Common use of Delivery of the Shares at Closing Clause in Contracts

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003the third business day after the Subscription Date (or upon such earlier date as the Company and the Investors shall agree), at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 on the signature page hereto; provided, however, that any Investor subject to the Investment Company Act of 1940, as amended (the “Investment Act”), shall not be required to deliver the applicable purchase price prior to the physical delivery and review by Investor of the Stock Purchase Agreementcertificates representing the Shares purchased by such Investor, in compliance with the provisions of the Investment Act; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor (provided that no such waiver shall be deemed given unless in writing and executed by the Investor: ): (a) Investors shall have receipt by the Investor of a counter-signed copy of this Agreement executed Agreements for by the purchase of at least 2,045,453 Shares, Company; (b) receipt by the Investor of one or more stock certificates representing the number of Shares set forth on the signature page hereto; (c) receipt by the Investor of an opinion letter, dated as of the Closing Date, from Xxxxxx & Xxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Investor; (d) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company set forth herein to be fulfilled prior to the Closing; (e) on the Closing Date, no legal action, suit or proceeding shall be true and correct as of pending or threatened which seeks to restrain or prohibit the transactions contemplated by the Agreements; (f) the Company shall have delivered to the Investors its certificate, dated the Closing Date in all material respects (except for representations and warranties that speak as of a specific dateDate, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as duly executed by its Chief Executive Officer to the matters effect set forth in Section 4.2 and as to exemption from clause (d) above; (g) the registration requirements receipt by the Investors of a certificate, dated the Securities Act of 1933, as amended (the “Securities Act”)Closing Date, of the sale Secretary or Assistant Secretary of the SharesCompany certifying (i) the certificate of incorporation and bylaws of the Company as in effect on the Closing Date, (ii) all resolutions of the board of directors (and committees thereof) of the Company relating to the Agreements and the transactions contemplated thereby and (iii) the incumbency of all officers of the Company executing the Agreements and any other agreement or document contemplated thereby; and (h) a minimum investment at Closing of not less than $22,000,000.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on a date specified by the Company and the Placement Agent that is anticipated to be June 30, 2006 (the “Closing Date”) on January 24), 2003but which date shall not be later than July 7, at 2006 (the offices “Outside Date”), and of which the Company’s counselInvestors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire, in the name of a nominee designated by the Investor, together with the Warrant. In exchange for the delivery of the subscription agreements, the Investor shall deliver the Purchase Price directly to the Company by wire transfer of immediately available funds pursuant to written instructions. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion, dated the Closing Date, in form and content reasonably acceptable the Investors (the “Legal Opinion”). The Company’s obligation to issue and sell the Shares to the Investor and to deliver to the Investor the Warrant shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer an executed copy of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock this Securities Purchase Agreement; (b) completion of the purchases and sales of Shares under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; and (d) the Closing Date shall have occurred by January 27absence of any order, 2003writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed the completion of purchases and sales under the Agreements with the investors for the an aggregate purchase price of at least 2,045,453 Shares, not less than $10 million dollars ($10,000,000 and No/100); (b) the representations and warranties delivery of the Company set forth herein shall be true and correct as of Legal Opinion to the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and Investor by counsel to the Company; (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion accuracy of the Company’s counsel as to representations and warranties made by the matters set forth Company in Section 4.2 this Agreement on the Closing Date; (c) the execution and as to exemption from delivery by the registration requirements Company of the Securities Act Registration Rights Agreement; and (d) the absence of 1933any order, as amended (writ, injunction, judgment or decree that questions the “Securities Act”), validity of the sale Agreements or the right of the SharesCompany or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur (the “"Closing Date”") on January 24May 16, 20032001, at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 4,000,000 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel Company Counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), of the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur at a place and time, no later than August 22, 2003 (the “Closing Date”) on January 24), 2003to be specified by the Company and the Placement Agent, at and of which the offices of Investors will be notified in advance by the Company’s counselPlacement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor provided that, if requested by the Investor, stock certificates representing such Shares shall be delivered in escrow to such Investor’s agent prior to the Closing, to be held until the completion of the Closing. In addition, on or prior to the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion substantially in the form attached hereto as Exhibit D. The Company’s obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section paragraph 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other InvestorsInvestors of not less than shares of Common Stock; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the completion by the Company of the purchase and sale to the Investor and the Other Investors, on the Closing Date, of at least 2,045,453 Shares, not less than ( ) shares of Common Stock; (b) evidence satisfactory to the Investor that the Shares have been issued to the Investor (which may be in the form of a facsimile transmission of a copy of the certificate representing the Shares); (c) the delivery to the Investor by counsel to the Company of a legal opinion in the form attached hereto as Exhibit D; (d) the representations and warranties of the Company set forth herein shall be contained in Section 3 being true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the Closing Date in all material respects date of such Closing; (except for representations e) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and warranties that speak as thereby; and (f) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a specific date, which representations and warranties shall be true and correct as certificate stating that the condition specified in part (d) of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesthis paragraph has been fulfilled.

Delivery of the Shares at Closing. The completion of the purchase and sale --------------------------------- of the Shares (the “"Closing”") shall occur at Hanover Compressor Company, 00000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxxxx, XX 00000 on May 19, 2000. (the “"Closing Date”") on January 24, 2003, at the offices of the Company’s counsel. At the Closing, each Investor shall make payment for the Shares to the Company shall deliver or its order by wire transfer of immediately available funds to the Investor one or more stock account specified by the Company as set forth on the signature page hereto. Such payment shall be made upon delivery of certificates for the Shares to the respective accounts of the Investors representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy accuracy, in all material respects, of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more accuracy in all material respects of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company set forth herein shall to be true and correct as fulfilled prior to the Closing. The Investor's obligations are expressly not conditioned on the purchase by any or all of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion other Investors of the Company’s counsel as Shares that they have agreed to the matters set forth in Section 4.2 and as to exemption purchase from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesCompany.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003the third business day after the Subscription Date (or upon such earlier date as the Company and the Investors shall agree), at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for receipt by the purchase Investor of at least 2,045,453 Shares, one or more stock certificates representing the number of Shares set forth on the signature page hereto; (b) receipt by the Investor of an opinion letter, dated as of the Closing Date, from Hxxxx & Hxxxxxx LLP, counsel to the Company; (c) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing; (d) on the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by the Agreements; and (e) the Company shall have delivered to the Investors its certificate, dated the Closing Date, duly executed by its Chief Executive Officer to the effect set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and clause (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesabove.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur at a place and time (the “"Closing Date”") on January 24, 2003, at the offices of to be specified by the Company’s counsel, not later than 90 days after the date the Registration Statement (as hereinafter defined) is filed with the United States Securities and Exchange Commission (the "SEC") and of which each Investor will be notified with at least three days' notice in advance by the Company. At the Closing, which should occur immediately prior to the Registration Statement becoming effective, the Company shall deliver to the each Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreementon SCHEDULE I hereto with respect to such Investor, each such certificate to be registered in the name of the such Investor or, if so indicated on the signature page of the Stock Purchase AgreementSCHEDULE I hereto, in the name of a nominee designated by the such Investor. The Company’s 's obligation to issue the Shares to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreementby such Investor; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by such Investor as of the Investors date hereof and the date of the Closing and the fulfillment of those undertakings of the Investors such Investor to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Each Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the such Investor: (a) Investors the Company shall have executed Agreements (i) filed with the SEC a registration statement (the "Registration Statement") within twenty (20) business days after the date hereof, (ii) received an indication from the SEC that it has no further comments with respect to the Registration Statement, and (iii) submitted an acceleration request providing for the purchase Registration Statement to be declared effective (and received confirmation from the SEC that such acceleration shall be issued pursuant thereto) at a time immediately following the Closing and on or prior to the 90th day after the date of at least 2,045,453 Shares, its filing (b) the accuracy of the representations and warranties of the Company set forth herein shall be true and correct as of the date hereof and on the date of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor Investors shall have received such documents as such Investor shall reasonably have requested, including, a standard an opinion of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel for the Company’s counsel as , substantially in the form of EXHIBIT A hereto. The Investors' obligations hereunder shall terminate, without prejudice to their rights to claim damages, in the event that the Closing does not occur on or before the 90th day after filing of the Registration Statement (except to the matters set forth extent such 90 day period is extended in Section 4.2 and accordance with the terms hereof or as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”parties may otherwise mutually agree.), of the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur (the “"Closing Date”") on January 24July __, 20032000 (the "Closing Date"), at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 800,000 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor and the Placement Agent shall have received such documents as such Investor shall reasonably have requested, including, a standard including an opinion of the Company’s counsel Company Counsel as to the matters set forth in Section 4.2 and as 4.2, with respect to Rule 10b-5 under the Securities Exchange Act of 1934, the exemption from the registration requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), of the sale of the SharesShares and such other matters in a form reasonably satisfactory to the Placement Agent and counsel to the Placement Agent, which opinion shall also state that each of the Purchasers may rely thereon as though such opinion was addressed directly to such Investors.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur at a place and time, no later than Friday, April 5, 2002, (the “Closing Date”"CLOSING DATE") on January 24to be specified by the Company and the Placement Agent, 2003, at and of which the offices of Investors will be notified in advance by the Company’s counselPlacement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor provided that, if requested by the Investor, stock certificates representing such Shares shall be delivered in escrow to such Investor's agent prior to the Closing, to be held until the completion of the Closing. In addition, on or prior to the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion in the form attached hereto as Exhibit D. The Company’s 's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase AgreementSignature Page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase Company's agreement to issue and sell, and the Investors' agreement to purchase, on the Closing Date, not less than 1,282,214 shares of at least 2,045,453 Shares, Common Stock; (b) the delivery to the Investor by counsel to the Company of a legal opinion in the form attached hereto as Exhibit D; (c) the representations and warranties of the Company set forth herein shall be contained in Section 3 being true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the Closing Date in all material respects date of such Closing; (except for representations d) The absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such agreements or to consummate the transactions contemplated hereby and warranties that speak as thereby; and (e) the delivery to the Investor by the Secretary or and Assistant Secretary of the Company of a specific date, which representations and warranties shall be true and correct as of such date) and certificate stating that the condition specified in part (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesthis paragraph has been fulfilled.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur (the “"Closing Date”") on January 24________ __, 20032000, at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 _______ Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel Company Counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, of the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares Units (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counselcounsel upon receipt of cleared funds and fully executed documents for the purchase of the Units on each date set by the Company, provided that a closing shall occur no later than March 31, 2007, which date may be extended by the Company at the sole discretion of the Company for a period of thirty (30) days. At the Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock as set forth in Section 3 of the Stock Signature Page to the Securities Purchase Agreement, each such certificate certificate, certificates or warrant to be registered in the name of the Investor orInvestor, if so indicated on the signature page as set forth in Section 3 of the Stock Signature Page to the Securities Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares and Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares Units being purchased hereunder as set forth in Section 3 of Signature Page to the Stock Securities Purchase Agreement; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares Units shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c2) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth requested in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesconnection with its due diligence.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on ______, ___ at ___ a.m. (Eastern Time) or at such later date and time as the parties hereto may agree upon (such date and time of payment being herein called the “Closing DateTime”) on January 24, 2003), at the offices of the CompanyPlacement Agent’s counsel. At the Closing, the Company Fund shall deliver to the Investor one or more stock certificates representing each Investor, using customary book-entry procedures, the number of Shares set forth on Schedule I to this Agreement, and each Investor shall deliver to the Fund or as otherwise directed by the Placement Agent a certified or official bank check or wire transfer of funds in Section 3 the full amount of the Stock Purchase Agreement, each aggregate purchase price for the Shares being purchased hereunder as set forth opposite such certificate Investor’s name on Schedule I hereto to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee bank account designated by the InvestorFund. The CompanyFund’s obligation to issue and sell the Shares to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the CompanyFund: (a) receipt by the Company Fund of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreementpurchased; (b) completion of the purchases and sales of Shares under the Agreements that may be executed with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors each Investor and the fulfillment of those undertakings of the Investors each Investor to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Each Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by condition that the Investor: Placement Agent shall not have (a) Investors shall have executed Agreements for terminated the purchase Placement Agency Agreement dated as of at least 2,045,453 Shares______, ___, between the Fund, the Adviser and the Placement Agent (the “Placement Agency Agreement”) pursuant to the terms thereof or (b) determined that the representations and warranties of conditions to closing in the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall Placement Agency Agreement have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesnot been satisfied.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur on December 4, 2003 (the “"Closing Date”) on January 24, 2003"), at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor each Investor, versus payment therefor, one or more stock certificates representing the number of Shares set forth opposite such Investor's name in Section 3 Annex I of the Stock Purchase Agreement, each such certificate to be registered in the name of the such Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Shares shall bear an appropriate restrictive legend as required by applicable securities laws. The Company’s 's obligation to issue the Shares to the Investor Investors shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Each Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the such Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (cb) the Investor shall have received such documents as such Investor shall reasonably have requested, including, including compliance and Secretary's certificates and a standard opinion of the Company’s Company counsel as to the matters set forth in the first clause of Section 4.1, in Sections 4.2 and 4.3 hereof and, subject to the accuracy of the information and the representations and warranties required to be provided by each Investor, as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), of the sale of the Shares.

Delivery of the Shares at Closing. The It is expected that the completion of the purchase and sale of the Shares (the “"Closing”") shall occur on or about August 22, 2005 (the “"Closing Date”) on January 24, 2003"), at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares Shares, in each case as is set forth in Section 3 of the Stock Securities Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Securities Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Securities Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) in all material respects and the fulfillment in all material respects of those undertakings of the Company in this Agreement to be fulfilled on or prior to the Closing Date and (cb) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s 's counsel including as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), of the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur at a place and time, no later than Wednesday, February 7, 2001, (the “"Closing Date”") on January 24to be specified by the Company and the Placement Agent, 2003, at and of which the offices of Investors will be notified in advance by the Company’s counselPlacement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor provided that, if requested by the Investor, stock certificates representing such Shares shall be delivered in escrow to such Investor's agent prior to the Closing, to be held until the completion of the Closing. In addition, on or prior to the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion in the form attached hereto as Exhibit D. The Company’s 's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase AgreementSignature Page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for The Company's agreement to issue and sell, and the purchase Investors' agreement to purchase, on the Closing Date, not less than one million (1,000,000) shares of at least 2,045,453 Shares, Common Stock; (b) the delivery to the Investor by counsel to the Company of a legal opinion in the form attached hereto as Exhibit D; (c) The representations and warranties of the Company set forth herein shall be contained in Section 3 being true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the Closing Date in all material respects date of such Closing; (except for representations d) The absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such agreements or to consummate the transactions contemplated hereby and warranties that speak as thereby; and (e) the delivery to the Investor by the Secretary or and Assistant Secretary of the Company of a specific date, which representations and warranties shall be true and correct as of such date) and certificate stating that the condition specified in part (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesthis paragraph has been fulfilled.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur (the “Closing Date”) on January 24Thursday, 2003February 10, 2000 or, at the offices Company's discretion, on such other date within ten (10) days thereafter at a place and time (the "Closing Date") to be specified by the Company and the Placement Agent, and of which the Company’s counselInvestors will be notified in advance by the Placement Agent. At the Closing, (i) the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the InvestorInvestor and (ii) the Investor shall deliver immediately available funds in the amount of the aggregate purchase price for the Shares by wire transfer to an account designated by the Placement Agent. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase AgreementSignature Page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements each for the purchase of Shares in the amount of at least 2,045,453 Shares, $10,000,000; and (b) the representations and warranties satisfaction of all of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters conditions set forth in Section 4.2 the Engagement Letter between the Company and as the Placement Agent. Subject to exemption clause (a) above, the Investor's obligations are expressly not conditioned on the purchase by any or all of the other Investors of the Shares that they have agreed to purchase from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesCompany.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares Units (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company upon receipt of cleared funds and fully executed documents for the purchase of the Units on each date set by the Company’s counsel, provided that a closing shall occur no later than August 31, 2010, which date may be extended by mutual agreement of both parties. At the Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock as set forth in Section 3 of the Stock Signature Page to the Securities Purchase Agreement, each such certificate certificate, certificates or warrant to be registered in the name of the Investor orInvestor, if so indicated on the signature page as set forth in Section 3 of the Stock Signature Page to the Securities Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares and Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares Units being purchased hereunder as set forth in Section 3 of Signature Page to the Stock Securities Purchase Agreement; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor and the fulfillment of those undertakings of the Investors Investor to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares Units shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c2) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth requested in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesconnection with its due diligence.

Delivery of the Shares at Closing. The It is expected that the completion of the purchase and sale of the Shares (the “Closing”) shall occur electronically on or about July 11, 2008 (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counsel). At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares Shares, in each case as is set forth in Section 3 of the Stock Securities Purchase Agreement, each such certificate to be registered in . The Company shall not proceed with the name sale of Shares hereunder unless it (a) has received the approval of the Investor or, if so indicated on requisite number of Company shareholders for the signature page offer and sale of the Stock Purchase Agreement, Shares under ASX Listing Rule 7.1; and (b) all other requirements of the ASX Listing Rules have been satisfied in relation to the name of a nominee designated by the Investoroffering. The Company’s obligation to issue the Shares to the Investor shall be subject to the following additional conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Securities Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) in all material respects and the fulfillment in all material respects of those undertakings of the Company in this Agreement to be fulfilled on or prior to the Closing Date and (cb) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of requested in connection with the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesOffering.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur on September 29, 1997 (the “"Closing Date”) on January 24, 2003, at the offices of the Company’s counsel"). At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase AgreementShares, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue close the Shares to the Investor transaction shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase AgreementShares; (b) completion the accuracy of the purchases representations and sales under warranties made by the Agreements with Investor and the Other Investorsfulfillment of those undertakings of the Investor to be fulfilled prior to the Closing, and (c) the Investor's execution and delivery to the Company of that certain Amendment to Joint Development Agreement between the Company and the Investor dated as of the Closing Date (the "Amendment to Joint Development Agreement") substantially in the form of Exhibit A hereto. The Investor's obligation to close the transaction shall be subject to: (a) the receipt of the Shares; (b) receipt of a certificate of the Company's Chief Financial Officer or any Vice President as to the determination of the Price Per Share and the Purchase Price; (c) the accuracy of the representations and warranties made by the Investors Company and the fulfillment of those undertakings of the Investors Company to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject Company's execution and delivery to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties Investor of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as Amendment to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesJoint Development Agreement.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”"CLOSING") shall occur on a date specified by the Company and the Placement Agent (the “Closing Date”) on January 24"CLOSING DATE"), 2003which date shall not be later than Monday, at June 28, 2004 (the offices "OUTSIDE DATE"), and of which the Company’s counselInvestors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor. In exchange for the delivery of the stock certificates representing such Shares, the Investor shall deliver the Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company's written instructions. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit D (the "LEGAL OPINION"). The Company’s 's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer an executed copy of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase this Agreement; (b) completion of the purchases and sales of Shares under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; and (d) the Closing Date shall have occurred by January 27absence of any order, 2003. The Investor’s obligation to purchase writ, injunction, judgment or decree that questions the Shares shall be subject to validity of the following conditions, any one Agreements or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties right of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) or the Investor shall have received to enter into such documents as such Investor shall reasonably have requested, including, a standard opinion of Agreements or to consummate the Company’s counsel as to the matters set forth in Section 4.2 transactions contemplated hereby and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesthereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on a delivery versus payment basis on a date specified by the Company and the Placement Agent (the “Closing Date”) on January 24), 2003which date shall not be later than February 4, 2004 (the “Outside Date”), and of which the Investors will be notified in writing at least 24 hours in advance by the offices of the Company’s counselPlacement Agent. At the Closing, the Company shall deliver to the Investor a confirmation from the Company or its transfer agent that the trustee agent has issued one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor and placed it with an overnight delivery service. At the Investor’s request, prior to the Investor’s payment of the Purchase Price, the Company will deliver via facsimile a copy of the certificates to be delivered to the office of the Investor (at the fax number indicated on the signature page to the Agreement). In exchange for the delivery of the stock certificates representing such Shares, the Investor shall deliver the Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company’s written instructions. Prior to when payment of the Purchase Price by the Investor is due, all closing conditions set forth in the third paragraph of this Section 2 of this Annex I shall have been satisfied or waived by the Investor, including, without limitation, the delivery on the Closing Date to the Investor of a legal opinion of counsel to the Company, dated the Closing Date, substantially in the form attached hereto as Exhibit D (the “Legal Opinion”), and the certificate of the Company specified in subsection (h) of the third paragraph of Section 2 of this Annex I. The Company’s obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer an executed copy of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase this Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on December 20, 2011 at 10:00 a.m. (eastern time) or at such later date and time as the parties hereto may agree upon (such date and time of payment being herein called the “Closing DateTime”) on January 24, 2003), at the offices of the CompanyPlacement Agent’s counsel. At the Closing, (i) the Company shall cause its transfer agent to deliver to the each Investor one or more stock certificates representing the number of Shares as is set forth in Section 3 opposite such Investor’s name on Schedule I of the Stock Purchase Agreement, each this Agreement (such certificate to Shares shall be registered in the name of such Investor or as otherwise set forth on Schedule I of this Agreement) and (ii) each Investor shall pay its respective aggregate purchase price to the Company for the Shares to be issued and sold to such Investor or, if so indicated at the Closing. The Shares shall not bear any restrictive or other legends (electronic or otherwise). If an Investor chooses to settle via Deposit/Withdrawal At Custodian (“DWAC”) (by checking the appropriate space on the such Investor’s signature page of hereto), then as between the Stock Purchase AgreementCompany and such Investor, the provisions set forth in Exhibit A hereto shall be incorporated herein by reference as if set forth fully herein. If an Investor chooses to settle delivery versus payment (“DVP”) (by checking the name of a nominee designated appropriate space on such Investor’s signature page hereto), then as between the Company and such Investor, the provisions set forth in Exhibit B hereto shall be incorporated herein by the Investorreference as set forth fully herein. The Company’s obligation to issue and sell the Shares to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreementpurchased; (b) completion of the purchases and sales of Shares under the Agreements that may be executed with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors each Investor and the fulfillment of those undertakings of the Investors each Investor to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Each Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investorto: (ai) Investors shall have executed Agreements for the purchase accuracy of at least 2,045,453 Shares, (b) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company set forth herein shall to be true and correct as of fulfilled prior to the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requestedClosing, including, a standard opinion without limitation, those contained in this Agreement and the Placement Agency Agreement; (ii) the sale by the Company of 1,377,000 Shares at the same price per share pursuant to the Agreements; (iii) the purchase of such Shares shall not cause such Investor, together with any person whose Company securities would be aggregated with such Investor’s Company securities for purposes of bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which would represent more than 9.9% of the Company’s counsel as voting securities of the Company outstanding at such time; and (iv) the condition that the Placement Agent shall not have (a) terminated the Placement Agency Agreement pursuant to the matters set forth terms thereof or (b) determined that the conditions to closing in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesPlacement Agency Agreement have not been satisfied without waiver thereof.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on April [8], 2005 (the “Closing Date”) on January 24, 2003), at the offices of the Company’s Placement Agents’ counsel. At the Closing, the Company shall deliver to each Investor, using customary book-entry procedures unless an Investor specifically requests physical delivery of certificate(s), in which case, the Investor one or more Company shall deliver physical stock certificates representing certificate(s), the number of Shares set forth on Schedule I to this Agreement, and each Investor shall deliver to the Company or as otherwise directed by the Placement Agents a certified or official bank check or wire transfer of funds in Section 3 the full amount of the Stock Purchase Agreementpurchase price for the Shares being purchased hereunder, each as set forth opposite such certificate Investor’s name on Schedule I hereto, to be registered in the name of Xxxxxx Xxxxxx LLP (the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor“Escrow Agent”) client trust account. The Company’s obligation to issue and sell the Shares to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company Escrow Agent of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreementpurchased; (b) completion of the purchases and sales of Shares under the Agreements that may be executed with the Other InvestorsInvestors (provided that all parties acknowledge that there are no minimum purchase amounts as a pre-condition to the effectiveness of this Agreement); and (c) the accuracy of the representations and warranties made by the Investors each Investor and the fulfillment of those undertakings of the Investors each Investor to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Each Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by condition that the Investor: Placement Agents shall not have (a) Investors shall have executed Agreements for terminated the purchase of at least 2,045,453 SharesPlacement Agency Agreement dated April 5, 2005, between the Company and the Placement Agents (the “Placement Agency Agreement”) pursuant to the terms thereof or (b) determined that the representations and warranties of conditions to closing in the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall Placement Agency Agreement have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesnot been satisfied.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company upon receipt of cleared funds and fully executed documents for the purchase of the Shares on each date set by the Company’s counsel, provided that a closing shall occur no later than July 26, 2012, which date may be extended by mutual agreement of both parties. At the Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares as set forth in Section 3 of the Stock Signature Page to the Securities Purchase Agreement, each such certificate or certificates to be registered in the name of the Investor orInvestor, if so indicated on the signature page as set forth in Section 3 of the Stock Signature Page to the Securities Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of Signature Page to the Stock Securities Purchase Agreement; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor and the fulfillment of those undertakings of the Investors Investor to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c2) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth requested in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesconnection with its due diligence.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur at a place and time, no later than March 31, 2004 (the “Closing Date”) on January 24), 2003to be specified by the Company and the Investor. By mutual agreement, at the offices Closing can be conducted by phone, fax, and e-mail, with delivery of the Company’s counselstock certificates within five business days thereafter. At the Closing, the Company shall agree to deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementSecurities Certificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor. In addition, on or prior to the Closing Date, the Company shall cause counsel to the Company to deliver to the Investor a legal opinion in the form attached hereto as Exhibit D. The Company’s obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor being true and correct in all material respects on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing and the fulfillment of those undertakings of the Investors Investor to be fulfilled on or prior to the Closing; (c) the sale and issuance of the Shares by the Company to the Investor shall not require approval by the stockholders of the Company under the Marketplace Rules of the Nasdaq Stock Market or Delaware General Corporation Law; and (d) the Closing Date shall have occurred by January 27absence of any order, 2003writ, injunction, judgment or decree that questions the validity of the Agreement or the right of the Company to enter into the Agreement or to consummate the transactions contemplated hereby and thereby. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase delivery to the Investor by counsel to the Company of at least 2,045,453 Shares, a legal opinion in the form attached hereto as Exhibit D; (b) the representations and warranties of the Company set forth herein shall be contained in Section 3 being true and correct as of the Closing Date in all material respects (except for on and as of such Closing with the same effect as though such representations and warranties that speak had been made on and as of a specific date, which representations and warranties shall be true and correct as the date of such date) and Closing; (c) the Investor shall have received such documents as such Investor shall reasonably have requestedabsence of any order, includingwrit, a standard opinion injunction, judgment or decree that questions the validity of the Company’s counsel as Agreement or the right of the Company to enter into such Agreement or to consummate the transactions contemplated hereby and thereby; and (d) the delivery to the matters set forth in Section 4.2 and as to exemption from Investor by the registration requirements Secretary or Assistant Secretary of the Securities Act Company of 1933, as amended a certificate stating that the condition specified in part (the “Securities Act”), b) of the sale of the Sharesthis paragraph has been fulfilled.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”"CLOSING") shall occur at a place and time, no later than February 16, 2001 (the “Closing Date”) on January 24"CLOSING DATE"), 2003to be specified by the Company and the Placement Agent, at and of which the offices of Investors will be notified in advance by the Company’s counselPlacement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor provided that, if requested by the Investor, stock certificates representing such Shares shall be delivered in escrow to such Investor's agent prior to the Closing, to be held until the completion of the Closing. In addition, on or prior to the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion in the form attached hereto as Exhibit D. The Company’s 's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase AgreementSignature Page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase Company's agreement to issue and sell, and the Investors' agreement to purchase, on the Closing Date, not less than ___________ (_________) shares of at least 2,045,453 Shares, Common Stock; (b) the representations and warranties of delivery to the Investor by counsel to the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard legal opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.in

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares and Warrants (the “Closing”) shall occur on a date specified by the Company and the Placement Agent (the “Closing Date”) on January 24), 2003which date shall not be later than July [__], at 2007 (the offices “Outside Date”), and of which the Company’s counselInvestors will be notified in advance by a Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Securities Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor, along with a Warrant registered in the same name. In exchange for the delivery of the stock certificates representing such Shares and the Warrant , the Investor shall deliver the Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company’s written instructions. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors and the Placement Agents a legal opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit D (the “Legal Opinion”). The Company’s obligation to issue and sell the Shares and Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer copy of funds in this Agreement executed by the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase AgreementInvestor; (b) completion of the purchases and sales of Shares and Warrants under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; and (d) the Closing Date shall have occurred by January 27absence of any order, 2003. The Investor’s obligation to purchase writ, injunction, judgment or decree that questions the Shares shall be subject to validity of the following conditions, any one Agreements or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties right of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) or the Investor shall have received to enter into such documents as such Investor shall reasonably have requested, including, a standard opinion of Agreements or to consummate the Company’s counsel as to the matters set forth in Section 4.2 transactions contemplated hereby and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesthereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”"CLOSING") shall occur at a place and time, no later than March 26, 2001 (the “Closing Date”) on January 24"CLOSING DATE"), 2003to be specified by the Company and the Placement Agent, at and of which the offices of Investors will be notified in advance by the Company’s counselPlacement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor provided that, if requested by the Investor, stock certificates representing such Shares shall be delivered in escrow to such Investor's agent prior to the Closing, to be held until the completion of the Closing. In addition, on or prior to the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion in the form attached hereto as Exhibit D. The Company’s 's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase AgreementSignature Page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase Company's agreement to issue and sell, and the Investors' agreement to purchase, on the Closing Date, not less than one million (1,000,000) shares of at least 2,045,453 Shares, Common Stock; (b) the delivery to the Investor by counsel to the Company of a legal opinion in the form attached hereto as Exhibit D; (c) the representations and warranties of the Company set forth herein shall be contained in Section 3 being true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the Closing Date in all material respects date of such Closing; (except for representations d) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and warranties that speak as thereby; and (e) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a specific date, which representations and warranties shall be true and correct as of such date) and certificate stating that the condition specified in part (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesthis paragraph has been fulfilled.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur at a place and time (the “"Closing Date”") on January 24to be specified by the Company and the Placement Agent, 2003, at and of which the offices of Investors will be notified in advance by the Company’s counselPlacement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements each for the purchase of Shares in the amount of at least 2,045,453 Shares, $1,000,000; and (b) the representations and warranties satisfaction of all of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters conditions set forth in Section 4.2 6 of the Placement Agency Agreement between the Company and as the Placement Agent. Subject to exemption clause (a) above, the Investor's obligations are expressly not conditioned on the purchase by any or all of the other Investors of the Shares that they have agreed to purchase from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesCompany.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counselcounsel upon receipt of cleared funds and fully executed documents for the purchase of the Shares on each date set by the Company, provided that a final closing shall occur no later than August 1, 2003 (“the “Final Closing Date”). At the Within three (3) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (cb) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel Company Counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur (the “"Closing Date”") on January 24________ __, 20032000, at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue and sell, and the Current Stockholder's obligation to sell, the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the CompanyCompany on behalf of itself and the Current Stockholder: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 1,000,000 Shares, (b) the representations and warranties of the Company and the Current Stockholder set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such closing documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel Company Counsel as to the matters set forth in Section 4.2 4A.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), of the sale of the SharesShares and a standard opinion of Current Stockholder's counsel as to the matters set forth in Sections 4B.2.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur at 10:00 a.m. on Thursday, March 9, 2000 (the “"Closing Date”Time") on January 24, 2003, at the offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, 000 Xxxx Xxxxxx, Xxxxxx, XX 02110 (such date, the Company’s counsel"Closing Date"). At the Closing, the Company shall deliver to the each Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreementon SCHEDULE I hereto with respect to such Investor, each such certificate to be registered in the name of the such Investor or, if so indicated on the signature page of the Stock Purchase AgreementSCHEDULE I hereto, in the name of a nominee designated by the such Investor. The Company’s 's obligation to issue the Shares to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of by such Investor at or prior to the Stock Purchase AgreementClosing Time; (b) completion of the purchases purchase and sales sale under this Agreement for an aggregate of at least 2,000,000 Shares to Investors at the Agreements with Share Price hereunder; PROVIDED THAT all such funds being paid as consideration for such 2,000,000 Shares at the Other Investors; Share Price shall have been received by the Company (and each such Investor thereto has executed and delivered this Agreement to the Company) at or prior to the Closing Time and (c) the accuracy of the representations and warranties made by such Investor as of the Investors date hereof and the Closing Date and the fulfillment of those undertakings of the Investors such Investor to be fulfilled prior to the Closing; and (d) . For the avoidance of doubt, in the event an Investor has executed this Agreement but not paid the Company all of consideration to purchase such Shares by the Closing Date Time, such Investor shall have occurred by January 27, 2003be excluded from the Closing and such Investor's right to purchase the Shares shall terminate as of such Closing Time. The Each Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the such Investor: (a) Investors shall have executed Agreements for the purchase accuracy of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the date hereof and on the date of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (cb) the Investor Investors shall have received such documents as such Investor shall reasonably have requested(or an agent on their behalf, includingit being understood that Paramount Capital Inc., a standard is acceptable) an opinion of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel for the Company’s counsel as to , substantially in the matters set forth in Section 4.2 and as to exemption from the registration requirements form of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesEXHIBIT A hereto.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares and Warrants (the “Closing”) shall occur on a date specified by the Company and the Placement Agent that is anticipated to be June 22, 2007 (the “Closing Date”) on January 24), 2003but which date shall not be later than June 22, at 2007 (the offices “Outside Date”), and of which the Company’s counselInvestors will be notified in writing in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Securities Purchase Agreement and Warrants pursuant to which the Investor shall have the right to acquire the number of Warrant Shares set forth in paragraph 3 of the Securities Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire, in the name of a nominee designated by the Investor, together with the Warrants. In exchange for the delivery of the foregoing documents, the Investor shall deliver the Purchase Price directly to the Company by wire transfer of immediately available funds pursuant to written instructions. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion, dated the Closing Date, in the form attached hereto as Exhibit C (the “Legal Opinion”). The Company’s obligation hereunder to issue the and sell Shares to the Investor and to deliver to the Investor the Warrants shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount an executed copy of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Securities Purchase Agreement; (b) completion of the purchases and sales of Shares and Warrants under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this {33164\10\DT263044.DOC;1} 5957/75415-001 Current/9789467v4 Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; and (d) the Closing Date shall have occurred by January 27Company is satisfied that the issuance of the Securities will not be in violation of applicable Nasdaq listing qualification rules; and (e) the absence of any order, 2003writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby. The Investor’s obligation to purchase the Shares and Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase delivery of at least 2,045,453 Shares, the Legal Opinion to the Investor by counsel to the Company; (b) the accuracy of the representations and warranties of made by the Company set forth herein shall be true and correct as of in this Agreement on the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and Date; (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion execution and delivery by the Company of the Company’s counsel as to Registration Rights Agreement; and (d) the matters set forth in Section 4.2 and as to exemption from absence of any order, writ, injunction, judgment or decree that questions the registration requirements validity of the Securities Act of 1933, as amended (Agreements or the “Securities Act”), right of the sale of Company or the SharesInvestor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares Securities (the “Closing”) shall occur (the “Closing Date”) on January 24or before September 18, 2003, at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor Investor, versus payment therefor, one or more stock certificates representing the number of Shares and a Five Year Warrant, Six Month Warrant and One Year Warrant to purchase the number of shares of Common Stock set forth in Section 3 of the Stock Securities Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Securities Purchase Agreement, in the name of a nominee designated by the Investor; provided that delivery of such certificates within two business days after the Closing shall not be deemed to be a breach by the Company of this Securities Purchase Agreement. The Company’s obligation to issue the Shares and Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares Securities being purchased hereunder as set forth in Section 3 of the Stock Securities Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares and Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (cb) the Investor shall have received such documents as such Investor shall reasonably have requested, including, compliance and Secretary’s certificates and a standard opinion of the Company’s Company counsel as to the matters set forth in Section 4.2 hereof and, subject to the accuracy of the information and the representations and warranties required to be provided by each Investor, as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesSecurities.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur at a place and time (the “"Closing Date”") on January 24to be specified by the Company and the Placement Agent, 2003, at not later than 90 days after the offices date the Registration Statement (as hereinafter defined) is filed with the Securities and Exchange Commission (the "SEC") and of which the Company’s counselInvestors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreementhereunder; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 2,000,000 Shares, ; (b) the representations Company shall have (i) filed a registration statement (the "Registration Statement") within five (5) business days after the Subscription Date, (ii) received an indication from the SEC that it has no further comments with respect to the Registration Statement, and warranties of (iii) submitted an acceleration request providing for the Company set forth herein shall Registration Statement to be true and correct as of declared effective at a time immediately following the Closing Date in all material respects (except for representations and warranties that speak as on or prior to the 90th day after the date of a specific date, which representations and warranties shall be true and correct as of such date) its filing; and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion satisfaction of all of the Company’s counsel as to the matters conditions set forth in Section 4.2 6(b) of the Placement Agency Agreement dated as of ________, 1998 between the Company and as the Placement Agent. The Investor's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Investors of the Shares that they have agreed to exemption purchase from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesCompany.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”"CLOSING") shall occur on a date specified by the Company and the Placement Agent (the “Closing Date”) on January 24"CLOSING DATE"), 2003which date shall not be later than August 12, at 2003 (the offices "OUTSIDE DATE"), and of which the Company’s counselInvestors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor. In exchange for the delivery of the stock certificates representing such Shares, the Investor shall deliver the Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company's written instructions. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit D (the "LEGAL OPINION"). The Company’s 's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer an executed copy of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase this Agreement; (b) completion of the purchases and sales of Shares under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; and (d) the Closing Date shall have occurred by January 27absence of any order, 2003. The Investor’s obligation to purchase writ, injunction, judgment or decree that questions the Shares shall be subject to validity of the following conditions, any one Agreements or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties right of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) or the Investor shall have received to enter into such documents as such Investor shall reasonably have requested, including, a standard opinion of Agreements or to consummate the Company’s counsel as to the matters set forth in Section 4.2 transactions contemplated hereby and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesthereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares and the Warrants (the “"Closing”") shall occur on the fifth business day after the date of this Agreement or such earlier date as is mutually agreed upon by the Company and the Investors (the “"Closing Date”) on January 24"). At the Closing, 2003, at the offices Investor shall deliver immediately available funds in the amount of the aggregate purchase price for the Shares by wire transfer to an account designated by the Company’s counsel. At As soon as reasonably practicable after the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 on the Signature Page hereto and one or more Warrants to purchase the number of shares of Common Stock set forth on the Stock Purchase AgreementSignature Page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate and Warrant Questionnaire attached hereto as EXHIBIT B, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares and the Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares and Warrants being purchased hereunder as set forth in Section 3 of on the Stock Purchase AgreementSignature Page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares and the Warrants shall be subject to the following conditionscondition, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 SharesShares and Warrants with minimum aggregate net proceeds to the Company of $10,000,000.00. Subject to the foregoing sentence, (b) the representations and warranties Investor's obligations are 3. expressly not conditioned on the purchase by any or all of the Company set forth herein shall be true and correct as Other Investors of the Closing Date in all material respects (except for representations and warranties Shares that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall they have received such documents as such Investor shall reasonably have requested, including, a standard opinion of agreed to purchase from the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur at the offices of Holme Rxxxxxx & Oxxx LLP, 1000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, at 10:00 o’clock A.M. E.S.T. on February 18, 2005 (the “Closing Date”), but in no event earlier than such date and time as American Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”) on January 24, 2003, at the offices shall have received all of the executed Stock Purchase Agreements. The executed Stock Purchase Agreements and the purchase price transferred by the Investor (jointly the “Escrowed Property”) will be held by the Escrow Agent until the Closing is confirmed by the Company and Placement Agent, under the terms and conditions set forth in the Escrow Agreement to be entered into on the Closing Date by and among the Company’s counsel, the Placement Agent and the Escrow Agent substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”). If the Closing does not occur, the funds will be returned to the Investor. All wires should be sent to the Escrow Agent, JX Xxxxxx Chase, 50 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, ABA# 021 000 021, Account #323 213251, Attention: Hxxxx Xxxxxxxx. At the Closing, upon written instruction of the Company and the Placement Agent, the Escrow Agent shall release the Escrowed Property (in accordance with the provisions of the Escrow Agreement) to the Company and the Company shall deliver arrange delivery to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase AgreementSignature Page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor. Such stock certificates shall be unlegended and free of any resale restrictions. The Company’s obligation to issue the Shares to the Investor Investors shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreementon Exhibit A hereto; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Each Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors trading in the Common Stock shall not have executed Agreements been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the purchase of at least 2,045,453 SharesCompany, which suspension shall be terminated prior to the Closing Date); (b) no stop order suspending the representations and warranties effectively of the Company set forth herein Registration Statement shall be true have been issued and correct as of no proceedings for that purpose shall have been initiated or threatened by the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) Commission; and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, receipt of a standard satisfactory legal opinion of from the Company’s legal counsel as pursuant to Section 2.5 of this Agreement. The Investor’s obligations are expressly not conditioned on the matters set forth in Section 4.2 and as to exemption from the registration requirements purchase by any or all of the Securities Act of 1933other Investors, as amended (the “Securities Act”)if any, of the sale of Shares that they have agreed to purchase from the SharesCompany.

Delivery of the Shares at Closing. Delivery of Funds and Shares into Escrow; Release of $16,319. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on a date specified by the Company (the “Closing Date”) on January 24), 2003, at which date shall be subsequent and subject to the offices completion and effectiveness of the Company’s counselReverse Split as defined below, and shall not be later than May 19, 2011 (the “Outside Date”). At the Closing, the Company shall deliver cause to be delivered to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 paragraph 2 of the Stock Securities Purchase Agreement, each such certificate to be registered in the name of the Investor orInvestor, if so indicated on which certificates will be held by the signature page Escrow Agent as per the terms of this Section 2. In exchange for the delivery of the Stock stock certificates representing such Shares, the Investor shall cause to be delivered to the Company the Purchase AgreementPrice that will be held by the Escrow Agent as per the terms of this Section 2. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investor a legal opinion, dated the Closing Date, substantially in the name of a nominee designated by form attached hereto as Exhibit A (the Investor“Legal Opinion”). The Company’s obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer copy of funds in this Agreement executed by the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase AgreementInvestor; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; and (dc) the Closing Date shall have occurred by January 27absence of any order, 2003. The Investor’s obligation to purchase writ, injunction, judgment or decree that questions the Shares shall be subject to validity of the following conditions, any one Agreements or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties right of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) or the Investor shall have received to enter into such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as Agreements or to the matters set forth in Section 4.2 consummatethe transactions contemplated hereby and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesthereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on December 12, 2006 (the “Closing Date”) on January 24, 2003), at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the each Investor one or more stock certificates representing the number of Shares as is set forth in Section 3 of the Stock Securities Purchase Agreement, each such certificate to be registered in the name of the such Investor or, if so indicated on the signature page of the Stock Securities Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be are subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Securities Purchase Agreement; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Each Investor’s obligation to purchase the Shares shall be is subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) in all material respects and the fulfillment in all material respects of those undertakings of the Company in this Agreement to be fulfilled on or prior to the Closing Date and (cb) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard customary closing certificates and an opinion of the Company’s counsel including as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares. The obligations of the Company and each of the Investors are also subject to the following conditions: (i) the offer and sale of the Shares to the Investors pursuant to this Agreement being exempt from the registration requirements of the Securities Act and the registration and qualification requirements of all applicable state securities laws; and (ii) no statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation having been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization or the staff of any of the foregoing, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. The Company agrees that it shall file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Regulation D promulgated under the Securities Act.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”"CLOSING") shall occur on a date specified by the Company and the Placement Agent that is anticipated to be June 9, 2006 (the “Closing Date”) on January 24"CLOSING DATE"), 2003but which date shall not be later than June 16, at 2006 (the offices "OUTSIDE DATE"), and of which the Company’s counselInvestors will be notified in writing in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire, in the name of a nominee designated by the Investor. In exchange for the delivery of the subscription agreements, the Investor shall deliver the Purchase Price to the Placement Agent by wire transfer of immediately available funds pursuant to written instructions to be held in escrow pending closing of the Offering. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit "C" (the "LEGAL OPINION"). The Company’s 's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer an executed copy of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock this Securities Purchase Agreement; (b) completion of the purchases and sales of Shares under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; and (d) the Closing Date shall have occurred by January 27absence of any order, 2003writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the completion, execution and return of the completed Securities Purchase Agreement (with exhibits thereto) by all Investors shall have executed Agreements for and the purchase funding into escrow of at least 2,045,453 Shares, no less than one million dollars ($1,000,0000); (b) the representations and warranties delivery of the Company set forth herein shall be true and correct as of Legal Opinion to the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and Investor by counsel to the Company; (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion accuracy of the Company’s counsel as representations and warranties made by the Company in this Agreement on the Closing Date; (c) the execution and delivery by the Company of the Registration Rights Agreement, (d) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; and (e) the delivery to the matters set forth in Section 4.2 and as to exemption from Investor by the registration requirements Secretary or Assistant Secretary of the Securities Act Company of 1933, as amended (a certificate stating that the “Securities Act”), of the sale of the Sharesconditions specified in this paragraph have been fulfilled.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on the date of this Agreement (the “Closing Date”) on January 24, 2003(or upon such other date as the Company and Seller shall agree), at the offices of Lxxxxx & Wxxxxxx LLP, 500 Xxxxxxxx Xxxxxx, XX, Xxxxx 0000, Xxxxxxxxxx, XX 00000, the Company’s counsel. At the Closing, the Company each Seller shall deliver to the Investor Company one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreementcertificates, each such certificate to be registered in the Seller’s name and address representing the Shares or, to the extent any (a) of such certificates have been lost, an affidavit of lost certificate, in form satisfactory to the Company, or (b) of the Investor orShares are held in book entry form through the Depository Trust Corporation electronic system, if so indicated on irrevocable written stock transfer instructions (“Irrevocable Instructions”) addressed to Computershare, P.X. Xxx 00000, Xxxxxxxxxx, Xxxxx Xxxxxx 00000-0000, the signature page Company’s transfer agent, for delivery to the Company causing such shares to be transferred to and retired by the Company, against receipt by each Seller of a wire transfer by the Stock Purchase AgreementCompany of immediately available funds to an account designated in writing by each Seller, in the full amount of the total purchase price payable by the Company to each Seller for the Shares that such Seller is hereby agreeing to sell set forth opposite the name of a nominee designated such Seller under the heading “Aggregate Purchase Price” on Schedule I hereto. Each Seller’s obligation to deliver the Shares and the Irrevocable Instructions (if applicable) to the Company shall be subject to the accuracy, in all material respects, of the representations and warranties made by the InvestorCompany and the fulfillment, in all material respects, of those undertakings of the Company to be fulfilled prior to the Closing. The Company’s obligation to issue purchase the Shares to the Investor from each Seller shall be subject to the following conditions, any one or more of which may be waived by the Company (provided that no such waiver shall be deemed given unless in writing and executed by the Company: ): (a) the receipt by the Company of a certified one or official bank check more stock certificates (or wire transfer of funds in the full amount of affidavit as described above) and/or the purchase price for Irrevocable Instructions representing the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase AgreementShares; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy accuracy, in all material respects, of the representations and warranties made by the Investors each Seller and the fulfillment fulfillment, in all material respects, of those undertakings of the Investors each Seller to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares and Warrants (the “"Closing”") shall occur on February __, 2006 (the “"Closing Date”) on January 24, 2003"), at the offices of the Company’s 's counsel, or at such other time as the Investor and Company may mutually agree. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares and a Warrant representing the number of Warrant Shares, in each case set forth in pursuant to Section 3 of the Stock and Warrant Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock and Warrant Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares and Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (cb) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares and Warrant shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) receipt by the Investor of certificates evidencing the Shares and Warrants, (b) Investors shall have executed Agreements for the purchase of at least 2,045,453 2,000,000 Shares and Warrants to purchase at least 500,000 Warrant Shares, (bc) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (cd) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel 's counsel, addressed to the Investors and the placement agent, as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), of the sale of the SharesShares and Warrants.

Delivery of the Shares at Closing. The completion of the purchase and --------------------------------- sale of the Shares (the “"Closing”") shall occur (the “"Closing Date”") on January 24, 2003the third business day after the Subscription Date (or upon such earlier date as the Company and the Investors shall agree), at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for receipt by the purchase Investor of at least 2,045,453 Shares, one or more stock certificates representing the number of Shares set forth on the signature page hereto; (b) receipt by the Investor of an opinion letter, dated as of the Closing Date, from Xxxxxx & Xxxxxxx, counsel to the Company; (c) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing; (d) on the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by the Agreements; (e) the Company shall have delivered to the Investors its certificate, dated the Closing Date, duly executed by its Chief Executive Officer to the effect set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and clause (c) above; (f) the Investor shall have received such documents as such Investor shall reasonably have requestedreceipt by the Investors of a certificate, including, a standard opinion of dated the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”)Closing Date, of the sale Secretary or Assistant Secretary of the SharesCompany certifying (i) the certificate of incorporation and bylaws of the Company as in effect on the Closing Date, (ii) all resolutions of the board of directors (and committees thereof) of the Company relating to the Agreements and the transactions contemplated thereby and (iii) the incumbency of all officers of the Company executing the Agreements and any other agreement or document contemplated thereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur (the “Closing Date”) on January 24, 2003, at the offices of Holme Roberts & Owen LLP, 1700 Lincoln Street, Suite 4100, Denver, Colorado 00000, at 00:00 o'cxxxx X.X. X.X.X. xx Xxxxxxxx 00, 0000 (xxx "Xxxxxxx Xxxe"), but in no event earlier than such date and time as the Company’s counselescrow agent (as identified on Exhibit C) shall have received all of the executed Stock Purchase Agreements. The executed Stock Purchase Agreements and the purchase price transferred by the Investors (jointly the "Escrowed Property") will be held by the Escrow Agent until the Closing is confirmed by the Company and Placement Agent. If the Closing does not occur, the funds will be returned to the Investors. All wires should be sent to Mintz Levin Cohn Ferris Glovsky and Popeo PC, as Escrow Agent, Fleet Xxxx ox Xxxsxxxxxxxxx, N.X., Xxlden XX 00148, ABA#011000138, Account Name: Mintz Levin Cohn Ferris Xxxxxxx xxx Xxpeo PC XXXXX Xxcount, Account Nxxxxx 000-06000, Xxxxxxnxx: Xxxrink Xxxxx: 22437-045. At the Closing, upon written instruction of the Comxxxx and the Placement Agent, the escrow agent shall release the Escrowed Property (as defined on Exhibit C) to the Company and the Company shall deliver arrange delivery to the Investor Investors one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreementon Exhibit A hereto, each such certificate to be registered in the name of the Investor Investors or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit C, in the name of a nominee designated by the InvestorInvestors. Such stock certificates shall be unlegended and free of any resale restrictions. The Company’s 's obligation to issue the Shares to the Investor Investors shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreementon Exhibit A hereto; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Each Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors trading in the Common Stock shall not have executed Agreements been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the purchase of at least 2,045,453 SharesCompany, which suspension shall be terminated prior to the Closing Date); (b) no stop order suspending the representations and warranties effectively of the Company set forth herein Registration Statement shall be true have been issued and correct as of no proceedings for that purpose shall have been initiated or threatened by the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) Commission; and (c) receipt of a satisfactory legal opinion from the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion Company's legal counsel pursuant to Section 2.5 of this Agreement. The Investor's obligations are expressly not conditioned on the purchase by any or all of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933other Investors, as amended (the “Securities Act”)if any, of the sale of Shares that they have agreed to purchase from the SharesCompany.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur at 10:00 a.m. on Thursday, May 1, 2003 (the “"Closing Date”Time") on January 24, 2003, at the offices of the Company’s counselTesta, Hurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetts 00000 (xxxx xxte, xxx "Xxxsing Daxx"). At the ClosingXx xxx Xxxxxxx, the Company shall xxx Xxxxxxx xxxxx xxxxe its transfer agent to deliver to the Investor each Investor, as soon as possible thereafter, one or more stock certificates certificates, registered in the name of each Investor or its respective nominee(s), representing the number of Shares set forth in Section 3 opposite such Investor's name under the heading "Number of the Stock Purchase AgreementShares" on Schedule I hereto with respect to such Investor, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase such Investor. As used in this Agreement, "Business Day" means any day other than Saturday, Sunday or other day on which banking institutions in the name City of a nominee designated New York are authorized or required by the Investorlaw to remain closed. The Company’s 's obligation to issue the Shares to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of immediately available funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of opposite such Investor's name under the Stock heading "Aggregate Purchase AgreementPrice" on Schedule I hereto at or prior to the Closing Time; (b) completion of the purchases purchase and sales sale under this Agreement for an aggregate of at least 2,500,000 Shares to Investors at the Agreements with Share Price herein; provided that all such funds being paid as consideration for such 2,500,000 Shares at the Other Investors; Share Price shall have been received by the Company (and each such Investor thereto shall have executed and delivered this Agreement to the Company) at or prior to the Closing Time and (c) the accuracy of the representations and warranties made by such Investor as of the Investors date hereof and the Closing Date and the fulfillment of those undertakings of the Investors such Investor to be fulfilled prior to the Closing; and (d) . For the avoidance of doubt, in the event an Investor has executed this Agreement but has not paid the Company all of the consideration to purchase such Shares by the Closing Date Time, such Investor shall have occurred by January 27, 2003be excluded from the Closing and such Investor's right to purchase the Shares shall terminate as of the Closing Time. The Each Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the such Investor: (a) Investors shall have executed Agreements for the purchase accuracy of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the date hereof and on the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (cb) the Investor Investors shall have received such documents as such Investor shall reasonably have requested(or an agent on their behalf, includingit being understood Schulte Roth & Zabel LLP, a standard is acceptable) an opinion of Testa, Hurwitz & Xxxxxxxlx, XLP, xxxxsel for the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharessubstantially xx xxe xxxx xx Exxxxxx X xereto.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) and the issuance of the Warrant shall occur at a place and time, no later than March 25, 2004 (the “Closing Date”) on January 24), 2003, at the offices of to be specified by the Company’s counsel, and of which the Investor will be notified in advance by the Company. At the Closing, the Company shall deliver to the Investor (i) one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on and (ii) the signature page Warrant in an amount determined in accordance with Section 1.2 hereof. In exchange for the delivery of the Stock Purchase Agreementstock certificates representing such Shares and the Warrant, in on or prior to the name Closing, the Investor shall deliver the purchase price for such Shares to the Company by certified bank check or wire transfer of a nominee designated by immediately available funds pursuant to the InvestorCompany’s written instructions. The Company’s obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 an executed copy of the Stock Purchase Agreement; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase Company’s agreement to issue and sell, and the Investors’ agreement to purchase, on the Closing Date, 500,000 shares of at least 2,045,453 Shares, Common Stock; (b) the representations and warranties of the Company set forth herein shall be contained in Section 3 being true and correct as of the Closing Date in all material respects (except for on and as of such Closing with the same effect as though such representations and warranties that speak had been made on and as of a specific date, which representations and warranties shall be true and correct as the date of such date) and Closing; (c) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreement or the right of the Company to enter into such Agreement or to consummate the transactions contemplated hereby and thereby; and (d) the delivery to the Investor shall have received such documents as such Investor shall reasonably have requested, including, by the Secretary or Assistant Secretary of the Company of a standard opinion certificate stating that the condition specified in part (a) and (b) of this paragraph has been fulfilled. In the event the Closing does not occur on or before the Closing Date on account of the Company’s counsel as failure to satisfy any of the conditions set forth above (and such condition has not been waived by the Investor), the Company shall return any and all funds paid hereunder to the matters set forth in Section 4.2 Investor no later than one business day following the Outside Date and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesInvestors shall have no further obligations hereunder.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur at the offices of Lxxxxx & Wxxxxxx, 500 Xxxxxxxxxx Xxxxxx, San Francisco, California 94111 as soon as practicable on the date agreed by the parties hereto, but in no event later than five business days following the execution of this Agreement, or on such later date or at such different location as the parties shall agree in writing, but in any event not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counsel). At Promptly after the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor orInvestor, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue representing the Shares and bearing an appropriate legend referring to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for fact that the Shares being purchased hereunder as set forth were sold in Section 3 of reliance upon the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of under the Securities Act of 1933, as amended (the “Securities Act”), of ) provided by Section 4(2) thereof and Rule 506 thereunder. The Company’s obligation to complete the purchase and sale of the SharesShares and deliver such stock certificate(s) to the Investor at the Closing shall be subject to the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to accept delivery of such stock certificate(s) shall be subject to the condition that the representations and warranties made by the Company herein are accurate in all material respects and that the Company has fulfilled, in all material respects, all undertakings to be fulfilled prior to the Closing.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares shares (the “"Closing”") shall occur on the Subscription Date (the “"Closing Date”) on January 24, 2003"), at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the all such Primary Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreementhereunder; (b) completion of the purchases and sales under the Agreements with the Other InvestorsInvestors such that a minimum of 1,000,000 shares are sold pursuant to the Agreements; and (c) the accuracy of the representations and warranties made by the Investors and Other Investors pursuant to Section 6 hereof and the fulfillment of those undertakings of the Investors and Other Investors to be fulfilled prior to the Closing; Closing and (d) on the Closing Date Date, no legal action, suit or proceeding shall have occurred be pending or threatened which seeks to restrain or prohibit the transactions contemplated by January 27, 2003the Agreements. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for receipt by the purchase Investor or its authorized agent of at least 2,045,453 Shares, one or more stock certificates representing the number of Shares purchased set forth on the signature page hereto; (b) the accuracy of the representations and warranties made by the Company pursuant to Section 4 , and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing; (c) on the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by the Agreements; (d) the Company shall have delivered to the Investors its certificate, dated the Closing Date, duly executed by its Chief Executive Officer to the effect set forth herein shall be true in clause (e) above; (f) the receipt by the Investors of a certificate, dated the Closing Date, of the Secretary or Assistant Secretary of the Company certifying (i) the certificate of incorporation and correct bylaws of the Company as in effect on the Closing Date, (ii) all resolutions of the board of directors (and committees thereof) of the Company relating to the Agreements and the transactions contemplated thereby and (iii) the incumbency of all officers of the Company executing the Agreements and any other agreement or document contemplated thereby; and (g) receipt by the Investor of an opinion letter, dated as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific dateDate, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requestedfrom Porter, includingWright, a standard opinion of Xxxxxx & Xxxxxx LLP, counsel to the Company’s counsel as to the matters set forth , in Section 4.2 and as to exemption from the registration requirements form of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesExhibit A hereto.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur (the “"Closing Date”") on January 24, 2003the third business day after the Subscription Date (or upon such earlier date as the Company and the Investors shall agree), at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for receipt by the purchase Investor of at least 2,045,453 Shares, one or more stock certificates representing the number of Shares set forth on the signature page hereto; (b) receipt by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Investors ("Investors' Counsel"), of an opinion letter, dated as of the Closing Date, from XxXxxxxxx, Will & Xxxxx, counsel to the Company, in form, scope and substance satisfactory to Investors' Counsel and in substantially the form attached hereto as Exhibit A; (c) receipt by Investors' Counsel of an opinion letter, dated as of the Closing Date, from Xxxxx Xxxxx Xxxxx & Xxxxx, patent counsel to the Company, in form, scope and substance satisfactory to Investors' Counsel; (d) the accuracy of the representations and warranties of made by the Company set forth herein shall be true and correct as of the Closing Date and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing; (e) on the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by the Agreements; (f) the Company shall have delivered to the Investor's Counsel its certificate, dated the Closing Date, duly executed by its Chief Executive Officer to the effect set forth in clause (d) above; (g) the Company shall have delivered to Investors' Counsel its certificate, dated the Closing Date, duly executed by its Secretary, certifying as to (i) the Company's Articles of Incorporation and (ii) the Company's By-Laws, each as in effect as of the Closing Date, and (iii) all material respects resolutions, votes or minutes of the Company's Board of Directors in connection with the Offering; (except for representations h) the Company shall have delivered to Investors' Counsel certified copies of certificates evidencing the incorporation and warranties that speak goodstanding of the Company and each Subsidiary (as defined in Section 4.1 below) in each such entity's state or jurisdiction of incorporation or organization as of a specific date, which representations and warranties shall be true and correct as date within ten (10) days of the Closing Date; (i) receipt by Investors' Counsel of such date) and (c) the Investor shall have received such other documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as or certificates relating to the matters set forth in Section 4.2 and Offering as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesInvestors' Counsel may reasonably request.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company upon receipt of cleared funds and fully executed documents for the purchase of the Shares on each date set by the Company’s counsel, provided that a closing shall occur no later than March 15, 2013, which date may be extended by mutual agreement of both parties. At the Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares as set forth in Section 3 of the Stock Signature Page to the Securities Purchase Agreement, each such certificate or certificates to be registered in the name of the Investor orInvestor, if so indicated on the signature page as set forth in Section 3 of the Stock Signature Page to the Securities Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of Signature Page to the Stock Securities Purchase Agreement; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor and the fulfillment of those undertakings of the Investors Investor to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c2) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth requested in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesconnection with its due diligence.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company upon receipt of cleared funds and fully executed documents for the purchase of the Shares on each date set by the Company’s counsel, provided that a closing shall occur no later than October 31, 2011, which date may be extended by the Company at the sole discretion of the Company for a period of thirty (30) days. At the Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares as set forth in Section 3 of the Signature Page to the Stock Purchase Agreement, each such certificate or certificates to be registered in the name of the Investor orInvestor, if so indicated on as set forth in Section 3 of the signature page of Signature Page to the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of Signature Page to the Stock Purchase Agreement; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c2) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth requested in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesconnection with its due diligence.

Delivery of the Shares at Closing. The Except as set forth in this Section 1.3, the completion of the purchase and sale of the Shares (the “Closing”) shall occur on September 28, 2005 (the “Closing Date”) on January 24, 2003), at the offices of Xxxxxxx Procter LLP, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000 at 10:00 AM Eastern time, or at such other time and place as may be mutually agreed upon by the Company’s counselCompany and the Investors. At the Closing, the Company shall either (i) deliver to the Investor Investors one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreementon Exhibit A, each such certificate to be registered in the name of the each Investor or, if so indicated on the signature page of the Stock Purchase this Agreement, in the name of a nominee designated by such Investor (except for any Shares for which the Investorpurchase price is paid following the Closing Date pursuant to clause (c) of the following paragraph, in which case such stock certificates shall be delivered upon payment of such purchase price) or (ii) direct its transfer agent to deliver such certificates to the Investors (at the address of each Investor set forth on the signature pages hereto) within three business days after the Closing Date (except for any Shares for which the purchase price is paid following the Closing Date pursuant to clause (c) of the following paragraph, in which case such stock certificates shall be delivered within three business days after payment of such purchase price). The Company’s obligation to issue the Shares to the Investor Investors shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) consummation of the Company’s acquisition of the assets of Comdial (the “Acquisition”) pursuant to the Acquisition Agreement (which consummation may occur concurrently with the Closing); (b) receipt by the Company of a certified or official bank check or wire transfer of funds to an account designated by the Company in the full amount of the purchase price for all of the Shares being purchased hereunder as set forth in Section 3 of on Exhibit A, provided, however, that it is expressly agreed that the Stock Purchase Agreementpurchase price for the Shares being purchased hereunder by Coral Capital may be made on or before Friday, September 30, 2005; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment satisfaction of those the undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation Investors’ obligations to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: written consent of a majority-in-interest of the Shares to be purchased by the Investors hereunder (the “Majority Investors’ Consent”): (a) Investors shall have executed Agreements for consummation of the purchase of at least 2,045,453 Shares, Acquisition (which consummation may occur concurrently with the Closing); (b) the Company having authorized, unissued and unreserved shares sufficient to permit issuance of all of the Shares proposed to be sold hereunder; (c) the representations and warranties of the Company set forth herein shall be true true, correct and correct complete as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true true, correct and correct complete as of such date); (d) performance and compliance by the Company with all covenants, agreements obligations and conditions required to be performed on or before the date hereof; (e) the issuance of a warrant (collectively, the “Warrants”) by the Company to each of the parties to, and in the amounts set forth on Exhibit A hereto, in satisfaction of currently outstanding liquidated damages arising out of that certain Stock Purchase Agreement dated September 28, 2004 (the “2004 Agreement”), such Warrants to be in the form attached to hereto as Exhibit A (the shares of the Company’s Common Stock issuable under the Warrants, the “Warrant Shares”); (f) the execution of the Consent, Waiver and Release Agreement (the “Consent, Waiver and Release Agreement”), in the form attached hereto as Exhibit B providing for, among other things, the satisfaction of outstanding liquidated damages arising out of the 2004 Agreement, by the Company and the investors necessary to have such agreements become a binding waiver of the relevant provisions of the 2004 Agreement; (g) the execution of the 2004 Agreement Amendment (as defined below) amending, among other things, the registration rights and liquidated damages provisions currently contained in the 2004 Agreement, by the Company and the investors necessary to have such agreements become a binding amendment of the relevant provisions of the 2004 Agreement; (h) the execution of the individual Voting Agreements in the form attached hereto as Exhibit F by and between the Company and each of the Investors (the “Voting Agreements”); and (ci) the Investor Investors shall have received such documents as such Investor the Investors shall reasonably have requested, including, a standard opinion of the Company’s Company counsel as to the matters set forth in Section 4.2 the form attached as Exhibit C hereto and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares. The Warrants, the Consent, Waiver and Release Agreement, the 2004 Agreement Amendment and the Voting Agreements shall collectively be referred to herein as the “Ancillary Agreements.” It is hereby agreed that once all parties other than Coral Capital have closed the purchase of the Shares pursuant hereto, all closing conditions to Coral Capital’s purchase of Shares hereunder shall be deemed satisfied or waived.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur (the “"Closing Date”") on January 24, 2003the third business day after the Subscription Date (or upon such earlier date as the Company and the Investors shall agree), at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 on the signature page hereto; provided, however, that any Investor subject to the Investment Company Act of 1940, as amended (the "Investment Act"), shall not be required to deliver the applicable purchase price prior to the physical delivery and review by Investor of the Stock Purchase Agreementcertificates representing the Shares purchased by such Investor, in compliance with the provisions of the Investment Act; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor (provided that no such waiver shall be deemed given unless in writing and executed by the Investor: ): (a) Investors shall have receipt by the Investor of a counter-signed copy of this Agreement executed Agreements for by the purchase of at least 2,045,453 Shares, Company; (b) receipt by the Investor of one or more stock certificates representing the number of Shares set forth on the signature page hereto; (c) receipt by the Investor of an opinion letter, dated as of the Closing Date, from Xxxxxx & Xxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Investor; (d) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company set forth herein to be fulfilled prior to the Closing; (e) on the Closing Date, no legal action, suit or proceeding shall be true and correct as of pending or threatened which seeks to restrain or prohibit the transactions contemplated by the Agreements; (f) the Company shall have delivered to the Investors its certificate, dated the Closing Date in all material respects (except for representations and warranties that speak as of a specific dateDate, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as duly executed by its Chief Executive Officer to the matters effect set forth in Section 4.2 and as to exemption from clause (d) above; (g) the registration requirements receipt by the Investors of a certificate, dated the Securities Act of 1933, as amended (the “Securities Act”)Closing Date, of the sale Secretary or Assistant Secretary of the SharesCompany certifying (i) the certificate of incorporation and bylaws of the Company as in effect on the Closing Date, (ii) all resolutions of the board of directors (and committees thereof) of the Company relating to the Agreements and the transactions contemplated thereby and (iii) the incumbency of all officers of the Company executing the Agreements and any other agreement or document contemplated thereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur on November 14, 2003 (the “"Closing Date”) on January 24, 2003"), at the offices of the Company’s 's counsel, or at such other time as the Investor and Company may mutually agree. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in pursuant to Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 1,714,286 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s 's counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), of the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares Securities (the “Closing”) shall occur on a date specified by the Company and the Placement Agent (the “Closing Date”), but no later than five (5) on January 24Business Days following the date hereof, 2003, and of which the Investors will be notified at least One (1) Business Day in advance by the offices of the Company’s counselPlacement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing (i) a copy of irrevocable instructions to American Stock Transfer & Trust Company, the Company’s transfer agent, certified by the corporate secretary of the Company and instructing the issuance to Investor in book entry form of the number of Shares set forth in Section paragraph 3 of the Stock Securities Purchase AgreementAgreement (or, each upon request by Investor, a stock certificate for such certificate number of Shares), such entry (or certificate, as the case may be) to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementSecurities Certificate Questionnaire, in the name of a nominee designated by the Investor, and (ii) a Warrant, issued in the name of such Investor or, if so indicated on the Securities Certificate Questionnaire, in the name of a nominee designated by the Investor, pursuant to which such Investor shall have the right to acquire such number of Warrant Shares set forth in paragraph 3 of the Securities Purchase Agreement. In exchange for the delivery of the certificates representing such Securities, the Investor shall deliver the Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company’s written instructions. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion, dated the Closing Date, substantially in the form attached hereto as EXHIBIT D (the “Legal Opinion”). The Company’s obligation to issue and sell the Shares Securities to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer an executed copy of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase this Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; (c) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or prohibits the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and thereby, and (d) completion of purchases and sales under the Closing Date Agreements in the same form as this Agreement with Other Investors for an aggregate stock price of not less then eleven-million and five hundred thousand dollars ($11,500,000), provided that the Company shall have occurred by January 27, 2003used its best efforts to consummate such purchases and sales. The Each Investor’s obligation to purchase the Shares Securities shall be several and not joint, and shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase delivery of at least 2,045,453 Shares, the Legal Opinion to the Investor by counsel to the Company; (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date accuracy in all material respects (except for of the representations and warranties that speak as of a specific date, which (except with respect to such representations and warranties which are qualified by words such as “material”, “Material Adverse Effect” or words of similar meaning, which shall be true accurate in all respects) by the Company in this Agreement on the date hereof and correct as on the Closing Date; (c) the fulfillment of the obligations of the Company to be fulfilled by it under this Agreement on or prior to the Closing; (d) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or prohibits the right of the Company to enter into such dateAgreements or to consummate the transactions contemplated hereby and thereby; and (e) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the conditions specified in subsections (b) and (c) the Investor shall of this paragraph have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesbeen fulfilled.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur at a place and time (the “"Closing Date”") on January 24to be specified by the Company and the Placement Agent, 2003, at not later than 90 days after the offices date the Registration Statement (as hereinafter defined) is filed with the Securities and Exchange Commission (the "SEC") and of which the Company’s counselInvestors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) . Notwithstanding anything to the Closing Date contrary elsewhere herein, the Company's obligation to close shall have occurred by January 27, 2003be subject to the Company's receipt of at least $6,000,000 in proceeds from the sale of the Shares. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 3,000,000 Shares, ; (b) the representations Company shall have (i) filed a registration statement (the "Registration Statement") within five (5) business days after the Subscription Date, (ii) received an indication from the SEC that it has no further comments with respect to the Registration Statement, and warranties of (iii) submitted an acceleration request providing for the Company set forth herein shall Registration Statement to be true and correct as of declared effective at a time immediately following the Closing Date in all material respects (except for representations and warranties that speak as on or prior to the 90th day after the date of a specific date, which representations and warranties shall be true and correct as of such date) its filing; and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion satisfaction of all of the Company’s counsel as to the matters conditions set forth in Section 4.2 6 of the Placement Agency Agreement dated as of December 22, 1998 between the Company and as the Placement Agent. The Investor's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Investors of the Shares that they have agreed to exemption purchase from the registration requirements Company. Notwithstanding anything to the contrary elsewhere herein, the Investor's obligation to close shall be subject to the Company's receipt of the Securities Act of 1933, as amended (the “Securities Act”), of at least $6,000,000 in proceeds from the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur (the “"Closing Date”") on January 24, 2003the third business day after the Subscription Date (or upon such earlier date as the Company and the Investors shall agree), at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for receipt by the purchase Investor of at least 2,045,453 Shares, one or more stock certificates representing the number of Shares set forth on the signature page hereto; (b) receipt by the Investor of an opinion letter, dated as of the Closing Date, from Xxxxxx & Xxxxxxx, counsel to the Company; (c) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing; (d) on the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by the Agreements; (e) the Company shall have delivered to the Investors its certificate, dated the Closing Date, duly executed by its Chief Executive Officer to the effect set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and clause (c) above; (f) the Investor shall have received such documents as such Investor shall reasonably have requestedreceipt by the Investors of a certificate, including, a standard opinion of dated the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”)Closing Date, of the sale Secretary or Assistant Secretary of the SharesCompany certifying (i) the certificate of incorporation and bylaws of the Company as in effect on the Closing Date, (ii) all resolutions of the board of directors (and committees thereof) of the Company relating to the Agreements and the transactions contemplated thereby and (iii) the incumbency of all officers of the Company executing the Agreements and any other agreement or document contemplated thereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”"CLOSING") shall occur at a place and time, no later than September 26, 2001 (the “Closing Date”) on January 24"CLOSING DATE"), 2003, at to be specified by the offices of Company and the Company’s counselInvestor. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor provided that, if requested by the Investor, stock certificates representing such Shares shall be delivered in escrow to such Investor's agent prior to the Closing, to be held until the completion of the Closing. In addition, on or prior to the Closing Date, the Company shall cause counsel to the Company to deliver to each Investor a legal opinion in the form attached hereto as Exhibit D. The Company’s 's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase Company's agreement to issue and sell, and the Investors' agreements to purchase, on the Closing Date, the number of at least 2,045,453 Shares, shares indicated on the Stock Purchase Agreement; (b) the delivery to the Investor by counsel to the Company of a legal opinion in the form attached hereto as Exhibit D; (c) the representations and warranties of the Company set forth herein shall be contained in Section 3 being true and correct as of the Closing Date in all material respects (except for on and as of such Closing with the same effect as though such representations and warranties that speak had been made on and as of a specific date, which representations and warranties shall be true and correct as the date of such dateClosing; (d) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; and (e) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the condition specified in part (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesthis paragraph has been fulfilled.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on March 28, 2005 (the “Closing Date”) on January 24, 2003), at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor each Investor, versus payment therefor, one or more stock certificates and warrants representing the number of Shares and Shares issuable upon exercise of the Warrant, each as set forth opposite such Investor’s name in Section 3 Annex I of the Stock Purchase Agreement, each such certificate and warrant to be registered in the name of the such Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Shares and Warrant shall each bear an appropriate restrictive legend as required by applicable securities laws. The Company’s obligation to issue the Shares and the Warrant to the Investor Investors shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares and Warrant being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Each Investor’s obligation to purchase the Shares and Warrant shall be subject to the following conditions, any one or more of which may be waived by the such Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (cb) the Investor shall have received such documents as such Investor shall reasonably have requested, including, including compliance and Secretary’s certificates and a standard opinion of the Company’s Company counsel as to the matters set forth in the first clause of Section 4.1, in Sections 4.2 and 4.3 hereof and, subject to the accuracy of the information and the representations and warranties required to be provided by each Investor, as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesShares and the Shares issuable upon exercise of the Warrant.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur at a place and time (the “"Closing Date”") on January 24to be specified by the Company and the Placement Agent, 2003, at and of which the offices of Investors will be notified in advance by the Company’s counselPlacement Agent. At the Closing, after receipt of payment therefore, the Company shall deliver arrange delivery to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase AgreementSignature Page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) Investors shall have executed Agreements for the purchase of Shares in the amount of at least $10,000,000; and (d) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of Shares in the amount of at least 2,045,453 Shares, $10,000,000; and (b) the representations and warranties satisfaction of all of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters conditions set forth in Section 4.2 the engagement letter between the Company and as the Placement Agent relating to exemption the transaction contemplated hereby. Subject to clause (a) above, the Investor's obligations are expressly not conditioned on the purchase by any or all of the other Investors of the Shares that they have agreed to purchase from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesCompany.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares Securities (the “Closing”) shall occur on a date specified by the Company and the Placement Agent (the “Closing Date”) on January 24, 2003, at and of which the offices of Investors will be notified in advance by the Company’s counselPlacement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing (i) a copy of instructions to Xxxxx Fargo, N.A., the Company’s transfer agent, certified by the corporate secretary of the Company and instructing the issuance to Investor in book entry form of the number of Shares set forth in Section paragraph 3 of the Stock Securities Purchase AgreementAgreement (or, each upon request by Investor, a stock certificate for such certificate number of Shares), such entry (or certificate, as the case may be) to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementSecurities Certificate Questionnaire, in the name of a nominee designated by the Investor, and (ii) a Warrant, issued in the name of such Investor or, if so indicated on the Securities Certificate Questionnaire, in the name of a nominee designated by the Investor, pursuant to which such Investor shall have the right to acquire such number of Warrant Shares set forth in paragraph 3 of the Securities Purchase Agreement. In exchange for the delivery of the certificates representing such Securities, the Investor shall deliver the Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company’s written instructions. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit D (the “Legal Opinion”). The Company’s obligation to issue and sell the Shares Securities to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer an executed copy of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase this Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; and (d) the Closing Date shall have occurred by January 27absence of any order, 2003. The Investor’s obligation to purchase writ, injunction, judgment or decree that questions the Shares shall be subject to validity of the following conditions, any one Agreements or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties right of the Company set forth herein shall be true to enter into such Agreements or to consummate the transactions contemplated hereby and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesthereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares and Warrants (the “Closing”) shall occur on a date specified by the Company and the Placement Agent that is anticipated to be June 22, 2007 (the “Closing Date”) on January 24), 2003but which date shall not be later than June 22, at 2007 (the offices “Outside Date”), and of which the Company’s counselInvestors will be notified in writing in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Securities Purchase Agreement and Warrants pursuant to which the Investor shall have the right to acquire the number of Warrant Shares set forth in paragraph 3 of the Securities Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire, in the name of a nominee designated by the Investor, together with the Warrants. In exchange for the delivery of the foregoing documents, the Investor shall deliver the Purchase Price directly to the Company by wire transfer of immediately available funds pursuant to written instructions. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion, dated the Closing Date, in the form attached hereto as Exhibit C (the “Legal Opinion”). The Company’s obligation hereunder to issue the and sell Shares to the Investor and to deliver to the Investor the Warrants shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount an executed copy of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Securities Purchase Agreement; (b) completion of the purchases and sales of Shares and Warrants under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; and (d) the Closing Date shall have occurred by January 27Company is satisfied that the issuance of the Securities will not be in violation of applicable Nasdaq listing qualification rules; and (e) the absence of any order, 2003writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby. The Investor’s obligation to purchase the Shares and Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase delivery of at least 2,045,453 Shares, the Legal Opinion to the Investor by counsel to the Company; (b) the accuracy of the representations and warranties of made by the Company set forth herein shall be true and correct as of in this Agreement on the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and Date; (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion execution and delivery by the Company of the Company’s counsel as to Registration Rights Agreement; and (d) the matters set forth in Section 4.2 and as to exemption from absence of any order, writ, injunction, judgment or decree that questions the registration requirements validity of the Securities Act of 1933, as amended (Agreements or the “Securities Act”), right of the sale of Company or the SharesInvestor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on January 7, 2010 at 12:00 p.m. (Eastern Time) or at such later date and time as the parties hereto may agree upon (such date and time of payment being herein called the “Closing DateTime”) on January 24, 2003), at the offices of the CompanyPlacement Agent’s counsel. At the Closing, the Company Fund shall deliver to the Investor one or more stock certificates representing each Investor, using customary book-entry procedures, the number of Shares set forth on Schedule I to this Agreement, and each Investor shall deliver to the Fund or as otherwise directed by the Placement Agent a certified or official bank check or wire transfer of funds in Section 3 the full amount of the Stock Purchase Agreement, each aggregate purchase price for the Shares being purchased hereunder as set forth opposite such certificate Investor’s name on Schedule I hereto to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee bank account designated by the InvestorFund. The CompanyFund’s obligation to issue and sell the Shares to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the CompanyFund: (a) receipt by the Company Fund of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreementpurchased; (b) completion of the purchases and sales of Shares under the Agreements that may be executed with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors each Investor and the fulfillment of those undertakings of the Investors each Investor to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Each Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by condition that the Investor: Placement Agent shall not have (a) Investors shall have executed Agreements for terminated the purchase Placement Agency Agreement dated as of at least 2,045,453 SharesJanuary 5, 2010, between the Fund, the Adviser and the Placement Agent (the “Placement Agency Agreement”) pursuant to the terms thereof or (b) determined that the representations and warranties of conditions to closing in the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall Placement Agency Agreement have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesnot been satisfied.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur (the “"Closing Date”") on January 24________ __, 20032000, at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 on the signature page hereto, PROVIDED THAT if the Closing Date is after March 8, 2000 but on or before March 22, 2000, the Company shall deliver to the Investor one or more stock certificates representing one-half of the Stock Purchase Agreementnumber of Shares set forth on the signature page hereto, and in any event, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. If the Closing Date is after March 8, 2000 but on or before March 22, 2000, the Company will deliver one or more stock certificates representing the other half of the number of Shares set forth on the signature page hereto on or promptly after March 22, 2000, each such certificate registered in accordance with the preceding sentence. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 _______ Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received (i) such documents as such Investor shall reasonably have requested, including, requested prior to execution of this Agreement and delivery of the purchase price for its Shares purchased hereunder and (ii) a standard opinion of the Company’s Company counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, of the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur on a date specified by the Company and Stephens Inc. as representative of the Placement Agents (the “Closing Date”) on January 24"CLOSING XXXX"), 2003which date shall not be later than March 11, at 2004 (the offices "OUTSIDE DATE"), and of which the Investors will be notified in advance by Stephens Inc. as representative of the Company’s counselPlacement Agents. At the ClosingClosixx, the xxx Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor. In exchange for the delivery of the stock certificates representing such Shares, the Investor shall deliver the Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company's written instructions. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit D (the "LEGAL OPINION"). The Company’s 's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer an executed copy of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase this Agreement; (b) completion of the purchases and sales of Shares under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; and (d) the Closing Date shall have occurred by January 27absence of any order, 2003. The Investor’s obligation to purchase writ, injunction, judgment or decree that questions the Shares shall be subject to validity of the following conditions, any one Agreements or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties right of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) or the Investor shall have received to enter into such documents as such Investor shall reasonably have requested, including, a standard opinion of Agreements or to consummate the Company’s counsel as to the matters set forth in Section 4.2 transactions contemplated hereby and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Sharesthereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on a date specified by the Company and the Placement Agent that is anticipated to be October 27, 2006 (the “Closing Date”) on January 24), 2003but which date shall not be later than October 30, at 2006 (the offices “Outside Date”), and of which the Company’s counselInvestors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor (i) one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Securities Purchase Agreement and (ii) a Warrant pursuant to which such Investor shall have the right to acquire the number of Warrant Shares set forth in paragraph 3 of the Securities Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire, in the name of a nominee designated by the Investor, together with the Warrant. In exchange for the delivery of the subscription agreements, the Investor shall deliver the Purchase Price directly to the Company by wire transfer of immediately available funds pursuant to written instructions. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion, dated the Closing Date, in the form attached hereto as Exhibit “C” (the “Legal Opinion”). The Company’s obligation to issue and sell the Shares to the Investor and to deliver to the Investor the Warrant shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer an executed copy of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock this Securities Purchase Agreement; (b) completion of the purchases and sales of Shares under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; and (d) the Closing Date shall have occurred by January 27Company is satisfied that the issuance of the Securities will not be in violation of applicable Nasdaq listing qualification rules; and (e) the absence of any order, 2003writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby. The Investor’s obligation to purchase the Shares and Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase delivery of at least 2,045,453 Shares, the Legal Opinion to the Investor by counsel to the Company; (b) the accuracy of the representations and warranties of made by the Company set forth herein shall be true and correct as of in this Agreement on the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and Date; (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion execution and delivery by the Company of the Company’s counsel as to Registration Rights Agreement; and (d) the matters set forth in Section 4.2 and as to exemption from absence of any order, writ, injunction, judgment or decree that questions the registration requirements validity of the Securities Act of 1933, as amended (Agreements or the “Securities Act”), right of the sale of Company or the SharesInvestor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on a date specified by the Company and the Placement Agent that is anticipated to be December 28, 2006 (the “Closing Date”) on January 24), 2003but which date shall not be later than December 29, at 2006 (the offices “Outside Date”), and of which the Company’s counselInvestor will be notified in advance by the Placement Agent. At the ClosingClosing or upon AMEX listing approval of the Shares, whichever is later, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire, in the name of a nominee designated by the Investor. In exchange for the delivery of the subscription agreements, the Investor shall deliver at Closing the Purchase Price directly to the Company by wire transfer of immediately available funds pursuant to written instructions. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion, dated the Closing Date, in the form attached hereto as Exhibit “C” (the “Legal Opinion”). The Company’s obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer an executed copy of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock this Securities Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; (c) the Company is satisfied that the issuance of the Securities will not be in violation of applicable AMEX listing qualification rules; and (d) the Closing Date shall have occurred by January 27absence of any order, 2003writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase delivery of at least 2,045,453 Shares, the Legal Opinion to the Investor by counsel to the Company; (b) the accuracy of the representations and warranties of made by the Company set forth herein shall be true and correct as of in this Agreement on the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and Date; (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion execution and delivery by the Company of the Company’s counsel as to Registration Rights Agreement; and (d) the matters set forth in Section 4.2 and as to exemption from absence of any order, writ, injunction, judgment or decree that questions the registration requirements validity of the Securities Act of 1933, as amended (Agreements or the “Securities Act”), right of the sale of Company or the SharesInvestor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby.

Delivery of the Shares at Closing. The 4.1. It is expected that the completion of the purchase and sale of the Shares (the “Closing”) shall occur electronically on or about August 14, 2009 (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counsel). At On or prior to the Closing, the Company shall deliver provide to the Investor one or more stock certificates representing copies of the physical certificated Shares for the number of Shares Firm Shares, in each case as is set forth in Section 3 of the Stock Securities Purchase Agreement. Upon written notice to the Company at least one business day prior to the Closing Date, the Investor may elect to receive thirty-five restricted CHESS Depository Interests for each such certificate Share. Within seven (7) days following the Closing Date, the Company shall cause the original certificates to be registered in the name of delivered to the Investor oror its nominee as instructed overnight, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investorreceipted delivery. The Company’s obligation to issue the Firm Shares on the Closing Date to the Investor shall be subject to the following additional conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Securities Purchase Agreement; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) in all material respects and the fulfillment in all material respects of those undertakings of the Company in this Agreement to be fulfilled on or prior to the Closing Date, (b) a legal opinion of the Company’s U.S. counsel, dated as of the Closing Date, in the form attached hereto as Exhibit A executed by such counsel and addressed to the Investor, and (c) the Investor shall have received such documents as such Investor shall reasonably have requestedrequested in connection with the Offering. 4.2. The Company’s obligation to issue the Additional Shares to the Investor shall be subject to the conditions in Section 4.1 hereof, including, a standard opinion and upon the following additional conditions: (a) the Company has received the approval of the Company’s counsel as requisite number of Company shareholders for the offer and sale of the Additional Shares under the ASX Listing Rules and Nasdaq Stock Market Rule 5635(d); and (b) all other requirements of the ASX Listing Rules and Nasdaq Stock Market Rules applicable to the matters Offering have been satisfied in relation to the offering (“Additional Conditions”). Promptly upon satisfaction of the Additional Conditions and the release of the Escrow Funds from escrow, the Company shall deliver to the Investor the number of Additional Shares, in each case as is set forth in Section 4.2 and as to exemption from the registration requirements 3 of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesPurchase Agreement.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur (the “"Closing Date”") on January 24, 2003the third business day after the Subscription Date (or upon such earlier date as the Company and the Investors shall agree), at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreementhereunder; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for receipt by the purchase Investor of at least 2,045,453 Shares, one or more stock certificates representing the number of Shares set forth on the signature page hereto; (b) receipt by Xxxx Xxxxx, LLP, counsel to the Investors ("Investors' Counsel"), of an opinion letter, dated as of the Closing Date, from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the Company, in form, scope and substance satisfactory to Investors' Counsel and in substantially the form attached hereto as Exhibit A; (c) the accuracy of the representations and warranties of made by the Company set forth herein shall be true and correct as of the Closing Date and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing; (d) on the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by the Agreements; (e) the Company shall have delivered to the Investor's Counsel its certificate, dated the Closing Date, duly executed by its Chief Executive Officer to the effect set forth in clause (c) above; (f) the Company shall have delivered to Investors' Counsel its certificate, dated the Closing Date, duly executed by its Secretary, certifying as to (i) the Company's Certificate of Incorporation and (ii) the Company's By-Laws, each as in effect as of the Closing Date, and (iii) all material respects resolutions, votes or minutes of the Company's Board of Directors (except for representations or the Special Finance Committee of the Board of Directors) in connection with the Offering; (g) the Company shall have delivered to Investors' Counsel certified copies of certificates evidencing the incorporation and warranties that speak good standing of the Company and each Significant Subsidiary (as defined in Section 4.1 below) in each such entity's state or jurisdiction of incorporation or organization as of a specific date, which representations and warranties shall be true and correct as date within ten (10) days of the Closing Date; (i) receipt by Investors' Counsel of such date) and (c) the Investor shall have received such other documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as or certificates relating to the matters set forth in Section 4.2 and Offering as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesInvestors' Counsel may reasonably request.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur on July __, 2001 (the “"Closing Date”) on January 24, 2003"), at the offices of the Company’s counsel's counsel or at such other place as may be agreed upon by the Company and the Placement Agent. At the Closing, the Company shall deliver to the Investor Investor, or a representative of the Investor, one or more stock certificates representing the number of Shares set forth in Section Paragraph 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section Paragraph 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 2,000,000 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of counsel to the Company’s counsel Company as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), of the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase ------------------------------------- and sale of the Shares (the “"Closing”") shall occur (the “"Closing Date”") on January 24August __, 2003, at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares Shares, as is set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 3,294,000 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s 's counsel as to certain of the matters set forth in Section 4.2 4 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), of the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on the third business day after the Subscription Date or upon such earlier date as the Company and the Investors shall agree (the “Closing Date”) on January 24, 2003), at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section paragraph 3 on the first page of the Stock Purchase this Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 on the first page of the Stock Purchase this Agreement; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor and the fulfillment of those undertakings of the Investors Investor to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for receipt by the purchase Investor of at least 2,045,453 Shares, one or more stock certificates representing the number of Shares set forth in paragraph 3 on the first page of this Agreement; (b) the accuracy of the representations and warranties of made by the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as the fulfillment of a specific date, which representations and warranties shall those undertakings of the Company to be true and correct as of such date) and fulfilled prior to the Closing; (c) on the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by the Agreement; (d) the Company shall have delivered to the Investor its certificate, dated the Closing Date, duly executed by its Chief Executive Officer to the effect set forth in clause (b) of this sentence; (e) the Company shall have received such documents delivered to the Investor its certificate, dated the Closing Date, duly executed by its Secretary, certifying as such Investor shall reasonably have requestedto (i) the Company’s Amended and Restated Certificate of Incorporation, includingas amended, a standard opinion and (ii) the Company’s Amended and Restated By-Laws, as amended, each as in effect as of the Closing Date, and (iii) all resolutions, votes or minutes of the Company’s counsel as Board of Directors in connection with the Offering; (f) the Company shall have delivered to the matters set forth in Section 4.2 Investors copies of certificates evidencing the incorporation and as to exemption from the registration requirements good standing of the Securities Act Company in the Company’s state or jurisdiction of 1933, incorporation or organization as amended of a date within fifteen (the “Securities Act”), 15) days of the sale Closing Date; and (g) receipt by Investors of such other documents or certificates relating to the SharesOffering as the Investors may reasonably request.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur on ______________ at 10:00 a.m. (Eastern Time) or at such later date and time as the “parties hereto may agree upon (such date and time of payment being herein called the "Closing Date”) on January 24, 2003Time"), at the offices of the Company’s Placement Agent's counsel. At the Closing, the Company Fund shall deliver to the Investor one or more stock certificates representing each Investor, using customary book-entry procedures, the number of Shares set forth on Schedule I to this Agreement, and each Investor shall deliver to the Fund or as otherwise directed by the Placement Agent a certified or official bank check or wire transfer of funds in Section 3 the full amount of the Stock Purchase Agreement, each aggregate purchase price for the Shares being purchased hereunder as set forth opposite such certificate Investor's name on Schedule I hereto to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee bank account designated by the InvestorFund. The Company’s Fund's obligation to issue and sell the Shares to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the CompanyFund: (a) receipt by the Company Fund of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreementpurchased; (b) completion of the purchases and sales of Shares under the Agreements that may be executed with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors each Investor and the fulfillment of those undertakings of the Investors each Investor to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Each Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by condition that the Investor: Placement Agent shall not have (a) Investors shall have executed Agreements for terminated the purchase Placement Agency Agreement dated as of at least 2,045,453 Shares_______________, between the Fund, the Adviser and the Placement Agent (the "Placement Agency Agreement") pursuant to the terms thereof or (b) determined that the representations and warranties of conditions to closing in the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall Placement Agency Agreement have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.not been satisfied. Annex I-1

Delivery of the Shares at Closing. The completion of the purchase and ---------------------------------- sale of the Shares (the “"Closing”") shall occur (the “"Closing Date”") on January 24, 2003the business day after the Subscription Date (or upon such earlier date as the Company and the Investors shall agree), at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; (b) completion of the purchases and sales under the Agreements with the Other InvestorsInvestors such that a minimum of ______________ Shares are sold pursuant to the Agreements; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for receipt by the purchase Investor or its authorized agent of at least 2,045,453 Shares, one or more stock certificates representing the number of Shares set forth on the signature page hereto; (b) receipt by the Investor of an opinion letter, dated as of the Closing Date, from Xxxxx & Xxxxxxxx LLP, counsel to the Company in form reasonably satisfactory to the Investor; (c) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing; (d) on the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by the Agreements; (e) the Company shall have delivered to the Investors its certificate, dated the Closing Date, duly executed by its Chief Executive Officer to the effect set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and clause (c) above; (f) the Investor shall have received such documents as such Investor shall reasonably have requestedreceipt by the Investors of a certificate, including, a standard opinion of dated the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”)Closing Date, of the sale Secretary or Assistant Secretary of the SharesCompany certifying (i) the certificate of incorporation and bylaws of the Company as in effect on the Closing Date, (ii) all resolutions of the board of directors (and committees thereof) of the Company relating to the Agreements and the transactions contemplated thereby and (iii) the incumbency of all officers of the Company executing the Agreements and any other agreement or document contemplated thereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares and Warrants (the “"Closing”") shall occur on the first (1st) Business Day on which the conditions to the Closing set forth below in this Section 2 are satisfied or waived (or such later date as is mutually agreed to by the Company and the Investor) (the “"Closing Date”") on January 24, 2003, at the offices of the Company’s 's counsel. At As soon a possible following the ClosingClosing but in no event more than three (3) Trading Days thereafter, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Securities Purchase Agreement and Warrants pursuant to which the Investor shall have the right to acquire the number of Warrant Shares set forth in paragraph 3 of the Securities Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire, in the name of a nominee designated by the Investor, together with the Warrants. On the Closing Date, the Investor shall deliver the Purchase Price directly to the Company by wire transfer of immediately available funds pursuant to written instructions (less, in the case of Iroquois (as defined below), the amount to be withheld pursuant to Section 24). On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investor and the Placement Agent a legal opinion, dated the Closing Date and addressed to the Investor and the Placement Agent, in the form attached hereto as Exhibit C (the "Legal Opinion"). The Company’s 's obligation hereunder to issue the and sell Shares to the Investor and to deliver to the Investor the Warrants shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount an executed copy of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Securities Purchase Agreement; (b) completion of the purchases and sales of Shares and Warrants under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; and (d) the Closing Date Company is satisfied that the issuance of the Securities will not be in violation of applicable Nasdaq listing qualification rules, including, but not limited to, NASD Marketplace Rule 5250(e)(2)(D); (e) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; and (f) WB (as defined below) shall have occurred executed one of the Agreements, WB's purchase price specified therein shall be equal to $2,000,000 and such purchase price shall be paid by WB by reducing the debt due from the Company to WB under the $5,000,000 line of credit established under the Ninth Amendment to Credit Agreement, dated January 273, 20032011 (the "WB Line of Credit"), by and between the Company and WB in an amount equal to such purchase price. The Investor’s 's obligation to purchase the Shares and Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase delivery of at least 2,045,453 Shares, the Legal Opinion to the Investor by counsel to the Company; (b) the accuracy of the representations and warranties made by the Company in this Agreement on the date hereof and on the Closing Date and the fulfillment of the obligations of the Company set forth herein shall to be true and correct as of fulfilled by it under this Agreement on or prior to the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and Closing; (c) the Investor execution and delivery by the Company of the Registration Rights Agreement; (d) the waiver by the Nasdaq Stock Market of application of the 15 day prior notice contained in NASD Marketplace Rule 5250(e)(2)(D) or such timeframe shall have received such documents as such Investor shall reasonably have requestedexpired without objection; (e) the absence of any order, includingwrit, a standard opinion injunction, judgment or decree that questions the validity of the Company’s counsel as Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the matters set forth in Section 4.2 transactions contemplated hereby and as thereby; and (f) WB shall have executed one of the Agreements, WB's purchase price specified therein shall be equal to exemption $2,000,000 and such purchase price shall be paid by WB by reducing the debt due from the registration requirements Company to WB under the WB Line of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesCredit in an amount equal to such purchase price.

Delivery of the Shares at Closing. The completion of the purchase and --------------------------------- sale of the Shares (the “"Closing”") shall occur (the “"Closing Date”") on January 24, 2003the third business day after the Subscription Date (or upon such earlier date as the Company and the Investors shall agree), at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 on the signature page hereto; provided, however, that any Investor subject to the Investment Company Act of 1940, as amended (the "Investment Act"), shall not be required to deliver the applicable purchase price prior to the physical delivery of the Stock Purchase Agreementcertificates representing the Shares purchased by such Investor, in compliance with the provisions of the Investment Act; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for receipt by the purchase Investor of at least 2,045,453 Shares, one or more stock certificates representing the number of Shares set forth on the signature page hereto; (b) receipt by the Investor of an opinion letter, dated as of the Closing Date, from Xxxxxx & Xxxxxxx, counsel to the Company; (c) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing; (d) on the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by the Agreements; (e) the Company shall have delivered to the Investors its certificate, dated the Closing Date, duly executed by its Chief Executive Officer to the effect set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and clause (c) above; (f) the Investor shall have received such documents as such Investor shall reasonably have requestedreceipt by the Investors of a certificate, including, a standard opinion of dated the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”)Closing Date, of the sale Secretary or Assistant Secretary of the SharesCompany certifying (i) the certificate of incorporation and bylaws of the Company as in effect on the Closing Date, (ii) all resolutions of the board of directors (and committees thereof) of the Company relating to the Agreements and the transactions contemplated thereby and (iii) the incumbency of all officers of the Company executing the Agreements and any other agreement or document contemplated thereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur on a date specified by the Company and the Placement Agent that is anticipated to be October 27, 2006 (the “"Closing Date”) on January 24"), 2003but which date shall not be later than October 30, at 2006 (the offices "Outside Date"), and of which the Company’s counselInvestors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor (i) one or more stock certificates representing the number of Shares set forth in Section paragraph 3 of the Stock Securities Purchase Agreement and (ii) a Warrant pursuant to which such Investor shall have the right to acquire the number of Warrant Shares set forth in paragraph 3 of the Securities Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase AgreementCertificate Questionnaire, in the name of a nominee designated by the Investor, together with the Warrant. In exchange for the delivery of the subscription agreements, the Investor shall deliver the Purchase Price directly to the Company by wire transfer of immediately available funds pursuant to written instructions. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion, dated the Closing Date, in the form attached hereto as Exhibit "C" (the "Legal Opinion"). The Company’s 's obligation to issue and sell the Shares to the Investor and to deliver to the Investor the Warrant shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified or official bank check or wire transfer an executed copy of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock this Securities Purchase Agreement; (b) completion of the purchases and sales of Shares under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investors Investor to be fulfilled by it under this Agreement on or prior to the Closing; and (d) the Closing Date shall have occurred by January 27Company is satisfied that the issuance of the Securities will not be in violation of applicable Nasdaq listing qualification rules; and (e) the absence of any order, 2003writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby. The Investor’s 's obligation to purchase the Shares and Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase delivery of at least 2,045,453 Shares, the Legal Opinion to the Investor by counsel to the Company; (b) the accuracy of the representations and warranties of made by the Company set forth herein shall be true and correct as of in this Agreement on the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and Date; (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion execution and delivery by the Company of the Company’s counsel as to Registration Rights Agreement; and (d) the matters set forth in Section 4.2 and as to exemption from absence of any order, writ, injunction, judgment or decree that questions the registration requirements validity of the Securities Act of 1933, as amended (Agreements or the “Securities Act”), right of the sale of Company or the SharesInvestor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby.

Delivery of the Shares at Closing. The Except as set forth in this Section 1.3, the completion of the purchase and sale of the Shares (the “Closing”) shall occur on September 28, 2004 (the “Closing Date”) on January 24, 2003), at the offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, 000 Xxxx Xxxxxx, Xxxxxx, XX 00000 at 10:00 AM Eastern time, or at such other time and place as may be mutually agreed upon by the Company’s counselCompany and the Investors. At the Closing, the Company shall either (i) deliver to the Investor Investors one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreementon Exhibit A, each such certificate to be registered in the name of the each Investor or, if so indicated on the signature page of the Stock Purchase this Agreement, in the name of a nominee designated by such Investor (except for any Shares for which the Investorpurchase price is paid following the Closing Date pursuant to clause (c) of the following paragraph, in which case such stock certificates shall be delivered upon payment of such purchase price) or (ii) direct its transfer agent to deliver such certificates to the Investors (at the address of each Investor set forth on the signature pages hereto) within three business days after the Closing Date (except for any Shares for which the purchase price is paid following the Closing Date pursuant to clause (c) of the following paragraph, in which case such stock certificates shall be delivered within three business days after payment of such purchase price). The Company’s obligation to issue the Shares to the Investor Investors shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) consummation of the Company’s acquisition of the assets of Vertical Networks (the “Acquisition”) pursuant to the Acquisition Agreement (which consummation may occur concurrently with the Closing); (b) conversion of all issued and outstanding shares of preferred stock of the Company into shares of Common Stock; (c) receipt by the Company of a certified or official bank check or wire transfer of funds to an account designated by the Company in the full amount of the purchase price for all of the Shares being purchased hereunder as set forth on Exhibit A, provided, however, that it is expressly agreed that approximately 25% of the purchase price for the Shares being purchased hereunder by M/C Venture Partners may be made on October 1, 2004 or such date thereafter, not later than October 6, 2004, as set forth in Section 3 of may be agreed by the Stock Purchase AgreementCompany and M/C Venture Partners; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (cd) the accuracy of the representations and warranties made by the Investors and the fulfillment satisfaction of those the undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation Investors’ obligations to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: written consent of a majority-in-interest of the Shares held by the Investors (the “Majority Investors’ Consent”): (a) Investors consummation of the Acquisition (which consummation may occur concurrently with the Closing); (b) conversion of all issued and outstanding shares of preferred stock of the Company into shares of Common Stock as set forth in that certain consent, waiver and amendment agreement dated the date hereof among the Company and the Stockholders named therein (the “Consent, Waiver and Amendment Agreement”); (c) amendment, or exchange for new warrants, of all issued and outstanding warrants to purchase Common Stock of the Company, to the extent necessary to accomplish the following, provided that such amended or new warrants shall have executed Agreements (x) be exercisable (i) at an exercise price of $1.1386 per share (or $4.00 per share in the case of those certain warrants to purchase 82,610 shares of Common Stock issued by the Company on December 16, 2003) and (ii) for the purchase same number of shares of Common Stock as they were exercisable immediately prior to the consummation of the transactions contemplated by this Agreement and (y) not contain any anti-dilution protective provisions or other similar provisions which would, upon issuance of additional shares of capital stock of the Company, adjust the number of shares of Common Stock into which such warrant is exercisable (other than adjustments for stock splits, dividends, recapitalizations and other organic changes); (d) the Company amending its 2004 Stock Incentive Plan, to increase the total number of shares of Common Stock that may be granted pursuant to awards thereunder such that the number of shares of Common Stock issuable pursuant to all of the Company’s stock options and all awards granted thereunder is increased from 2,634,597 to 6,987,531 (representing 15.69% of the fully diluted shares of capital stock of the Company immediately following the sale of the Shares) (the “Plan Amendment”), which such Plan Amendment shall be submitted for approval by the Company’s stockholders at least 2,045,453 Shares, its first annual meeting of stockholders following the Closing (bthe “Annual Meeting”); (e) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) ); and (cf) the Investor Investors shall have received such documents as such Investor the Investors shall reasonably have requested, including, a standard opinion of the Company’s Company counsel as to the matters set forth in Section 4.2 the form attached as Exhibit B hereto and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall occur on the date of this Agreement (the “Closing Date”) on January 24, 2003(or upon such other date as the Company and the Investors shall agree), at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates certificates, registered in the Investor’s name and address as set forth on the applicable signature page hereto, representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor Investors shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of immediately available funds to an account designated in writing by the Company, in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Each Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by such Investor (provided that no such waiver shall be deemed given unless in writing and executed by the Investor: ): (a) Investors shall have receipt by the Investor of a counter-signed copy of this Agreement executed Agreements for by the purchase of at least 2,045,453 Shares, Company; (b) receipt by the representations and warranties Investor of one or more stock certificates representing the Company number of Shares set forth herein shall be true and correct as of on the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) signature page hereto; and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion accuracy of the Company’s counsel as representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesClosing.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the “"Closing”") shall occur at a place and time (the “"Closing Date”") on January 24to be specified by the Company and the Placement Agent, 2003, at and of which the offices of Investors will be notified in advance by the Company’s counselPlacement Agent. At the Closing, each Investor shall make payment for the Shares to the Company shall deliver or its order by wire transfer of federal funds to the Investor one or more stock account specified by the Company. Such payment shall be made upon delivery of certificates for the Shares to the respective accounts of the Investors representing the number of Shares set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreementhereto, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of on the Stock Purchase Agreementsignature page hereto; (b) completion of the purchases and sales in an aggregate amount of not less than 1,000,000 Shares under this Agreement and the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more accuracy of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties made by the Company and the fulfillment of those undertakings of the Company set forth herein shall to be true and correct as fulfilled prior to the Closing. The Investor's obligations are expressly not conditioned on the purchase by any or all of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion other Investors of the Company’s counsel as Shares that they have agreed to the matters set forth in Section 4.2 and as to exemption purchase from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the SharesCompany.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares subscribed hereunder (the “"Closing”") shall occur when determined by the Company and the placement agent. The first Closing will occur when the Company has received subscriptions for the minimum of 7,666,666 Shares, and thereafter there may be additional Closings as determined from time to time by the Company and the placement agent (each Closing is sometimes referred to as the “"Closing Date”) on January 24"). The Offering will terminate April 5, 20032004, unless extended, with any notice to Investors, to a date not later than 30 days thereafter, as determined by the Company and the placement agent with notice to the escrow agent. Closings will take place at the offices of the Company’s 's counsel. At the Closing, the Company shall deliver to the Investor or its representative one or more stock certificates representing the number of Shares set forth in pursuant to Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s 's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares7,666,666 Shares in the Offering, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date for this subscription in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s 's counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), of the sale of the Shares. The Investor's obligation to purchase the Shares shall be subject to the following additional conditions prior to or at the first Closing: (i) entry into an agreement for the conversion of non-trade payables of the Company, in an amount of up to $100,000, into common stock of the Company at a conversion rate of $.30 for each share of common stock issued, (ii) the conversion of $500,000 plus accrued interest of subordinated loans and a bridge loan of Xx. Xxxxxxx Xxxxxxxxx into shares of common stock of the Company at a conversion rate of $.30 for each share of common stock issued, (iii) the conversion of $1,335,861 plus accrued interest of the subordinated loan of Xx. Xxxxxx Xxxxx into shares of common stock of the Company at a conversion rate of $.30 for each share of common stock issued, (iv) receipt by MDB Capital Group LLC, for its benefit and the benefit of the Investors, subject to modification by MDB Capital Group, LLC alone for itself and the Investors, of lock-up agreements ("Lock-up Agreement") from each of the officers and directors and 5% shareholders of the Company, the lock-up period to be from the date of the Closing until the later of 90 days after the effective date of the registration statement provided in Section 7 and any registration statement for the common stock underlying the warrant to be issued to MDB Capital Group, LLC or one year from the first Closing, and (v) execution by Xxxxxxxx Xxxxxxxxx of a four year employment agreement with the Company, reasonably acceptable to MDB Capital Group, LLC, which provides for annual compensation to be no greater than $150,000 and options to purchase up to 4,000,000 shares of common stock of the Company, at $.60 per share, subject to normal anti-dilution provisions, vesting at the rate of no more than 1,000,000 per year, after the year of employment.