Person or Indemnified Party under this Section 6,
except to the extent that the indemnifying party is prejudiced in its ability to
defend such action. The indemnification required by this Section 6 shall be made
by periodic payments of the amount thereof during the course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

            7. Contribution. To the extent any indemnification by an
indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it
would otherwise be liable under Section 6 to the fullest extent permitted by
law; provided, however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 6, (b) no seller of Registrable
Securities guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any seller of
Registrable Securities who was not guilty of such fraudulent misrepresentation
and (c) contribution by any seller of Registrable Securities shall be limited in
amount to the amount by which the net amount of proceeds received by such seller
from the sale of such Registrable Securities exceeds the purchase price paid by
such seller for such Registrable Securities.

            8. Reports under 1934 Act. With a view to making available to the
Investors the benefits of Rule 144, the Company agrees to:

            (a) make and keep public information available, as those terms are
understood and defined in Rule 144;

            (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act; and

            (c) furnish to each Investor so long as such Investor owns
Registrable Securities, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144 and the
1934 Act, (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company and (iii)
such other information as may be reasonably requested to permit the Investors to
sell such securities pursuant to Rule 144 without registration.

            9. Assignment of the Registration Rights. The rights to have the
Company register Registrable Securities pursuant to this Agreement shall be
automatically assigned by the Investors to any transferee of all or any portion
of such securities (or to any transferee of all or any portion of the Preferred
Shares or the Warrants which transfer is permitted by Section 4(a) of the
Subscription Agreement) only if: (a) such transferee or assignee is an
"accredited investor" as defined in Regulation D under the 1933 Act, (b) the
Investor agrees in writing with the transferee or assignee to assign such
rights, and a copy of such agreement is furnished to the Company within a
reasonable time after such assignment, (c) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (i) the
name and address of such transferee or assignee and (ii) the securities with
respect to which such registration rights are being transferred or assigned, (d)
immediately following such transfer or assignment the further disposition of
such securities by the transferee or assignee is restricted under the 1933 Act
and applicable state securities laws, and (e) at or before the time the Company
receives the written notice contemplated by clause (c) of this sentence the
transferee or assignee agrees in writing with the Company to be bound by


                                      -11-
<PAGE>

all of the provisions contained herein. In connection with any such transfer the
Company shall, at its sole cost and expense, promptly after such assignment take
such actions as shall be reasonably acceptable to the Initial Investor and such
transferee to assure that the Registration Statement and related prospectus are
available for use by such transferee for sales of the Registrable Securities in
respect of which the rights to registration have been so assigned. In connection
with any such assignment, each Investor shall have the right to assign to such
transferee such Investor's rights under the Subscription Agreement by notice of
such assignment to the Company. Following such notice of assignment of rights
under the Subscription Agreement, the Company shall be obligated to such
transferee to perform all of its covenants under the Subscription Agreement as
if such transferee were the Buyer under the Subscription Agreement.

            10. Amendment of Registration Rights. Any provision of this
Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Majority Holders. Any
amendment or waiver effected in accordance with this Section 10 shall be binding
upon each Investor and the Company.

            11. Miscellaneous.

            (a) A person or entity is deemed to be a holder of Registrable
Securities whenever such person or entity owns of record such Registrable
Securities. If the Company receives conflicting instructions, notices or
elections from two or more persons or entities with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such Registrable
Securities.

            (b) Notices required or permitted to be given hereunder shall be in
writing and shall be deemed to be sufficiently given when personally delivered
(by hand, by courier, by telephone line facsimile transmission (with answer back
confirmation) or other means) (i) if to the Company, at 15821 Ventura Boulevard,
5th Floor, Los Angeles, California 91436, Attention: Chief Financial Officer,
telephone line facsimile transmission number (818) 461-6530, with a copy to
Klehr, Harrison, Harvey, Branzburg & Ellers LLP, 260 South Broad Street,
Philadelphia 19102-5003, Attention: Stephen T. Burdumy, Esq. and William W.
Matthews, III, Esq., telephone line facsimile transmission number (215)
568-6603, (ii) if to the Initial Investor, c/o Genesee International, Inc.,
10500 N.E. 8th Street, Suite 1920, Bellevue, Washington 98004-4332, telephone
line facsimile transmission number (425) 462-4645 and (iii) if to any other
Investor, at such address as such Investor shall have provided in writing to the
Company, or at such other address as each such party furnishes by notice given
in accordance with this Section 11(b), and shall be effective upon receipt.

            (c) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

            (d) This Agreement shall be enforced, governed by and construed in
accordance with the laws of the State of Delaware applicable to agreements made
and to be performed entirely within such State. In the event that any provision
of this Agreement is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law. Any provision hereof which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision hereof.

            (e) This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein. This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof.

            (f) Subject to the requirements of Section 9 hereof, this Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties hereto.


                                      -12-
<PAGE>

            (g) All pronouns and any variations thereof refer to the masculine,
feminine or neuter, singular or plural, as the context may require.

            (h) The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

            (i) The Company acknowledges that any failure by the Company to
perform its obligations under this Agreement, including, without limitation, the
Company's obligations under Section 3(n), or any delay in such performance could
result in damages to the Investors and the Company agrees that, in addition to
any other liability the Company may have by reason of any such failure or delay,
the Company shall be liable for all direct and consequential damages caused by
any such failure or delay.

            (j) Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

            (k) The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party.

            (l) This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original but all of which shall constitute one and
the same agreement. This Agreement, once executed by a party, may be delivered
to the other party hereto by telephone line facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.

            IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of day
and year first above written.

                                       e4L, INC.


                                       By:______________________________________
                                                    Daniel M. Yukelson
                                                 Executive Vice President

                                       [INITIAL INVESTOR]


                                       By:______________________________________
                                          Name:
                                          Title:


                                      -13-
<PAGE>

                                                                   EXHIBIT 1
                                                                       to
                                                                  Registration
                                                                Rights Agreement

                              [Company Letterhead]

                                     [Date]

______________________________________
as Conversion Agent and Exercise Agent
[Address]

Ladies and Gentlemen:

      This letter shall serve as our irrevocable authorization and direction to
you [(1) to transfer or re-register the certificates for the shares of Common
Stock, $.01 par value (the "Common Stock"), of e4L, Inc., a Delaware corporation
(the "Company"), represented by certificate numbers _______ and _______ for an
aggregate of _______ shares (the "Outstanding Shares") of Common Stock presently
registered in the name of [Name of Investors] upon surrender of such
certificate(s) to you, notwithstanding the legend appearing on such
certificates, and (2)]? to issue (a) shares (the "Conversion Shares") of Common
Stock to or upon the order of the holder from time to time on conversion of the
shares (the "Preferred Shares") of Series G Convertible Preferred Stock, $.01
par value, and Series H Convertible Preferred Stock, $.01 par value, of the
Company upon receipt by you of a Notice of Conversion of Series G Convertible
Preferred Stock or a Notice of Conversion of Series H Convertible Preferred
Stock, as the case may be, in the forms enclosed herewith, and (b) shares (the
"Warrant Shares") of Common Stock to or upon the order of the holder from time
to time on exercise of the Common Stock Purchase Warrants (the "Warrants")
exercisable for Common Stock issued by the Company upon receipt by you of a
Subscription Form from such holder in the form enclosed herewith. [The transfer
or re-registration of the certificates for the Outstanding Shares by you should
be made at such time as you are requested to do so by the record holder of the
Outstanding Shares. The certificate issued upon such transfer or re-registration
should be registered in such name as requested by the holder of record of the
certificate surrendered to you and should not bear any legend which would
restrict the transfer of the shares represented thereby. In addition, you are
hereby directed to remove any stop-transfer instruction relating to the
Outstanding Shares.]*. Certificates for the Conversion Shares and Warrant Shares
should not bear any restrictive legend and should not be subject to any
stop-transfer restriction.

      Contemporaneously with the delivery of this letter, the Company is
delivering to you an opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP
as to registration of the resale of [the Outstanding Shares and]* the Conversion
Shares and Warrant Shares under the Securities Act of 1933, as amended.

- --------
*     Omit if no conversions of Preferred Stock or exercises of Warrants have
      occurred before SEC registration is declared effective.

<PAGE>

      Should you have any questions concerning this matter, please contact me.

                                       Very truly yours,

                                       e4L, INC.


                                       By: _____________________________________
                                             Name:
                                             Title:

Enclosures
cc: [Names of Investors]

<PAGE>

                                                                    EXHIBIT 2
                                                                       to
                                                                  Registration
                                                                Rights Agreement

                              [SEC Effective Date]

[Names and Addresses of Investors]

                                    e4L, INC.
                             Shares of Common Stock

Ladies and Gentlemen:

            We are counsel to e4L, Inc., a Delaware corporation (the "Company"),
and we understand that the Company has sold to [Names of Investors] (the
"Holders") an aggregate of 5,000 shares (the "Series G Preferred Shares") of the
Company's Series G Convertible Preferred Stock, $.01 par value (the "Series G
Preferred Stock"), 5,000 shares (the "Series H Preferred Shares) of the
Company's Series H Convertible Preferred Stock, $.01 par value (the "Series H
Preferred Stock"), and issued to the Holders Common Stock Purchase Warrants (the
"Warrants"). The Series G Preferred Shares and the Series H Preferred Shares
were sold, and the Warrants were issued, to the Holders pursuant to several
Subscription Agreements, dated as of March 21, 2000, by and between the Holders
and the Company (the "Subscription Agreements"). Pursuant to the several
Registration Rights Agreements, dated as of March 21, 2000, by and between the
Company and each Holder (the "Registration Rights Agreements") entered into in
connection with the purchase by the Holders of the Series G Preferred Shares and
the Series H Preferred Shares, the Company agreed with each Holder, among other
things, to register for resale (1) the shares (the "Conversion Shares") of
Common Stock issuable upon conversion of the Series G Preferred Shares and the
Series H Preferred Shares and (2) the shares (the "Warrant Shares") of Common
Stock issuable upon exercise of the Warrants under the Securities Act of 1933,
as amended (the "1933 Act"), upon the terms provided in the Registration Rights
Agreements. The Conversion Shares and the Warrant Shares are referred to herein
collectively as the "Shares". Pursuant to the Registration Rights Agreements, on
[INSERT SEC FILING DATE] the Company filed a Registration Statement on Form S-3
(File No. 333-__________) (the "Registration Statement") with the Securities and
Exchange Commission (the "SEC") relating to the Shares, which names the Holders
as selling stockholders thereunder.

            [Other introductory and scope of examination language to be
inserted]

            Based on the foregoing, we are of the opinion that:

            (1) Since the Closing Date, the Company has timely filed with the
      SEC all forms, reports and other documents required to be filed with the
      SEC under the Securities Exchange Act of 1934, as amended (the "1934
      Act"). To the best of our knowledge, all of such forms, reports and other
      documents complied, when filed, in all material respects, with all
      applicable requirements of the 1933 Act and the 1934 Act;

            (2) The Registration Statement and the Prospectus contained therein
      (other than the financial statements and financial schedules and other
      financial and statistical information contained or incorporated by
      reference therein, as to which we have not been requested to and do not
      express any opinion) comply as to form in all material respects with the
      applicable requirements of the 1933 Act and the rules and regulations
      promulgated thereunder; and

<PAGE>

            (3) The Registration Statement has become effective under the 1933
      Act, to the best of our knowledge after due inquiry, no stop order
      proceedings with respect thereto have been instituted or threatened by the
      SEC. The Shares have been registered under the 1933 Act and may be resold
      by the respective Holders pursuant to the Registration Statement.

            Paragraph (3) of this opinion may be relied upon by ChaseMellon
Shareholder Services, L.L.C., as Conversion Agent and Exercise Agent (the
"Conversion Agent"), as if addressed to the Conversion Agent.

                                       Very truly yours,


cc: ChaseMellon Shareholder Services, L.L.C.,
      as Conversion Agent and Exercise Agent



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