Common use of Fees and Warrant Clause in Contracts

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The In connection with the Offering the Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 2,000,000 shares of Common Stock in connection with (the Offering (as amended, modified or supplemented from time to time, the "“Warrant") pursuant to Section 1 hereof”). The Warrant must be delivered on the Closing Date. A The form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to Upon execution and delivery of this Agreement by the terms of Section 2(d) belowCompany and Purchaser , the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser (i) a closing payment in an amount equal to three and one-half six tenths percent (3.503.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment”." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 45,000 for such expenses referred to in this Section 2(c).. Additional due diligence costs, if any, will be approved by the Company in advance (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) Company shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the company, Purchaser, and an Escrow Agent (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 33,333 shares of Common Stock (subject to adjustment as provided therein) in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 12,500 for such legal fees and for expenses referred to in this Section 2(c)incurred while performing due diligence inquiries on the Company and its Subsidiaries. (d) The Closing Payment Payment, the legal fees and the due diligence expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser (i) a Warrant warrant to purchase up to 1,924,000 825,471 shares of Common Stock within two years after the Closing Date in connection with the Offering Offering, in the form of Exhibit B-1 hereto (as amended, modified or supplemented from time to time, the "“Two-Year Warrant"”), and (ii) pursuant a warrant to Section 1 hereofpurchase up to 825,472 shares of Common Stock within five years after the Closing Date in connection with the Offering, in the form of Exhibit B-2 hereto (as amended, modified or supplemented from time to time, the “Five-Year Warrant”; the Two-Year Warrant and the Five-Year Warrant are collectively referred to herein as the “Warrant”). The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of PurchaserPurchaser a $175,000 closing payment, a closing payment in which is an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits the $15,000 and other deposit(s) previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 615,0000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLCL.L.C., the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than not exceed $39,500 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the each Purchaser a Warrant to purchase up to 1,924,000 the number of shares of Common Stock set forth opposite its name on SCHEDULE 2 (subject to adjustment as set forth therein) in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser each Creditor Party by the Company are hereby also made and granted in respect for the benefit of the holder of the related Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the such Warrant (the "Warrant SharesWARRANT SHARES"); provided however, that except as may be expressly provided herein all such representations and warranties are made as of the Closing Date and the Company makes no undertaking to advise the Purchaser of any changes to the representations and warranties after the Closing Date. (b) Subject to the terms of Section 2(d2(c) below, the Company shall pay (i) to Laurus Valens Capital Management, LLC, the investment manager of Purchaserthe Purchasers ("VCM"), a closing non-refundable payment in an amount equal to three and one$37,500; (ii) to the Purchasers, pro rata in accordance with their respective investments as set forth on Schedule 1 hereto, a non-half refundable payment in an amount equal to one percent (3.501.00%) of the aggregate principal amount of the Note. The foregoing fee is referred Notes; and (iii) to herein the Purchasers, pro rata in accordance with their respective investments as the "Closing Payment." set forth on Schedule 1 hereto, an advance prepayment discount deposit equal to one percent (c1.00%) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries aggregate principal amount of the Notes. Each of the foregoing payments in clauses (as defined in Section 6.8i) and all related matters. Amounts required to (ii) shall be paid under this Section 2(c) will be paid deemed fully earned on the Closing Date and shall not be no more subject to (iii) rebate or (iv) proration (other than $39,500 for such expenses referred to as set forth in this Section 2(c2(b)(ii) and 2(b)(iii)) for any reason. (dc) The Closing Payment payments and the expenses referred to in the preceding clause (cb) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement LetterDISBURSEMENT LETTER").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 600,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLCL.L.C., the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 20,000 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 681,818 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted as of the date hereof in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 29,500.00 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent in the form attached hereto as Exhibit C (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 450,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three and one-half six tenths percent (3.503.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid on at the Closing Date and shall be no more than $39,500 (less the $15,000 deposit previously paid to Purchaser) for such legal expenses referred to in this Section 2(c)and for performing due diligence inquiries on the Company. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) Company shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 125,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three and onesix-half tenths percent (3.503.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid on at the Closing Date and shall be no more than $39,500 25,000 for such legal expenses referred to in this Section 2(c)and for performing due diligence inquiries on the Company. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) Company shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 532,257 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof (which number of shares is equal to thirty percent (30%) of the number of shares of Common Stock that the original principal amount of the note is convertible into at the fixed conversion price in effect in the date hereof). The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to Upon execution and delivery of this Agreement by the terms of Section 2(d) belowCompany and Purchaser, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three $105,000, which payment is in consideration of a credit facility that shall permit borrowings (in accordance with that certain letter agreement, dated as of the date hereof, between Borrower and one-half percent Purchaser (3.50%the “Letter Agreement”)) of the aggregate principal amount of the Noteup to $3,000,000. The foregoing fee is referred to herein as the "“Closing Payment”. The Company agrees to pay legal fees of $5,000 for each additional draw made pursuant the terms and conditions of the Letter Agreement, but no additional Closing Payments will be due and payable in connection therewith." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000) incurred 20,000 for services rendered to the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits the $10,000 deposit previously paid by the CompanyCompany on November 15, 2003) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the company, Purchaser, and an Escrow Agent (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 400,000 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the NY483949.3 20389110047 06/07/2006 :lh Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)Date. (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 417,857 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of The shares of the Company's Common Stock issuable upon exercise of the Warrant (are hereinafter as referred to as the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the NoteNotes. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and reasonable out-of-pocket expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than not exceed $39,500 for such expenses referred to in this Section 2(c)20,000. (d) The Closing Payment Payment, the legal fees and the due diligence expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser and an Escrow Agent in the form attached hereto as Exhibit D (as defined belowthe "Funds Escrow Agreement") and a disbursement letter in the form attached hereto as Exhibit E (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 150,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three and one-half six tenths percent (3.503.60%) of the aggregate principal amount stated value of the NoteSeries A Preferred issued to Purchaser on the date hereof. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000) incurred disbursements in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), ) and relevant and matters. The Company shall not be required to pay legal expenses not to exceed $17,500 incurred in connection with the Purchaser's and for performing due diligence review inquiries in respect of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)transaction contemplated hereby. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) Company shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 4,435,500 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of The shares of the Company's Common Stock issuable upon exercise of the Warrant (are hereinafter as referred to as the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and onenine-half tenths percent (3.503.90%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and reasonable out-of-pocket expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than not exceed $39,500 27,000 for such legal fees and $17,500 for expenses referred to in this Section 2(c)incurred while performing due diligence inquiries on the Company and its Subsidiaries. (d) The Closing Payment Payment, the legal fees and the due diligence expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser and an Escrow Agent in the form attached hereto as Exhibit D (as defined belowthe "Funds Escrow Agreement") and a disbursement letter in the form attached hereto as Exhibit E (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 750,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses incurred with respect to the preparation and negotiation of this Agreement and the Related Agreements (as defined below) and while performing due diligence inquiries on the Company and its Subsidiaries. Additional expenses of the type referred to in this Section 2(c)clause (c) in excess of $39,500 shall be approved by the Company in advance of expenditure by the Purchaser. (d) The Closing Payment and Payment, the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 1,719,745 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the investment manager of Purchaserthe Purchaser (“LCM”), a closing non-refundable payment in an amount equal to three and one-one half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee payment is referred to herein as the "Closing “LCM Payment."” Such payment shall be deemed fully earned on the Closing Date and shall not be subject to rebate or proration for any reason. (c) The Company shall pay up to $55,000 to the Purchaser in order to reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation entering into of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The Closing LCM Payment and the expenses referred to in the preceding clause (c) (net of deposits the $25,000 deposit previously paid by the Company) shall be paid at closing Closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 1,100,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and onenine-half tenths percent (3.503.90%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 29,500 for such legal fees and for expenses referred to in this Section 2(c)incurred while performing due diligence inquiries on the Company and its Subsidiaries. (d) The Closing Payment Payment, the legal fees and the due diligence expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date:: ---------------- (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 666,666 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note$105,000. The foregoing fee is referred to herein as the "Closing Payment."" For the avoidance of doubt, it is understood and agreed that the entire portion of the Closing Payment shall be earned by, and payable to, the Purchaser on the Closing Date (including, without limitation, that portion allocable to the funding under the Incremental Funding Side Letter (as defined below), which portion shall be earned by, and payable to, the Purchaser on the Closing Date as consideration for the provision by the Purchaser of the commitment set forth in the Incremental Funding Side Letter). (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such legal fees and for expenses referred to in this Section 2(c)incurred while performing due diligence inquiries on the Company and its Subsidiaries. (d) The Closing Payment Payment, the legal fees and the due diligence expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date:: ------------------------------------- (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 1,687,928 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnificationindemnifications, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note$54,400. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 5,000 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant warrant to purchase up to 1,924,000 2,543,860 shares of Common Stock within five years after the Closing Date in connection with the Offering Offering, in the form of Exhibit B hereto (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof). The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three and one-half six tenths percent (3.503.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 44,500 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 390,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 66,464.21 (net of deposits previously paid by the Company) for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") . pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to Upon execution and delivery of this Agreement by the terms of Section 2(d) belowCompany and Purchaser, the Company shall pay to Laurus Capital Management, LLCLLC (“LCM”), manager of Purchaser, Purchaser a closing servicing payment in an amount equal to three and one-half four percent (3.504.0%) of the aggregate principal amount of the NoteNotes. The foregoing fee payment is referred to herein as the "“Servicing Payment”. The parties hereto acknowledge that the Servicing Payment is a reasonable estimate of the expenses that LCM will incur in monitoring and servicing the Notes, and the Servicing Payment is intended to enable LCM to defray such expenses. Such Servicing Payment shall be deemed fully earned on the Closing PaymentDate and shall not be subject to increase, rebate or proration for any reason." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including reasonable legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation entering into of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8below) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 25,000.00 for such expenses referred to in this Section 2(c), plus up to an additional $10,000.00 for the actual and reasonable cost of any required third-party appraisals and/or extraordinary diligence, subject to the Company’s prior approval. (d) The Closing Servicing Payment and the expenses referred to in the immediately preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing Closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and the escrow agent named therein (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company Parent will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 such number shares of Common Stock as set forth therein (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company Parent are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Parent’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company Parent shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half three quarters percent (3.503.75%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company Parent shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company Parent and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) together with amounts required to be paid pursuant to Section 5(b)(iv) of the Security Agreement (as defined below) will be paid on the Closing Date and shall be no more than $39,500 37,500 for such expenses referred to in this Section 2(c); provided that, to the extent that the need exists to engage outside counsel in connection with the transactions described herein, such additional reasonable fees and expenses shall also be reimbursed, on a joint and several basis, by the Parent and its Subsidiaries to the Purchaser. (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the CompanyParent) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 350,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three and one-half six tenths percent (3.503.6%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid at the Closing and shall not exceed $22,000 for legal expenses and $17,500 for performing due diligence inquiries on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)Company. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) Company shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 160,000 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-one half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 26,000 for such expenses referred to in this Section 2(c), $12,000 of which has been paid prior to the Closing Date. (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 750,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares").. ------------------------------------------------------------------------------------------------------- (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three and one-half six tenths percent (3.503.6%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid at the Closing and shall not exceed $20,000 for legal expenses and $5,000 for performing due diligence inquiries on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)Company. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) Company shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 5,333,333 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLCL.L.C., the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 100,000 shares of Common Stock (subject to adjustment as provided therein) in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such legal fees and for expenses referred to in this Section 2(c)incurred while performing due diligence inquiries on the Company and its Subsidiaries. (d) The Closing Payment Payment, the legal fees and the due diligence expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company DRI will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 80,000 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company Companies are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the Company's DRI’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company Companies shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and onethree-half sixth percent (3.503.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company Companies shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries Companies (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 15,000 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the CompanyCompanies) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 576,086 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the investment manager of Purchaserthe Purchaser (“LCM”), a closing non-refundable payment in an amount equal to three and onesixty-half five hundredths percent (3.503.65%) of the aggregate principal amount of the Note. The foregoing fee payment is referred to herein as the "Closing “LCM Payment."” Such payment shall be deemed fully earned on the Closing Date and shall not be subject to rebate or proration for any reason. (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation entering into of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The Closing LCM Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 333,333 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) 2.80% of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 5,000 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 375,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to Upon execution and delivery of this Agreement by the terms of Section 2(d) belowCompany and Purchaser , the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser (i) a closing payment in an amount equal to three and one-one half percent (3.503.5%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment"." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid at the Closing and shall not exceed $22,000 for legal fees and expenses and performing due diligence inquiries on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)Company. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) Company shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 [________________] shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "WarrantWARRANT") pursuant to Section 1 hereof. The Warrant must shall be delivered on the Closing Date. A Date in substantially the form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant SharesWARRANT SHARES"). (b) Subject to Upon execution and delivery of this Agreement by the terms of Section 2(d) belowCompany and Purchaser, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three and one-one half percent (3.503.5%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing PaymentCLOSING PAYMENT"." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) will be paid on Purchaser's reimbursable due diligence expenses shall not exceed $17,500 without the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)Company's prior approval. (d) The Company shall pay to the Purchaser the Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and the escrow agent named therein (as defined belowthe "FUNDS ESCROW AGREEMENT") and a disbursement letter (the "Disbursement LetterDISBURSEMENT LETTER").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 487,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be PAGE delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount stated value of the NotePreferred Stock. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal documentation fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 20,000 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 550,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three and one-half six tenths percent (3.503.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid on at the Closing Date and shall be no more than $39,500 (for such legal expenses referred to in this Section 2(c)and for performing due diligence inquiries on the Company. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) Company shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 2,272,727 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and oneseven-half tenths percent (3.503.70%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 40,000 for such expenses referred to in this Section 2(c), $15,000 of which has been paid by the Company prior to the date hereof as a deposit. (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter")letter.

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 1,500,000 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half six tenths percent (3.503.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) together with amounts required to be paid pursuant to Section 5(b)(iv) of the Security Agreement (as defined below), will be paid on the Closing Date and shall be no more than $39,500 52,500, plus the cost of California real estate counsel and Canadian local counsel for the Purchaser, for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant (the "Warrant") to purchase up to 1,924,000 shares of Common Stock 130,000 Ordinary Shares in connection with the Offering (as amended, modified or supplemented from time to time, the "WarrantWarrant Shares") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of shares of and the Company's Common Stock Ordinary Shares issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) Subsidiary and all related matters. Amounts required to be paid under this Section 2(c) for such legal fees and expenses shall be $45,000 (the "Expense Payment"), of which a deposit of $12,500 (the "Deposit) was previously paid by the Company to the Purchaser, and the remaining $32,500 will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)Date. (d) The Closing Payment and the expenses referred to in the preceding clause (c) Expense Payment (net of deposits previously paid by the CompanyDeposit) shall be paid at closing on the Closing Date, as provided below out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 2,640,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"but not with respect to any future exercise thereof). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, the Purchaser a closing payment in an amount equal to three and one-half six tenths percent (3.503.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable actual expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and actual expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts Net amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than not exceed $39,500 for such expenses referred to in this Section 2(c)29,500. (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 165,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three and one-half six tenths percent (3.503.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid on at the Closing Date and shall be no more than $39,500 10,000 (for such legal expenses referred to in this Section 2(c)and for performing due diligence inquiries on the Company. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) Company shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 125,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to $1.68, subject to adjustment as described therein. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(chereunder will be paid at the Closing and shall not exceed $20,000. (c) The Company will pay a cash fee in the amount of ten percent (10%) of the aggregate gross purchase price to be paid to the Company from the sale of Note in the Offering (the "Fund Management Fee") to Laurus Capital Management, L.L.C., a Delaware limited liability company. The Fund Management Fee must be paid on the Closing Date Date. The aforementioned Fund Management Fee and shall legal fees will be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The payable at the Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement (as defined below) to be entered into by the Company, Purchaser and a disbursement letter (the "Disbursement Letter")an Escrow Agent.

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 25,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(chereunder will be paid at the Closing and shall not exceed $10,000. (c) The Company will pay a cash fee in the amount of six percent (6%) of the amount of the Note issued on the Closing Date (as defined in 3.1) to be paid to the Company from the sale of Note in the Offering (the "Fund Management Fee") to Laurus Capital Management, L.L.C., a Delaware limited liability company. The Fund Management Fee must be paid on the Closing Date Date. The aforementioned Fund Management Fee and shall legal fees will be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The payable at the Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement (as defined below) to be entered into by the Company, Purchaser and a disbursement letter an Escrow Agent (the "Disbursement LetterFunds Escrow Agreement").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 2,000,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must shall be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment commitment and origination fee in an amount equal to three and one-half five percent (3.505%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 15,000 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and in accordance with a disbursement letter to be executed by the Company and Purchaser (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 6,000,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half nine tenths percent (3.503.90%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 27,500.00 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 55,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "WarrantWARRANT") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant SharesWARRANT SHARES"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(chereunder will be paid at the Closing and shall not exceed $25,000. (c) The Company will pay a cash fee in the amount of eight percent (8%) of the aggregate gross purchase price to be paid to the Company from the sale of the Preferred Stock in the Offering (the "FUND MANAGEMENT FEE") to Laurus Capital Management, L.L.C., a Delaware limited liability company. The Fund Management Fee must be paid on the Closing Date Date. The aforementioned Fund Management Fee and shall legal fees will be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The payable at the Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement (as defined below) to be entered into by the Company, Purchaser and a disbursement letter (the "Disbursement Letter")an Escrow Agent.

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 300,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "WarrantWARRANT") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant SharesWARRANT SHARES"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(chereunder will be paid at the Closing and shall not exceed $25,000. The Purchaser shall provide a detail of expenses. (c) The Company will pay a cash fee in the amount of nine percent (9%) of the aggregate gross purchase price to be paid to the Company from the sale of Note in the Offering (the "FUND MANAGEMENT FEE") to Laurus Capital Management, L.L.C., a Delaware limited liability company. The Fund Management Fee must be paid on the Closing Date Date. The aforementioned Fund Management Fee and shall legal fees will be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The payable at the Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement (as defined below) to be entered into by the Company, Purchaser and a disbursement letter an Escrow Agent (the "Disbursement LetterFUNDS ESCROW AGREEMENT").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 3,000,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount stated value of the NoteSeries A Preferred issued to the Purchaser on the date hereof. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the negotiation and preparation and negotiation of this Agreement and Agreement, the Related Agreements (as hereinafter defined), that certain Securities Purchase Agreement, dated as of the date hereof, among the Company and the Purchaser relating to the issuance of the Note and the Warrants referred to therein (as amended, restated, modified or supplemented from time to time, the "Term Note Securities Purchase Agreement"), and the Related Agreements referred to in the Term Note Securities Purchase Agreement (as amended, restated, modified or supplemented from time to time, the "Term Note Securities Purchase Agreement"), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c), together with the amounts required to be paid under Section 2(c) of the Term Note Securities Purchase Agreement, will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c(net of the deposit previously paid by the Company). (d) The Closing Payment and the expenses amounts referred to in the preceding clause (c) of this Section 2 (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 12,000,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and onenine-half tenths percent (3.503.90%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c), together with amounts required to be paid pursuant to Section 5(b)(v) of that certain Security Agreement, dated as of the date hereof, among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Security Agreement"), will be paid on the Closing Date and shall be no more than $39,500 52,500 for such expenses referred to in this Section 2(c)expenses. (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 1,487,601 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLCL.L.C., the manager of the Purchaser, a closing payment in an amount equal to three and one-half four percent (3.504.0%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse pay Purchaser $39,500 on the Purchaser Closing Date as reimbursement for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits of $15,000 previously paid by the Company) shall be paid at closing out of funds held pursuant to the an Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 450,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the NoteNotes. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal documentation fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 42,500 (net of deposits previously paid by the Company) for such expenses (including documentation fees and expenses) referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 189,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof, which shall not be in duplication of the Warrant issued to the Purchaser in connection with the transactions contemplated by the Security Agreement dated as of the date hereof among the Company, Whitco Company, L.P. and the Purchaser. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half six tenths percent (3.503.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 44,500 for such expenses referred to in this Section 2(c) (net of deposits previously paid). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the an Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 300,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and Agreement, the Related Agreements (as hereinafter defined), that certain Securities Purchase Agreement, dated as of the date hereof, among the Company, SDA AMERICA, INC. and the Purchaser relating to the issuance of the Series A Preferred and the Warrants referred to therein (as amended, restated, modified or supplemented from time to time, the "Series A Securities Purchase Agreement"), and the Related Agreements referred to in the Series A Securities Purchase Agreement, and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c), together with the amounts required to be paid under Section 2(c) of the Series A Securities Purchase Agreement, will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c(net of the deposit previously paid by the Company). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 800,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half four percent (3.504.0%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)) less any deposit paid by the Company prior to closing. (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 181,362 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) 3.00238% of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 30,000 (against which a $15,000 deposit paid by the Company to Purchaser prior to the date hereof shall be applied) for such expenses referred to in this Section 2(c); provided however, that this amount, does not include the cost of any required third-party appraisals, Company approved extraordinary diligence or retention of outside counsel to the extent deemed reasonably necessary or prudent by Purchaser, the cost for which shall be reimbursed to Purchaser by the Company. (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") . pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to Upon execution and delivery of this Agreement by the terms of Section 2(d) belowCompany and Purchaser, the Company shall pay to Laurus Capital Management, LLCLLC (“LCM”), manager of Purchaser, a closing non-refundable payment in an amount equal to three and one-half four percent (3.504%) of the aggregate principal amount of the Note. The foregoing fee payment is referred to herein as the "Closing “LCM Payment."” Such payment shall be deemed fully earned on the Closing Date and shall not be subject to rebate or proration for any reason. (c) The On the Closing Date, the Company shall reimburse the Purchaser in the amount of $35,000.00 for its reasonable the following expenses: (i) expenses (including reasonable legal fees and expenses not to exceed $27,000expenses) incurred by the Purchaser in connection with the preparation and negotiation entering into of this Agreement and the Related Agreements Agreements, (as hereinafter defined), and ii) expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8below) and all related matters. Amounts matters and (iii) expenses incurred in connection with any required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)third-party appraisals and/or extraordinary diligence. (d) The Closing LCM Payment and the expenses referred to in the immediately preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing Closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and the escrow agent named therein (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company Parent will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 40,000 shares of its Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Parent and the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the CompanyParent's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company Parent shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements Agreements. (as hereinafter defined), c) The Company will pay a cash fee in the amount of four and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review one quarter percent (4.25%) of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required aggregate gross purchase price to be paid under this Section 2(cto the Company from the sale of the Preferred Stock in the Offering (the "Fund Management Fee") will to Laurus Capital Management, L.L.C., a Delaware limited liability company. The Fund Management Fee must be paid on the Closing Date Date. The aforementioned Fund Management Fee and shall legal fees will be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The payable at the Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement to be entered into by the Company, Purchaser and an Escrow Agent. (d) For as defined belowlong as the Purchaser holds the Preferred Stock, on each anniversary of the date hereof, the Parent shall pay an additional fee to the Purchaser equal to one percent (1%) and a disbursement letter (of the "Disbursement Letter")aggregate gross purchase price to be paid to the Company from the sale of the Preferred Stock in the Offering.

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 272,727 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-one half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more greater than $39,500 45,000 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 2,500,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. B All the representations, representations covenants, warranties, undertakings, and indemnification, indemnification and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares").Warrant.. (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half six tenths percent (3.503.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including reasonable legal fees and expenses not to exceed $27,000reasonable expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c) (net of deposits previously paid by the Company totaling $15,000). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 940,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and onenine-half tenths of one percent (3.503.90%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) (the “Transaction Expenses”) will be paid on the Closing Date and shall be no more than not exceed $39,500 52,500 for such fees and for expenses referred to in this Section 2(c)incurred while performing due diligence inquiries on the Company and its Subsidiaries. (d) The Closing Payment and the expenses referred to in the preceding clause (c) Transaction Expenses (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 150,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three and one-half six tenths percent (3.503.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid on at the Closing Date and shall be no more than $39,500 27,000 for such legal expenses referred to in this Section 2(c)and for performing due diligence inquiries on the Company. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) Company shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 1,320,000 shares of Class A Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Class A Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and onenine-half tenths percent (3.503.90%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 44,500 for such expenses referred to in this Section 2(c) (net of deposits previously paid by the Company). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 940,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and onenine-half tenths of one percent (3.503.90%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) (the "Transaction Expenses") will be paid on the Closing Date and shall be no more than not exceed $39,500 52,500 for such fees and for expenses referred to in this Section 2(c)incurred while performing due diligence inquiries on the Company and its Subsidiaries. (d) The Closing Payment and the expenses referred to in the preceding clause (c) Transaction Expenses (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 250,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. The per share "Purchase Price" of Common Stock as defined in the Warrants shall be as set forth in the Warrant. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(chereunder will be paid at the Closing and shall not exceed $20,000. (c) The Company will pay a cash fee in the amount of seven percent (7%) of the aggregate gross purchase price to be paid to the Company from the sale of Note in the Offering (the "Fund Management Fee") to Laurus Capital Management, L.L.C., a Delaware limited liability company. The Fund Management Fee must be paid on the Closing Date Date. The aforementioned Fund Management Fee and shall legal fees will be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The payable at the Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement (as defined below) to be entered into by the Company, Purchaser and a disbursement letter an Escrow Agent (the "Disbursement LetterFunds Escrow Agreement").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 2,666,667 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-one half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 10,000 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 140,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to Upon execution and delivery of this Agreement by the terms of Section 2(d) belowCompany and Purchaser, the Company shall pay to Laurus Capital Management, LLC, manager of the Purchaser, (i) a closing payment in an amount equal to three and one-half percent four (3.504%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment"." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid on at the Closing Date and shall be no more than not exceed $39,500 for such expenses referred to in this Section 2(c)39,500. (d) The deposit of $15,000 made by the Company on or about July 22, 2003 shall be credited against the Closing Payment and legal fees. The balance of the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) Closing Payment and legal fees shall be paid at closing the Closing out of funds held pursuant to a Funds Escrow Agreement, of even date herewith among the Company, Purchaser and an Escrow Agreement (as defined below) and a disbursement letter Agent (the "Disbursement LetterFunds Escrow Agreement").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 705,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.503.90%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 42,500 for such expenses referred to in this Section 2(c) (net of deposits previously paid by the Company). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 793,650 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and the shares of Common Stock issuable thereunder and upon conversion of the Company's Note. The shares of Common Stock issuable upon exercise of the Warrant (are hereinafter referred to as the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-one half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than not exceed $39,500 for such expenses referred 37,500 less any deposit paid by the Company prior to in this Section 2(c)closing. (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant (the “Warrant”) to purchase up to 1,924,000 shares of Common Stock 73,052 Ordinary Shares in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant"“Warrant Shares”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of shares of and the Company's Common Stock ’s Ordinary Shares issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note$105,000. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) Subsidiary and all related matters. Amounts required to be paid under this Section 2(c) for such legal fees and expenses shall be $10,000 (the “Expense Payment”), which will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)Date. (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) Expense Payment shall be paid at closing on the Closing Date, as provided below out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 300,000 shares of the Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. The per share "Purchase Price" of Common Stock as defined in the Warrants shall be as set forth in the Warrant. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(chereunder will be paid at the Closing and shall not exceed $20,000. (c) The Company will pay a cash fee in the amount of seven percent (7%) of the aggregate gross purchase price to be paid to the Company from the sale of Note in the Offering (the "Fund Management Fee") to Laurus Capital Management, L.L.C., a Delaware limited liability company. The Fund Management Fee must be paid on the Closing Date Date. The aforementioned Fund Management Fee and shall legal fees will be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The payable at the Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement (as defined below) to be entered into by the Company, Purchaser and a disbursement letter an Escrow Agent (the "Disbursement LetterFunds Escrow Agreement").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 532,511 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half four percent (3.504%) of the aggregate original principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than limited to $39,500 44,500 plus expenses of the Purchaser for such expenses referred to local real estate counsel in this Section 2(c)Indiana. (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing the Closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 820,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and onenine-half tenths percent (3.503.90%) of the aggregate principal amount stated value of the NoteSeries A Preferred issued to the Purchaser on the date hereof. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 27,500 for such expenses referred to in connection with the preparation of this Section 2(c)Agreement and the Related Agreements (as defined below) and for expenses incurred while performing due diligence inquiries on the Company and its Subsidiaries. (d) The Closing Payment and the expenses amounts referred to in the preceding clause (c) of this Section 2 (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 75,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to $ ..85, subject to adjustment as described therein. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(chereunder will be paid at the Closing and shall not exceed $2,500. (c) The Company will pay a cash fee in the amount of ten percent (10%) of the aggregate gross purchase price to be paid to the Company from the sale of Note in the Offering (the "Fund Management Fee") to Laurus Capital Management, L.L.C., a Delaware limited liability company. The Fund Management Fee must be paid on the Closing Date Date. The aforementioned Fund Management Fee and shall legal fees will be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The payable at the Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement (as defined below) to be entered into by the Company, Purchaser and a disbursement letter (the "Disbursement Letter")an Escrow Agent.

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 4,500,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred theexpenses incurred pursuant to in this Section 2(cclause (c). (d) The Closing Payment Payment, and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a (i) the Warrant to purchase up to 1,924,000 1,540,697 shares of Common Stock and (ii) the Warrant to purchase up to 581,395 shares of Common Stock (each subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the Warrant and, upon issuance thereof, in respect holder of the Warrants and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant either or both Warrants (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the investment manager of Purchaserthe Purchaser (“LCM”), a closing non-refundable payment in an amount equal to three and onesixty-half five hundredths percent (3.503.65%) of the aggregate principal amount of the NoteNotes. The foregoing fee payment is referred to herein as the "Closing “LCM Payment."” Such payment shall be deemed fully earned on the Closing Date and shall not be subject to rebate or proration for any reason. (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation entering into of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The Closing LCM Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 425,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC__________, manager of Purchaser, Purchaser a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as Note (the "Closing Payment") and one-half of one percent (0.5%) the outstanding principal amount on each anniversary (the "Renewal Payment.") (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid on at the Closing Date and shall be no more than $39,500 29,500 (net of the $10,000 deposit paid by the Company on January 22, 2004) for such legal expenses referred to in this Section 2(c)and for performing due diligence inquiries on the Company. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) 2.1. The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 100,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to 2.2. Upon execution and delivery of this Agreement by the terms of Section 2(d) belowCompany and Purchaser, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser (i) a closing payment in an amount equal to three and onesix-half tenths percent (3.503.6%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment”." (c) 2.3. The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid at the Closing and shall not exceed $22,000 for legal expenses and $17,500 for performing due diligence inquiries on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)Company. (d) 2.4. The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 166,667 shares of Common Stock, subject to adjustment up to 500,000 shares of Common Stock as set forth in Section 1.6 of the Warrant, in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid on at the Closing Date and shall be no more than $39,500 35,000 for such legal expenses referred to in this Section 2(c)and for performing due diligence inquiries on the Company. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) Company shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 1,800,000 shares of Common Stock (subject to adjustment as provided therein) in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and onenine-half tenths percent (3.503.90%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such legal fees and for expenses referred to in this Section 2(c)incurred while performing due diligence inquiries on the Company and its Subsidiaries. (d) The Closing Payment Payment, the legal fees and the due diligence expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 3,750,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"); provided however, that all such representations and warranties are made as of the Closing Date and the Company makes no undertaking to advise the Purchaser of any changes to the representations and warranties after the Closing Date. (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three five and one-half percent (3.505.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 65,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. The per share "Purchase Price" of Common Stock as defined in the Warrant shall be equal to $3.30, subject to adjustment as described therein. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(chereunder will be paid at the Closing and shall not exceed $18,000. (c) The Company will pay a cash fee in the amount of six percent (6%) of the aggregate gross purchase price to be paid to the Company from the sale of Note in the Offering (the "Fund Management Fee") to Laurus Capital Management, L.L.C., a Delaware limited liability company. The Fund Management Fee must be paid on the Closing Date Date. The aforementioned Fund Management Fee and shall legal fees will be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The payable at the Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement (as defined below) to be entered into by the Company, Purchaser and a disbursement letter (the "Disbursement Letter")an Escrow Agent.

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser (x) a Warrant to purchase up to 1,924,000 296,296 shares of Common Stock in connection with the Offering (as amended"Warrant I") and (y) a Warrant to purchase up to 197,531 shares of Common Stock in connection with the Offering ("Warrant II" and, modified or supplemented from time to timetogether with Warrant I, the "Warrants" and each, a "Warrant") ), in each case, pursuant to Section 1 hereof. The Each Warrant must be delivered on the Closing Date. A form of each Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of Warrants and shares of the Company's Common Stock issuable upon exercise of the Warrant Warrants (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will ), to the extent not yet paid, shall be paid by the Company on the Closing Date and Date. The total amount to be paid by the Company pursuant to this clause (c) shall be no more than $39,500 for such expenses referred to in this Section 2(c)44,500. (d) The Closing Payment and Payment, the expenses referred to in the preceding clause (c) of this Section 2 (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 1,000,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half six tenths percent (3.503.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 44,500 for such expenses referred to in this Section 2(c) (net of deposits previously paid). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 313,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to Upon execution and delivery of this Agreement by the terms of Section 2(d) belowCompany and Purchaser , the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser (i) a closing payment in an amount equal to three and one-one half percent (3.503.5%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment"." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid at the Closing and shall not exceed $10,000 for legal fees and expenses and performing due diligence inquiries on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)Company. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) Company shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to the Warrant, on September 30, 2005,to purchase up to 1,924,000 250,000 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three four and one-half percent (3.504.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 10,000 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 shares 1,350,000shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to Upon execution and delivery of this Agreement by the terms of Section 2(d) belowCompany and Purchaser, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser (i) a closing payment in an amount equal to three and one-one half percent (3.503.5%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment"." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000) incurred 37,500 for services rendered to the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits the $10,000 deposit previously paid by the CompanyCompany on October 7, 2003) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 100,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to Upon execution and delivery of this Agreement by the terms of Section 2(d) belowCompany and Purchaser, the Company shall pay to Laurus Capital Management, LLC, manager of the Purchaser, (i) a closing payment in an amount equal to three and one-half nine tenths percent (3.503.90%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment"." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid on at the Closing Date and shall be no more than not exceed $39,500 for such expenses referred to in this Section 2(c)39,500. (d) The deposit of $15,000 made by the Company on or about May , 2005 shall be credited against the Closing Payment and legal fees. The balance of the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) Closing Payment and legal fees shall be paid at closing the Closing out of funds held pursuant to a Funds Escrow Agreement, of even date herewith among the Company, Purchaser and an Escrow Agreement (as defined below) and a disbursement letter Agent (the "Disbursement LetterFunds Escrow Agreement").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 140,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to Upon execution and delivery of this Agreement by the terms of Section 2(d) belowCompany and Purchaser , the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser (i) a closing payment in an amount equal to three and one-half five percent (3.505%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment”." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid at the Closing and shall not exceed $22,000 for legal expenses and $17,500 for performing due diligence inquiries on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)Company. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) Company shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the company, Purchaser, and an Escrow Agent (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The In connection with the Offering, the Company will shall issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 1,125,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof). The Warrant must shall be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLCL.L.C., the manager of Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000documentation expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will ), shall be paid by the Company on the Closing Date and Date; provided, however, that the $15,000 deposit previously made by the Company shall be no more than $39,500 for such expenses referred credited towards any payments to in be made under this Section 2(c). The total amount to be paid by the Company pursuant to this clause (c) shall not exceed (i) $22,000 with respect to documentation expenses and (ii) $17,500 with respect to expenses incurred to perform a due diligence review. (d) The Closing Payment Payment, the documentation expenses and the due diligence expenses referred to in the preceding clause (c) (net of deposits $15,000 deposit previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 100,000 shares (subject to increase in accordance with the terms thereof) of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to Upon execution and delivery of this Agreement by the terms of Section 2(d) belowCompany and Purchaser, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser (i) a closing payment in an amount equal to three and one-one half percent (3.503.5%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment”." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid at the Closing and shall not exceed $10,000 for legal expenses and $5,000 for performing due diligence inquiries on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)Company. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and the escrow agent named therein (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 270,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(c) hereunder will be paid on at the Closing Date and shall be no more than $39,500 29,500 for such legal expenses referred to in this Section 2(c)and for performing due diligence inquiries on the Company. (d) The Closing Payment Payment, legal fees and the expenses referred to in the preceding clause (c) due diligence fees (net of deposits previously paid by the Company) Company shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent (as defined belowthe "Funds Escrow Agreement") and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 483,871 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company Company, to the extent applicable, are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half three quarters percent (3.503.75%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 20,000 (net of deposits previously paid by the Company) for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date:: ------------------ (a) The Company Garwood will issue and deliver to delxxxx xx the Purchaser a the Warrant to purchase up to 1,924,000 4,500 shares of Garwood Common Stock (sxxxxxx to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company Garwood are hereby also made and maxx xxx granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Garwood Common Stock issuable isxxxxxx upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d2(c) below, the Company Garwood shall pay to Laurus Xxxxxx Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note$290,500.00. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company Garwood shall reimburse the Purchaser xxx Xurchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) Garwood and all related mattersxxxxers. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 for such expenses referred to in this Section 2(c)Date. (d) The Closing Payment and the expenses referred to in the preceding clause (cSection 2(e) (net of deposits previously paid by the CompanyGarwood) shall be paid at closing paix xx xxosing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 326,087 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted as of the date hereof in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 10,000.00 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement of even date herewith among the Company, Purchaser, and an Escrow Agent in the form attached hereto as Exhibit C (as defined belowthe “Funds Escrow Agreement”) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 4,000,000 shares of Common Stock (subject to adjustment as set forth therein) in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms and provisions of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the investment manager of Purchaserthe Purchaser (“LCM”), a closing non-refundable payment in an amount equal to three and onethree-half sixth percent (3.503.60%) of the aggregate principal amount of the NoteNotes. The foregoing fee payment is referred to herein as the "Closing “LCM Payment."” Such payment shall be deemed fully earned on the Closing Date and shall not be subject to rebate or proration for any reason. (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation entering into of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts The Purchaser acknowledges that it has already received $15,000 of such amounts. All remaining amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 45,000 for such expenses referred to in this Section 2(c). (d) The Closing LCM Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 200,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "WarrantWARRANT") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant SharesWARRANT SHARES"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries relevant matters, which such amount shall not exceed $12,500, including $5,000 which the Company has previously paid. (as defined c) The Company will pay a cash fee in Section 6.8the amount of ten percent (10%) and all related matters. Amounts required of the aggregate gross purchase price to be paid under this Section 2(cto the Company from the sale of Note in the Offering (the "FUND MANAGEMENT FEE") will to Laurus Capital Management, L.L.C., a Delaware limited liability company. The Fund Management Fee must be paid on the Closing Date Date. The aforementioned Fund Management Fee and shall legal fees will be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The payable at the Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement (as defined below) to be entered into by the Company, Purchaser and a disbursement letter an Escrow Agent (the "Disbursement LetterFUNDS ESCROW AGREEMENT").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 1,683,928 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and the shares of Common Stock issuable thereunder and upon conversion of the Company's Note. The shares of Common Stock issuable upon exercise of the Warrant (are hereinafter referred to as the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half three quarters percent (3.503.75%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall not exceed $10,000 (less any deposit paid by the Company prior to closing in respect of the transaction described herein); provided however, that, this amount, does not include the cost of any required third-party appraisals, Company approved extraordinary diligence or retention of outside counsel to the extent deemed reasonably necessary or prudent by the Purchaser, the cost for which shall be no more than $39,500 for such expenses referred reimbursed to in this Section 2(c).the Purchaser by the Company.. (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a the Warrant to purchase up to 1,924,000 157,500 shares of the Company’s Common Stock in connection with the Offering (as amendedOffering, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights rights, applicable to a warrant holder, made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect for the benefit of the holder of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, the manager of the Purchaser, a closing payment in an amount equal to three and one-half six tenths percent (3.503.60%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "“Closing Payment."” (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than not exceed $39,500 for such expenses referred to 51,500. It is hereby declared that the Company had already paid the Purchaser a deposit of $26,000 in this respect of the amounts due under Section 2(c)) above. (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing Closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "“Disbursement Letter"”).

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 130,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, Purchaser a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note$5,000. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not to exceed $27,000expenses) incurred in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined), and expenses not to exceed $17,500 incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries (as defined in Section 6.84.2) and all related matters. Amounts required to be paid under this Section 2(c) will be paid on the Closing Date and shall be no more than $39,500 5,000 for such expenses referred to in this Section 2(c). (d) The Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement (as defined below) and a disbursement letter (the "Disbursement Letter").

Fees and Warrant. On the Closing Date: (a) The Company will issue and deliver to the Purchaser a Warrant to purchase up to 1,924,000 100,000 shares of Common Stock in connection with the Offering (as amended, modified or supplemented from time to time, the "“Warrant"”) pursuant to Section 1 hereof. The Warrant must be delivered on the Closing Date. A form of Warrant is annexed hereto as Exhibit B. All the representations, covenants, warranties, undertakings, and indemnification, and other rights made or granted to or for the benefit of the Purchaser by the Company are hereby also made and granted in respect of the Warrant and, upon issuance thereof, in respect of and shares of the Company's ’s Common Stock issuable upon exercise of the Warrant (the "“Warrant Shares"”). (b) Subject to the terms of Section 2(d) below, the Company shall pay to Laurus Capital Management, LLC, manager of Purchaser, a closing payment in an amount equal to three and one-half percent (3.50%) of the aggregate principal amount of the Note. The foregoing fee is referred to herein as the "Closing Payment." (c) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses not for services rendered to exceed $27,000) incurred the Purchaser in connection with the preparation and negotiation of this Agreement and the Related Agreements (as hereinafter defined)Agreements, and expenses not to exceed $17,500 incurred in connection with the Purchaser's ’s due diligence review of the Company and its Subsidiaries (as defined in Section 6.8) and all related relevant matters. Amounts required to be paid under this Section 2(chereunder will be paid at the Closing and shall be $10,000. (c) The Company will pay a cash fee in the amount of three and one half percent (3.5%) of the aggregate gross purchase price to be paid to the Company from the sale of the Preferred Stock in the Offering (the “Fund Management Fee”) to Laurus Capital Management, L.L.C., a Delaware limited liability company. The Fund Management Fee must be paid on the Closing Date Date. The aforementioned Fund Management Fee and shall legal fees will be no more than $39,500 for such expenses referred to in this Section 2(c). (d) The payable at the Closing Payment and the expenses referred to in the preceding clause (c) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the a Funds Escrow Agreement (as defined below) to be entered into by the Company, Purchaser and a disbursement letter (the "Disbursement Letter")an Escrow Agent.