Common use of Covenants of the Company and the Holder Clause in Contracts

Covenants of the Company and the Holder. (a) The Company hereby covenants and agrees that in connection with the issuance of the Exchange Securities and the New Class C Warrants, the Company shall reserve such number of shares of Common Stock as shall be necessary for issuance in connection with (A) the conversion of the Amended Debenture, (B) the payment of interest payable with respect to the Amended Debenture, and (C) the exercise of the New Class B Warrants and the New Class C Warrants. (b) The Holder hereby covenants and agrees that: (i) The Holder hereby waives the right to receive payment of any accrued and unpaid interest, penalties or Late Fees under the Debenture and shall not assert any claims against the Company for any such interest, penalties or Late Fees. (ii) The Holder hereby waives Section 4.15 Equal Treatment of Purchase of the Securities Purchase Agreement, dated April 10, 2006 (the “Securities Purchase Agreement”), and the Company shall have the right to enter into agreements with other holders of the Debentures that are different from this Agreement and to offer other holders of the Debentures other consideration to amend or consent to a waiver or modification of any provision of the Transaction Documents (as defined in the Securities Purchase Agreement). (iii) The Holder hereby waives the right to receive payment of liquidated damages and interest thereon due under Section 2(b) of the Registration Rights Agreement, dated as of April 10, 2006, among the Company, the Holder and other purchasers of the Debentures (the “Registration Rights Agreement”) and shall not assert any claims against the Company for any such liquidated damages or interest. (iv) The Registration Rights Agreement is hereby terminated and shall have no further force or effect after the date hereof.

Covenants of the Company and the Holder. (a) The Company hereby covenants and agrees that that: (i) The Company shall cause a Special Meeting of the Shareholders of the Company to be held not later than June 15, 2009, for the purpose of approving the amendment to the Company’s Certificate of Incorporation annexed as Exhibit B hereto and shall use its best efforts to have such amendment approved by the shareholders of the Company at such Special Meeting. (ii) The Company shall cause the Board of Directors of the Company to approve the amendment to the Company’s Certificate of Incorporation annexed as Exhibit C hereto. (iii) Promptly following the approval of the amendments to the Company’s Certificate of Incorporation referred to in Sections 6(a)(i) and 6(b)(ii), the Company shall cause such amendments to be filed with the Secretary of State of New York. (iv) In connection with the issuance of the Exchange Securities and the New Class C Warrants, the Company shall reserve such number of shares of Common Stock as shall be necessary for issuance in connection with (A) the conversion of the Amended DebentureSeries A Preferred, (B) the payment of interest dividends payable with respect to the Amended DebentureSeries A Preferred, and (C) the exercise of the New Class B Warrants and the New Class C Warrants. (b) The Holder hereby covenants and agrees that: (i) The Holder hereby waives the right to receive payment of any accrued and unpaid interest, penalties or Late Fees under the Debenture and shall not assert any claims against the Company for any such interest, penalties or Late FeesFees unless Holder provides a Recession Notice to the Company. (ii) The Holder hereby waives Section 4.15 Equal Treatment of Purchase of the Securities Purchase Agreement, dated April 10, 2006 (the “Securities Purchase Agreement”)2006, and the Company shall have the right to enter into agreements with other holders of the Debentures that are different from this Agreement and to offer other holders of the Debentures other consideration to amend or consent to a waiver or modification of any provision of the Transaction Documents (as defined in the Securities Purchase Agreement). (iii) The Holder hereby waives the right to receive payment of liquidated damages and interest thereon due under Section 2(b) of the Registration Rights Agreement, dated as of April 10, 2006, among the Company, the Holder and other purchasers of the Debentures (the “Registration Rights Agreement”) and shall not assert any claims against the Company for any such liquidated damages or interestinterest unless Holder provides a Recession Notice to the Company. (iv) The Registration Rights Agreement is hereby terminated and shall have no further force or effect after the date hereof.